SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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) May
30, 1996

Residential Funding Mortgage Securities I, Inc. (as
company under a Pooling and Servicing Agreement dated
as of May 1, 1996 providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series
1996-S10)

Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)

DELAWARE                33-54227         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 2

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


7(c)     Pooling and Servicing Agreement, dated
         as of May 1, 1996 among Residential
         Funding Mortgage Securities I, Inc.,

as company, Residential Funding Corporation, as master servicer, and Bankers Trust Company, 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:  May 30, 1996

Exhibit 7(c)

Pooling and Servicing Agreement


EXECUTION COPY

RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,

Company,

RESIDENTIAL FUNDING CORPORATION,

Master Servicer,

and

BANKERS TRUST COMPANY,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of May 1, 1996

Mortgage Pass-Through Certificates

Series 1996-S10


TABLE OF CONTENTS
Page

ARTICLE I

DEFINITIONS

Section 1.01.   Definitions                                              2
    Accrued Certificate Interest                                             2
    Adjusted Mortgage Rate                                                   3
    Advance                                                              3
    Affiliate                                                            3
    Agreement                                                            3
    Amount Held for Future Distribution                                  3
    Appraised Value                                                          4
    Assignment                                                           4
    Assignment Agreement                                                     4
    Assignment of Proprietary Lease                                      4
    Available Distribution Amount                                        4
    Bankruptcy Amount                                                        5
    Bankruptcy Code                                                          6
    Bankruptcy Loss                                                          6
    Book-Entry Certificate                                                   6
    Business Day                                                         6
    Buydown Funds                                                            6
    Buydown Mortgage Loan                                                    6
    Cash Liquidation                                                         6
    Certificate                                                          6
    Certificate Account                                                      7
    Certificate Account Deposit Date                                     7
    Certificateholder or Holder                                              7
    Certificate Owner                                                        7
    Certificate Principal Balance                                            7
    Certificate Register and Certificate Registrar                       8
    Class                                                                8
    Class A Certificate                                                      8
    Class A-8 Collection Shortfall                                       9
    Class A-8 Principal Distribution Amount                              9
    Class B Certificate                                                      9
    Class B Percentage                                                       9
    Class B-1 Percentage                                                     9
    Class B-1 Prepayment Distribution Trigger                            9
    Class B-2 Percentage                                                     9
    Class B-2 Prepayment Distribution Trigger                            9
    Class B-3 Percentage                                                    10
    Class B-3 Prepayment Distribution Trigger                           10
    Class M Certificate                                                     10
    Class M Percentage                                                      10
    Class M-1 Percentage                                                    10
    Class M-2 Percentage                                                    10
    Class M-2 Prepayment Distribution Trigger                           10
    Class M-3 Percentage                                                    11
    Class M-3 Prepayment Distribution Trigger                           11
    Class R Certificate                                                     11


Closing Date                                                        11
Code                                                                11
Compensating Interest                                                   11
Cooperative                                                         11
Cooperative Apartment                                                   12
Cooperative Lease                                                       12
Cooperative Loans                                                       12
Cooperative Stock                                                       12
Cooperative Stock Certificate                                           12
Corporate Trust Office                                                  12
Credit Support Depletion Date                                       12
Curtailment                                                         12
Custodial Account                                                       12
Custodial Agreement                                                     13
Custodian                                                           13
Cut-off Date                                                        13
Cut-off Date Principal Balance                                      13
Debt Service Reduction                                                  13
Deficient Valuation                                                     13
Definitive Certificate                                                  13
Deleted Mortgage Loan                                                   13
Depository                                                          13
Depository Participant                                                  13
Destroyed Mortgage Note                                                 13
Determination Date                                                      14
Discount Fraction                                                       14
Discount Mortgage Loan                                                  14
Disqualified Organization                                               14
Distribution Date                                                       14
Due Date                                                            15
Due Period                                                          15
Eligible Account                                                        15
Eligible Funds                                                          15
Event of Default                                                        15
Excess Bankruptcy Loss                                                  16
Excess Fraud Loss                                                       16
Excess Special Hazard Loss                                              16
Excess Spread                                                           16
Excess Subordinate Principal Amount                                 16
Extraordinary Events                                                    16
Extraordinary Losses                                                    17
FDIC                                                                17
FHLMC                                                               17
Final Distribution Date                                                 17
Fitch                                                               17
FNMA                                                                17
Foreclosure Profits                                                     17
Fraud Loss Amount                                                       18
Fraud Losses                                                        18
Independent                                                         18
Initial Certificate Principal Balance                               18
Initial Monthly Payment Fund                                        19
Insurance Proceeds                                                      19
Insurer                                                             19
Late Collections                                                        19
Liquidation Proceeds                                                    19


Page

Loan-to-Value Ratio                                                     19
Lockout Distribution Percentage                                     19
Maturity Date                                                       19
Monthly Payment                                                         20
Moody's                                                             20
Mortgage                                                            20
Mortgage File                                                           20
Mortgage Loan Schedule                                                  20
Mortgage Loans                                                          21
Mortgage Note                                                           21
Mortgage Rate                                                           21
Mortgaged Property                                                      21
Mortgagor                                                           21
Net Mortgage Rate                                                       21
Non-Discount Mortgage Loan                                          22
Non-Primary Residence Loans                                         22
Non-United States Person                                                22
Nonrecoverable Advance                                                  22
Nonsubserviced Mortgage Loan                                        22
Officers' Certificate                                                   22
Opinion of Counsel                                                      22
Original Senior Percentage                                              22
Outstanding Mortgage Loan                                               22
Owner or Holder                                                         23
Ownership Interest                                                      23
Pass-Through Rate                                                       23
Paying Agent                                                        23
Percentage Interest                                                     23
Permitted Investments                                                   23
Permitted Transferee                                                    25
Person                                                              25
Pool Stated Principal Balance                                           25
Prepayment Assumption                                                   25
Prepayment Distribution Percentage                                  25
Prepayment Distribution Trigger                                     27
Prepayment Interest Shortfall                                           27
Prepayment Period                                                       27
Primary Insurance Policy                                                27
Principal Prepayment                                                    27
Principal Prepayment in Full                                            27
Program Guide                                                           27
Purchase Price                                                          28
Qualified Substitute Mortgage Loan                                  28
Rating Agency                                                           28
Realized Loss                                                       29
Record Date                                                         29
Regular Certificate                                                     29
REMIC                                                               29
REMIC Administrator                                                     29
REMIC Provisions                                                        30
REO Acquisition                                                         30
REO Disposition                                                         30
REO Imputed Interest                                                    30
REO Proceeds                                                            30
REO Property                                                            30
Request for Release                                                     30


Page

Required Insurance Policy                                               30
Residential Funding                                                     30
Responsible Officer                                                     30
Schedule of Discount Fractions                                      31
Security Agreement                                                      31
Seller                                                              31
Seller's Agreement                                                      31
Senior Accelerated Distribution Percentage                          31
Senior Certificates                                                     32
Senior Percentage                                                       32
Senior Principal Distribution Amount                                32
Servicing Accounts                                                      33
Servicing Advances                                                      33
Servicing Fee                                                       33
Servicing Officer                                                       33
Special Hazard Amount                                                   33
Special Hazard Loss                                                     34
Spread Rate                                                         34
Standard & Poor's                                                       34
Stated Principal Balance                                                34
Subordinate Percentage                                                  35
Subordinate Principal Distribution Amount                           35
Subserviced Mortgage Loan                                               35
Subservicer                                                         35
Subservicer Advance                                                     35
Subservicing Account                                                    36
Subservicing Agreement                                                  36
Subservicing Fee                                                        36
Super Senior Optimal Percentage                                     36
Super Senior Optimal Principal Distribution Amount                  36
Tax Returns                                                         36
Transfer                                                            36
Transferee                                                          37
Transferor                                                          37
Trust Fund                                                          37
Uniform Single Attestation Program for Mortgage Bankers             37
Uninsured Cause                                                         37
United States Person                                                    37
Voting Rights                                                       37

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES

   Section 2.01.        Conveyance of Mortgage Loans                                                      39
   Section 2.02.        Acceptance by Trustee                                                             44
       Section 2.03.    Representations, Warranties and Covenants of the Master Servicer and the
Company  46
   Section 2.04.        Representations and Warranties of Sellers                                         50


Page

Section 2.05.    Execution and Authentication of Certificates                                      53

ARTICLE III

ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS

   Section 3.01.             Master Servicer to Act as Servicer
 54

       Section 3.02.         Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and   55

                             Sellers' Obligations
       Section 3.03.         Successor Subservicers
56

       Section 3.04.         Liability of the Master Servicer
57

       Section 3.05.         No Contractual Relationship Between Subservicer and Trustee or
Certificateholders or the Owner of    57

                             the Excess Spread.
       Section 3.06.         Assumption or Termination of Subservicing Agreements by Trustee.
                          58

       Section 3.07.         Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account                          58

   Section 3.08.             Subservicing Accounts; Servicing Accounts
          61

       Section 3.09.         Access to Certain Documentation and Information Regarding the
Mortgage Loans                         63

       Section 3.10.         Permitted Withdrawals from the Custodial Account
               63

       Section 3.11.         Maintenance of the Primary Insurance Policies; Collections Thereunder
                          65

       Section 3.12.         Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
                          66

       Section 3.13.         Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments      68

   Section 3.14.             Realization Upon Defaulted Mortgage Loans
            70

       Section 3.15.         Trustee to Cooperate; Release of Mortgage Files
           73

       Section 3.16.         Servicing and Other Compensation; Compensating Interest
                    75

   Section 3.17.             Reports to the Trustee and the Company
       76

       Section 3.18.         Annual Statement as to Compliance
     76

       Section 3.19.         Annual Independent Public Accountants' Servicing Report.
                   77

       Section 3.20.         Rights of the Company in Respect of the Master Servicer.
                 77

   Section 3.21.             Administration of Buydown Funds
     78


Page

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

   Section 4.01.        Certificate Account                                                                      79
   Section 4.02.        Distributions                                                                            79
       Section 4.03.    Statements to Certificateholders and the Owner of the Excess Spread
       90
       Section 4.04.    Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer  92
   Section 4.05.        Allocation of Realized Losses                                                            94
       Section 4.06.    Reports of Foreclosures and Abandonment of Mortgaged Property.
         96
       Section 4.07.    Optional Purchase of Defaulted Mortgage Loans.
96

ARTICLE V

THE CERTIFICATES AND EXCESS SPREAD

   Section 5.01.        The Certificates                                                                                      97
       Section 5.02.    Registration of Transfer and Exchange of Certificates and Restrictions on
Transfer of Excess Spread   99
       Section 5.03.    Mutilated, Destroyed, Lost or Stolen Certificates
     105
       Section 5.04.    Persons Deemed Owners
105
       Section 5.05.    Appointment of Paying Agent
106
       Section 5.06.    Optional Purchase of Certificates
106

ARTICLE VI

THE COMPANY AND THE MASTER SERVICER

       Section 6.01.         Respective Liabilities of the Company and the Master Servicer
                   108

       Section 6.02.         Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and             108

                             Delegation of Duties by Master Servicer.
       Section 6.03.         Limitation on Liability of the Company, the Master Servicer and Others.
                         109

       Section 6.04.         Company and Master Servicer Not to Resign
          110

ARTICLE VII
DEFAULT

Section 7.01.    Events of Default                                    111


Page

    Section 7.02.    Trustee or Company to Act; Appointment of Successor  113
    Section 7.03.    Notification to Certificateholders                   114
Section 7.04.        Waiver of Events of Default                          114

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01.        Duties of Trustee                                                     115
    Section 8.02.    Certain Matters Affecting the Trustee                                 117
    Section 8.03.    Trustee Not Liable for Certificates or Mortgage Loans                 119
    Section 8.04.    Trustee May Own Certificates                                          119
    Section 8.05.    Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.  119
    Section 8.06.    Eligibility Requirements for Trustee                                  120
    Section 8.07.    Resignation and Removal of the Trustee                                121
    Section 8.08.    Successor Trustee                                                     122
    Section 8.09.    Merger or Consolidation of Trustee                                    123
    Section 8.10.    Appointment of Co-Trustee or Separate Trustee.                        123
    Section 8.11.    Appointment of Custodians                                             124
    Section 8.12.    Appointment of Office or Agency                                       125

ARTICLE IX

TERMINATION

Section 9.01. Termination Upon Purchase by the Master Servicer or the Company or Liquidation of All Mortgage Loans 125
Section 9.02. Additional Termination Requirements 128

ARTICLE X

REMIC PROVISIONS
Section 10.01 REMIC Administration. 129
Section 10.02. Master Servicer and Trustee Indemnification 133

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01.    Amendment                                     134
Section 11.02.    Recordation of Agreement; Counterparts        137


Page

Section 11.03.    Limitation on Rights of Certificateholders    137
Section 11.04.    Governing Law                                 138
Section 11.05.    Notices                                       139
Section 11.06.    Notices to Rating Agency                      139
Section 11.07.    Severability of Provisions                    140
Section 11.08.    Supplemental Provisions for Resecuritization  140

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: Form of Investor 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


This is a Pooling and Servicing Agreement, effective as of May 1, 1996, 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 Bankers Trust Company, a New York banking corporation, 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 Master Servicer will make an election to treat the entire segregated pool of assets described in the definition of Trust Fund 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 a "REMIC." 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 M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the rights in and to the Excess Spread (as defined herein) will be "regular interests" in the REMIC and the Class R 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 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 comprising the interests in the Trust Fund created hereunder.

Designation      Type      Pass-Through   Aggregate Initial Certificate         Features
Maturity    Initial
- -------------  -----------      Rate                 Principal            ----------------------      Date        S&P
Fitch
                            -------------             Balance                                     ------------  -------
                                           -----------------------------
                                                                                                  May 25, 2026
Class A-1        Senior             7.50%                $186,575,068.00          Senior          May 25, 2026
AAA     AAA
Class A-2        Senior             7.50%                $ 75,497,074.00          Senior          May 25, 2026
AAA     AAA
Class A-3        Senior             7.50%                $ 33,361,926.00          Senior          May 25, 2026
AAA     AAA
Class A-4        Senior             7.50%                $ 69,336,000.00       Super Senior       May 25,
2026    AAA     AAA
Class A-5        Senior             7.50%                $ 84,305,000.00       Super Senior       May 25,
2026    AAA     AAA
Class A-6        Senior             7.50%                $ 37,904,105.00      Senior/Lockout      May 25,
2026    AAA     AAA
Class A-7        Senior             7.50%                $ 14,595,895.00  Senior Support/Lockout  May 25,
2026    AAA     AAA
Class A-8        Senior             0.00%                $  6,332,420.11  Principal Only/Senior   May 25,
2026   AAAr     AAA
Class R          Senior             7.50%                $        100.00         Residual         May 25, 2026
AAA     AAA
Class M-1       Mezzanine           7.50%                $  9,380,900.00        Mezzanine         May 25,
2026    AA      AA
Class M-2       Mezzanine           7.50%                $  6,700,600.00        Mezzanine         May 25,
2026     A       A
Class M-3       Mezzanine           7.50%                $  5,896,500.00        Mezzanine         May 25,
2026    N/A     BBB
Class B-1      Subordinate          7.50%                $  2,948,300.00       Subordinate        May 25,
2026    N/A     BB
Class B-2      Subordinate          7.50%                $  1,072,100.00       Subordinate        May 25,
2026     B       B
Class B-3      Subordinate          7.50%                $  2,144,237.43       Subordinate        May 25,
2026    N/A     N/A


The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal to $536,050,225.54. The Mortgage Loans are fixed rate mortgage loans having terms to maturity at origination or modification of not more than 30 years.

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.

Accrued Certificate Interest: With respect to each Distribution Date, as to any Class A Certificate (other than the Class A-8 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. 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 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 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 and to the Excess Spread in proportion to their respective amounts of Accrued Certificate Interest and the amount of Excess Spread payable on such Distribution Date which would have resulted absent such reductions. In addition to that portion of the reductions described in the 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 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 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 May 30, 1996, between Residential Funding and the Company relating to the transfer and assignment of the Mortgage Loans.

Assignment of Proprietary Lease: With respect to a Cooperative Loan, the assignment of the related Cooperative Lease from the Mortgagor to the originator of the Cooperative Loan.

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) $186,508 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

(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 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 "Bankers Trust Company, as trustee, in trust for the registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates and the Owner of the Excess Spread, Series 1996-S10" and which must be an Eligible Account.

Certificate Account Deposit Date: As to any Distribution Date, the Business Day prior thereto.

Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate Register, except that neither a Disqualified Organization nor a Non-United States Person shall be a holder of a Class R Certificate for purposes hereof and, solely for the purpose of giving any consent or direction pursuant to this Agreement, any Certificate, other than a Class R Certificate, registered in the name of the 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 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 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, 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 or amount 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. 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 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.

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.

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 or Class A-8 Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, each such Certificate evidencing an interest designated as a "regular interest" in the REMIC for purposes of the REMIC Provisions.

Class A-8 Collection Shortfall: With respect to the Final 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-8 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 the REMIC 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 1.15%.

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 0.60%.

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 0.40%.

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 the REMIC 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 3.50%.

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.

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 2.25%.

Class R Certificate: Any one of the Class R Certificates.

Closing Date: May 30, 1996.

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.

Cooperative: A private, cooperative housing corporation organized under the laws of, and headquartered in, the State of New York which owns or leases land and all or part of a building or buildings located in the State of New York, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes, among other things, the sale of Cooperative Stock.

Cooperative Apartment: A dwelling unit in a multi-dwelling building owned or leased by a Cooperative, which unit the Mortgagor has an exclusive right to occupy pursuant to the terms of a proprietary lease or occupancy agreement.

Cooperative Lease: With respect to a Cooperative Loan, the proprietary lease or occupancy agreement with respect to the Cooperative Apartment occupied by the Mortgagor and relating to the related Cooperative Stock, which lease or agreement confers an exclusive right to the holder of such Cooperative Stock to occupy such apartment.

Cooperative Loans: Any of the Mortgage Loans made in respect of a Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an assignment of the Cooperative Lease, (iv) financing statements and (v) a stock power (or other similar instrument), and ancillary thereto, a recognition agreement between the Cooperative and the originator of the Cooperative Loan, each of which was transferred and assigned to the Trustee pursuant to Section 2.01 and are from time to time held as part of the Trust Fund.

Cooperative Stock: With respect to a Cooperative Loan, the single outstanding class of stock, partnership interest or other ownership instrument in the related Cooperative.

Cooperative Stock Certificate: With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock.

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 Four Albany Street, New York, New York 10006, Attention: Residential Funding Corporation Series 1996-S10.

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.

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: May 1, 1996.

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.

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.

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 7.50% 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 7.50%. 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 7.50% 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 the Trust Fund 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.

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 Bankers Trust Company, 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 means 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 and the Excess Spread, (ii) the Senior Principal Distribution Amount (determined without regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-8 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.

Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof, that exceeds the then applicable Special Hazard Amount.

Excess Spread: With respect to any Distribution Date, the aggregate of one month's interest on the Stated Principal Balance of each Mortgage Loan at the applicable Spread Rate, calculated on the basis of a 360-day year consisting of twelve 30-day months. Excess Spread on any Distribution Date will be reduced by the interest shortfalls described in clauses (i) through (iv) of the fourth sentence of the definition of Accrued Certificate Interest, to the extent allocated thereto pursuant to the provisions of such definition.

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.

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 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).

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 determination and the denominator of which is the Appraised Value of the related Mortgaged Property.

Lockout Distribution Percentage: As of any Distribution Date occurring prior to the Distribution Date in June 2001, 0%. As of any Distribution Date occurring after the first five years following the Closing Date as follows: for any Distribution Date during the sixth year after the Closing Date, 30%; for any Distribution Date during the seventh year after the Closing Date, 40%; for any Distribution Date during the eighth year after the Closing Date, 60%; for any Distribution Date during the ninth year after the Closing Date, 80%; and for any Distribution Date thereafter, 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 the Certificate Principal Balance of each Class of Certificates representing a regular interest in the REMIC and the rights to the Excess Spread would be reduced to zero, which is May 25, 2026, 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 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 which is not a Cooperative 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 Spread 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

(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 requested.

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, (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease and Mortgage File and all rights appertaining thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative Loan, 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.

Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is not subject to a Subservicing Agreement.

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 the Trust Fund as a REMIC 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 Class A Certificates (excluding the Certificate Principal Balance of the Class A-8 Certificates) and Class R Certificates and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans (other than the related Discount Fraction of the Discount Mortgage Loans), which is approximately 94.69% 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.

Owner or Holder: With respect to the Excess Spread, Residential Funding, as the owner of all right, title and interest in and to the Excess Spread. Solely for the purpose of

giving any consent or direction pursuant to this Agreement, as long as Residential Funding or any Affiliate thereof is Master Servicer and the Excess Spread remains uncertificated, the Voting Rights evidenced thereby shall not be taken into account in determining whether the requisite amount of Voting Rights necessary to effect any such consent or direction has been obtained.

Ownership Interest: As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

Pass-Through Rate: With respect to the Class A Certificates (other than the Class A-8 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. The Class A-8 Certificates have no Pass- Through Rate and are not entitled to Accrued Certificate Interest.

Paying Agent: Bankers Trust Company, 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 divided by the aggregate Initial Certificate Principal Balance 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:

(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, no instrument shall be a Permitted Investment if it represents, either (1) the right to receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations. References herein to the highest rating available on unsecured long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa in the case of Moody's, and references herein to the highest rating available on unsecured commercial paper and short-term debt obligations shall mean 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.

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.

Prepayment Assumption: A prepayment assumption of 200% 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 0.2% 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 0.2% 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 prior to the Distribution Date in June 2001 (unless the Certificate Principal Balances of the Class A Certificates, other than the Class A-8 Certificates, have been reduced to zero), in the case of each Class of Class M Certificates and each Class of Class B Certificates, 0%;

(ii) For any Distribution Date on which any Class of Class M or Class B Certificates are outstanding not discussed in clause (i) above:

(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 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

(iii) 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 (ii) 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 (ii) 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 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 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 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 Spread 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 "Spread Rate" of any Qualified Substitute Mortgage Loan as calculated pursuant to the definition of "Spread Rate" is greater than the Spread Rate of the related Deleted Mortgage Loan (i) the Spread Rate of such Qualified Substitute Mortgage Loan shall be equal to the Spread Rate of the related Deleted Mortgage Loan for purposes of calculating the Excess Spread and
(ii) the excess of the Spread Rate on such Qualified Substitute Mortgage Loan as calculated pursuant to the definition of "Spread Rate" over the Spread 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 Senior Certificates, Class M-1 Certificates, Class M-2 Certificates and Class B-2 Certificates and Fitch with respect to the Class M-3 and Class B-1 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 Certificateholders and the Owner of the Excess Spread 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.

Regular Certificate: Any of the Certificates other than a Class R 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 Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary and final regulations (or, to the extent not inconsistent with such temporary or final regulations, proposed regulations) and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.

REO Acquisition: The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and the Owner of the Excess Spread 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.

Security Agreement: With respect to a Cooperative Loan, the agreement creating a security interest in favor of the originator in the related Cooperative Stock.

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:

 Distribution Date                      Senior Accelerated
- -------------------                   Distribution Percentage
                                      -----------------------

June 1996 through
May 2001             100%

June 2001 through
May 2002             Senior Percentage, plus 70% of the Subordinate Percentage
June 2002 through
May 2003             Senior Percentage, plus 60% of the Subordinate Percentage
June 2003 through
May 2004             Senior Percentage, plus 40% of the Subordinate Percentage
June 2004 through
May 2005             Senior Percentage, plus 20% of the Subordinate Percentage

June 2005 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 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 such 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 Senior Certificates (other than the

Certificate Principal Balance of the Class A-8 Certificates) to zero, the Senior Accelerated Distribution Percentage shall thereafter be 0%.
Senior Certificates: 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 and Class R Certificates.

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 Senior Certificates (other than the Certificate Principal Balance of the Class A-8 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 related Discount Fraction of each Discount Mortgage Loan)
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 (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).

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 $5,665,909 minus the sum of (i) the aggregate amount of Special Hazard Losses allocated solely to one or 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 53.40% (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.

Spread Rate: With respect to each Mortgage Loan, a per annum rate equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) 7.50% per annum.

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 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.

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 Class A Certificates and Class R 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 Loans) to the extent not payable to the Class A Certificates and Class R 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.

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 Optimal Percentage: As of any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Class A-4 Certificates and Class A-5 Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Certificate Principal Balance of all Senior Certificates (other than the Class A-8 Certificates) immediately prior to such Distribution Date.

Super Senior Optimal Principal Distribution Amount: As of any Distribution Date on or after the Credit Support Depletion Date the product of (a) the then- applicable Super Senior Optimal Percentage and (b) the balance of the Available Distribution

Amount remaining after the distributions set forth in Section 4.02(a)(i) and (ii)(X).

Tax Returns: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of the Trust Fund due to its classification as a REMIC 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: 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 and the Owner of the Excess Spread by foreclosure or deed in lieu of foreclosure, and

(iv) the hazard insurance policies and Primary Insurance Policies, if any, and certain proceeds thereof.

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 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.

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, respectively, other than the Class R Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates; and the Holders of the Class R Certificates and the Owner of the Excess Spread shall be entitled to 1.0% and 1.0% of all of the Voting Rights, respectively, allocated among the Certificates of each such Class in accordance with their respective Percentage Interests.

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) (I) with respect to each Mortgage Loan so assigned (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 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.

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;

(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.

(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) to the Trustee or the Custodian or Custodians, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders and the Owner of Excess Spread 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)(I)(iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (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)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) 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 (I)(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 and shall promptly cause to be filed the Form UCC-3


assignment and UCC-1 financing statement referred to in clause (II)(vii) and
(x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable, is lost or returned unrecorded to the Company because of any defect therein, the Company shall prepare a substitute Assignment, Form UCC- 3 or Form UCC-1, as applicable, 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 Form UCC-3 or Form UCC-1, as applicable, (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. In connection with its servicing of Cooperative Loans, the Master Servicer will use its best efforts to file timely continuation statements with regard to each financing statement and assignment relating to Cooperative Loans as to which the related Cooperative Apartment is located outside of the State of New York.

Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and (II)(vi) and (vii) and 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 be construed as a sale by the Company to the Trustee of the Mortgage Loans for the benefit of the Certificateholders and the Owner of the Excess Spread. Further, it is not intended that any such conveyance be deemed to be a pledge of the Mortgage Loans by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that the Mortgage Loans 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, 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 (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease, any insurance policies and all other documents in the related Mortgage File and (ii) with respect to each Mortgage Loan other than a Cooperative Loan, 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 and
(C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property,


including without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the 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) and (C) 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 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 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, or (3) any transfer of any interest of Residential Funding or the Company in any Mortgage Loan.
(f) The Master Servicer hereby acknowledges the receipt by it of cash in an amount equal to $1,418,061 (the "Initial Monthly Payment Fund"), representing scheduled principal amortization and interest at the Net Mortgage Rate for the Due


Date in June 1996, 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 June 1996. Notwithstanding anything herein to the contrary, the Initial Monthly Payment Fund shall not be an asset of the REMIC. 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 and the Owner of the Excess Spread. The Trustee or Custodian (such Custodian being so obligated under a Custodial Agreement) agrees, for the benefit of Certificateholders and the Owner of the Excess Spread, 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, 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 the Trust Fund at its Purchase Price, in either case within 90 days from the date the Master Servicer was notified of such omission or defect; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The Purchase Price for any such Mortgage Loan, 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 Certificateholders and the Owner of the Excess Spread or the Trustee on behalf of the Certificateholders or such Owner.

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 and the Owner of the Excess Spread 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 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 and the Owner of the Excess Spread in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). Within 90 days of its discovery or its receipt of notice of such breach, the Master Servicer shall either (i) cure such breach in all material respects or (ii) to the extent that such breach is with respect to a Mortgage Loan or a related document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that if the 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 and the Owner of the Excess Spread or the Trustee on behalf of the Certificateholders and such Owner.

(b) The Company hereby represents and warrants to the Trustee for the benefit of Certificateholders and the Owner of the Excess Spread 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 1.1% 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, no more than 0.4% 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, and three of the Mortgage Loans are Cooperative Loans;

(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) Approximately 11.69% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program;

(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 0.04% of the Mortgage Loans were Buydown Mortgage Loans;

(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G- 2(a)(1);

(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 a Mortgage Loan that is a Cooperative Loan, the Cooperative Stock that is pledged as security for the Mortgage Loan is held by a person as a tenant-stockholder (as defined in Section 216 of the Code) in a cooperative housing corporation (as defined in Section 216 of the Code);

(xv) 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;

(xvi) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; and

(xvii) Five of the Mortgage Loans contain 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.

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 and the Owner of the Excess Spread 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 and the Owner of the Excess Spread or the Trustee on behalf of the Certificateholders and such Owner. 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 Certificateholders and the Owner of the Excess Spread 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 and the Owner of the Excess Spread. 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 and the Owner of the Excess Spread 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 a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date, except 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 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 and the Owner of the Excess Spread 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 and the Owner of the Excess Spread 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 and the Owner of the Excess Spread 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 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 and the Owner of the Excess Spread or the Trustee on behalf of Certificateholders and such Owner. 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.

The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to any exceptions noted, together with the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such delivery and in exchange therefor, the Trustee, pursuant to the written request of the 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 Certificates in authorized denominations which, together with the ownership interest in the Excess Spread, evidence ownership of the entire Trust Fund.


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, the Owner of the Excess Spread and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of consent to assumption or modification in connection with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note in connection with the repurchase of a Mortgage Loan and all other comparable instruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the completion of judicial or non-judicial foreclosure, the conveyance of a Mortgaged Property to 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 the REMIC to fail to qualify as such 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.

(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 distributins to the Certificateholders and the Owner of the Excess Spread, 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 or the Owner of the Excess Spread.

(b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee, the Certificateholders and the Owner of the Excess Spread, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without


limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed.

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 and the Owner of the Excess Spread 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 or the Owner of the Excess

Spread.

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 and the Owner of the Excess Spread 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 such Advance would be a Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master Servicer may also waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Master Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders or the Owner of the Excess Spread (taking into account any estimated Realized Loss that might result absent such action); provided, however, that the Master Servicer may not modify materially or permit any Subservicer to modify any Mortgage Loan, including without limitation any modification that would change the Mortgage Rate, forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan or except in connection with prepayments to the extent that such reamortization is not inconsistent with the terms of the Mortgage Loan), 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

(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.


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 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 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 or the Owner of the Excess Spread 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

(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 Certificateholders and the Owner of the Excess Spread (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 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, Certificateholders and the Owner of the Excess Spread, 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 (other than a Cooperative 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 (other than a Cooperative 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 and the Owner of the Excess Spread, 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 (other than a Cooperative Loan) are located at the time of origination of such Mortgage Loan in a federally designated special flood hazard area, the Master Servicer shall cause flood insurance (to the extent available) to be maintained in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the amount required to compensate for any loss or damage to the Mortgaged Property on a replacement cost basis and (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program).

In the event that the Master Servicer shall obtain and maintain a blanket fire insurance policy with extended coverage


insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first sentence of this Section 3.12(a), it being understood and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property a policy complying with the first sentence of this Section 3.12(a) and there shall have been a loss which would have been covered by such policy, deposit in the Certificate Account the amount not otherwise payable under the blanket policy because of such deductible clause. Any such deposit by the Master Servicer shall be made on the Certificate Account Deposit Date next preceding the Distribution Date which occurs in the month following the month in which payments under any such policy would have been deposited in the Custodial Account. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee, the Certificateholders and the Owner of the Excess Spread, 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 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 the Trust Fund 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 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 the Trust Fund would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions" after the startup 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 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 the Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders and the Owner of the Excess Spread. Notwithstanding any such acquisition of title and cancellation of the related Mortgage Loan, such REO Property shall (except as otherwise expressly provided herein) be considered to be an Outstanding Mortgage Loan held in the Trust Fund until such time as the REO Property shall be sold. Consistent with the foregoing for purposes of all calculations hereunder so long as such REO Property shall be considered to be an Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness evidenced by the related Mortgage Note shall have been discharged, such Mortgage Note and the related amortization schedule in effect at the time of any such acquisition of title (after giving effect to any previous Curtailments and before any adjustment thereto by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period) remain in effect.

(c) In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of such REO Property within two years after its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code or, at the expense of the Trust Fund, 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 the Trust Fund 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 the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such REO Property (subject to any conditions contained in such Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel, as provided in Section 3.10.


Notwithstanding any other provision of this Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
(ii) subject the Trust Fund to the imposition of any federal income taxes on the income earned from such REO Property, including any taxes imposed by reason of
Section 860G(c) of the Code, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.

(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well as any recovery 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 and the Owner of the Excess Spread 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 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.

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.

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 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 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 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.


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 and the Owner of the Excess Spread, 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 (i) the Master Servicer on behalf of the Trustee or (ii) the Paying Agent appointed by the Trustee, shall distribute to the Owner of the Excess Spread, a distribution thereof pursuant to Section 4.02(a)(i), 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 (based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b)), in each case to the extent of the Available Distribution Amount:

(i) to the Class A Certificateholders (other than the Class A-8 Certificateholders), Class R Certificateholders and the Owner of the Excess Spread, on a pro rata basis based on Accrued Certificate Interest payable on such Certificates and the amount of Excess Spread with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates and such Excess Spread, as applicable, for such Distribution Date, plus any Accrued Certificate Interest thereon or Excess Spread remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a);

(ii) (X) to the Class A-8 Certificateholders, the Class A-8 Principal Distribution Amount; and

(Y) to the Class A Certificateholders (other than Class A-8 Certificateholders) and Class R Certificateholders, in the priorities and amounts set forth in Section 4.02(b)(ii) through (iv) and Section 4.02(c) and (d), 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 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) any Excess Subordinate Principal Amount for such Distribution Date;

(E) any amounts described in subsection (ii)(Y), clauses (A), (B)
and (C) 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 (E) 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-8 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 the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-8 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;

(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-8 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-8 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-8 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-8 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-8 Collection Shortfalls for such 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 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 and Excess Spread remaining unpaid from any previous Distribution Date will be distributable only to the extent that such unpaid Accrued Certificate Interest or Excess Spread 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 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-8 Certificates, until the Certificate Principal Balance thereof is reduced to zero, an amount (the "Class A-8 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, 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 Cash Liquidation or REO 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 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-8 Collection Shortfalls for such Distribution Date and the amount of any Class A-8 Collection Shortfalls remaining unpaid for all previous Distribution Dates, but only to the extent of the Eligible Funds for such Distribution Date;

(ii) the Senior Principal Distribution Amount shall be distributed to the Class R Certificates, until the Certificate Principal Balance thereof has been reduced to zero;

(iii) from the balance of the Senior Principal Distribution Amount remaining after the distribution, if any, described in clause 4.02(b)(ii) above, an amount equal to the sum of the following shall be distributed to the Class A-6 Certificates and Class A-7 Certificates, on a pro rata basis in proportion to their respective Certificate Principal Balances, in reduction of the respective Certificate Principal Balances thereof, the Lockout Distribution Percentage of the Class A-6 and Class A-7 Certificates' pro rata share (based on the aggregate Certificate Principal Balance thereof relative to the aggregate Certificate Principal Balance of all Classes of Certificates (other than the Class A-8 Certificates)) of the collections described in Section 4.02(a)(ii)(Y)(A) through (C) and (E) without any application of the Senior Percentage or Senior Accelerated Distribution Percentage described therein, provided that if the aggregate of the amounts set forth in Section 4.02(a)(ii)(Y)(A) through (E) is more than the balance of the Available Distribution Amount remaining after the amounts set forth in Section 4.02(a)(i) and 4.02(b)(i) have been distributed, the amount paid to the Class A-6 and Class A-7 Certificates pursuant to this clause (iii) shall be reduced by an amount equal to the Class A-6 and Class A-7 Certificates' pro rata share (based on the


aggregate Certificate Principal Balance thereof relative to the aggregate Certificate Principal Balance of all classes of Senior Certificates (other than the Class A-8 Certificates)) of such difference; and

(iv) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (ii) and (iii) above shall be distributed as follows:

(A) first, 63.1528615718% of such amount to the Class A-1 Certificates and 36.8471384282% of such amount to the Class A-2 Certificates until the Certificate Principal Balance of the Class A-2 Certificates has been reduced to zero;

(B) second, 63.1528615718% of such amount to the Class A-1 Certificates and 36.8471384282% of such amount to the Class A-3 Certificates until the Certificate Principal Balances thereof have been reduced to zero;

(C) third, to the Class A-4 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and

(D) fourth, to the Class A-5 Certificates until the Certificate Principal Balance thereof has been reduced to zero;

provided that if on any Distribution Date the Certificate Principal Balance of the Senior Certificates (other than the Class A-6 Certificates, Class A-7 Certificates and Class A-8 Certificates) have been reduced to zero, clause (iii) above shall no longer apply and 100% of the Senior Principal Distribution Amount remaining after retirement of such Certificates for such Distribution Date shall be distributed to the Class A-6 Certificates and Class A-7 Certificates, on a pro rata basis in reduction of the respective Certificate Principal Balances thereof until the Certificate Principal Balances thereof have 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 Class A-7 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-8 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-8 Certificates and the Senior Principal Distribution Amount will be distributed among all classes of Senior Certificates (other than the Class A-8 Certificates) pro rata in accordance with their respective


outstanding Certificate Principal Balances and the amount set forth in Section 4.02(a)(i) will be distributed as set forth therein; provided that the aggregate amount distributable to the Class A-4, Class A-5 and Class A-7 Certificates will be distributed among such Certificates in the following priority: first, to the Class A-4 Certificates and Class A-5 Certificates, pro rata in accordance with their respective amounts of Accrued Certificate Interest, up to an amount equal to the Accrued Certificate Interest thereon; second, to the Class A-4 Certificates and Class A-5 Certificates, pro rata in accordance with their respective outstanding Certificate Principal Balances, up to the Super Senior Optimal Principal Distribution Amount, in reduction of the Certificate Principal Balances thereof, until such Certificate Principal Balances have been reduced to zero; third, to the Class A-7 Certificates, up to an amount equal to the Accrued Certificate Interest thereon; and fourth, to the Class A-7 Certificates, the remainder of the amount so distributable among the Class A-4, Class A-5 and Class A-7 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 Class A-7 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-8 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-8 Certificates and the Senior Principal Distribution Amount will be distributed among all Classes of Senior Certificates (other than the Class A-8 Certificates) pro rata in accordance with their respective outstanding Certificate Principal Balances and the amount set forth in Section
4.02 (a)(i) will be distributed as set forth therein.

(e) 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 applicable Certificateholders of the Class or Classes to which such Realized Loss was allocated or to the Owner of the Excess Spread, if applicable, (with the amounts to be distributed allocated among such Classes and the Excess Spread in the same proportions as such Realized Loss was allocated), subject to the following: No such distribution shall be in an


amount that would result in total distributions in respect of Excess Spread or on the Certificates of any such Class in excess of the total amounts of principal and interest that would have been distributable thereon if such Cash Liquidation or REO Disposition had occurred but had resulted in a Realized Loss equal to zero. Notwithstanding the foregoing, no such distribution shall be made with respect to the Excess Spread or the Certificates of any Class to the extent that either (i) such Excess Spread or Class was protected against the related Realized Loss pursuant to any instrument or fund established under Section 11.01(e) or (ii) such Excess Spread or 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 with respect to the Certificates of any Class shall be distributed by the Master Servicer to the Certificateholders of record as of the Record Date immediately preceding the date of such distribution, on a pro rata basis based on the Percentage Interest represented by each Certificate of such Class as of such Record Date. 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.

(f) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Registrar, the Company or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law.

(g) 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 and the Owner of the
Excess Spread.

(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, the Owner of the Excess Spread and the Company a statement setting forth the following information as to the Excess Spread and 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 and to the Owner of the Excess Spread;

(iii) if the distribution to the Holders of such Class of Certificates or such Owner is less than the full amount that would be distributable to such Holders or Owner 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;

(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 Spread Rate for such Distribution Date;

(xiii) the occurrence of the Credit Support Depletion Date;

(xiv) the Senior Accelerated Distribution Percentage applicable to such distribution;

(xv) the Senior 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.

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 Owner of the Excess Spread or 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 and the Owner of the Excess Spread 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, 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 and the Excess Spread 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.

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-8 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-8 Certificates), Class R Certificates and, in respect of the interest portion of such Realized Losses, the Excess Spread, 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-8 Certificates), Class M, Class B and Class R Certificates, and, in respect of the interest portion of such Realized Losses, the Excess Spread, 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-8 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-8 Certificates), Class M, Class B and Class R Certificates on a pro rata basis, as described below; except that Defaulted Mortgage Losses otherwise allocable to the Class A-4 and Class A-5 Certificates will be allocated to the Class A-7 Certificates until the Certificate Principal Balance of the Class A-7 Certificates 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 and the Excess Spread means an allocation on a pro rata basis, among the various Classes so specified and the Excess Spread, 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 or amount of Excess Spread 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. 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 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 evidenced thereby.

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.


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 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.


ARTICLE V

THE CERTIFICATES AND EXCESS SPREAD

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 upon receipt by the Trustee or one or more Custodians of the documents specified in Section 2.01. The Certificates, other than the 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 and Class A-7 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-8, Class M-1, Class M-2, 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-8     $ 25,420.11
Class M-1     $ 25,900.00
Class M-2     $250,600.00
Class M-3     $250,500.00
Class B-1     $250,300.00
Class B-2     $250,100.00
Class B-3     $250,237.43

The Class R Certificates shall be issuable in minimum denominations of not less than a 20% Percentage Interest; provided, however, that one Class R 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%.

The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar by manual signature, and such certificate upon any


Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

(b) The Class A Certificates, other than the Class A-8 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-8 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 and performed by the Trustee, and the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.

Section 5.02. Registration of Transfer and Exchange of Certificates and Restrictions on Transfer of Excess Spread.

(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 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 and aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Certificates of such Class which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing.


(d) No transfer, sale, pledge or other disposition of a Class 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 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 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 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 Class A-7, Class M, Class B or Class R Certificate presented for registration in the name of any Person, either (i) the Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer to the effect that the purchase or holding of such Class M, Class B or Class R 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 (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 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) the prospective Transferee shall be required to provide the Trustee, the Company and the Master Servicer with a certification to the effect set forth in paragraph six of Exhibit J (with respect to any Class M Certificate or any Class B Certificate) or with a certification to the effect set forth in paragraph five of Exhibit I-1 (with respect to any Class R Certificate), which the Trustee may rely upon without further inquiry or investigation, or such other certifications as the Trustee may deem desirable or necessary in order to establish that such Transferee or the Person in whose name such registration is requested is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition. So long as the Class A-7 Certificates are Book-Entry Certificates, any Transferee of a Class A-7 Certificate will be deemed to have represented by such Transfer that either (i) such Transferee (A) 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) is an insurance company, the source of funds to be used by it to purchase the Certificate is an "insurance company general account" (within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Section III of PTCE 95-60, or (ii) the purchase and holding 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.

(f) (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions:

(A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee.


(B) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as Exhibit 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 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(g) 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 Regulations
Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a "pass-through interest holder."

(ii) The Trustee will register the Transfer of any Class R Certificate only if it shall have received the Transfer Affidavit and Agreement, a certificate of the Holder requesting such transfer in the form attached hereto as Exhibit 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 Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate. The 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(g) 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 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.

(g) No service charge shall be made for any transfer or exchange of Certificates of any Class, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

(h) All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar.

(i) So long as the Excess Spread remains uncertificated, no transfer, sale, pledge or other disposition thereof shall be made by Residential Funding.


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(g).

Section 5.05. Appointment of Paying Agent.

The Trustee may appoint a Paying Agent for the purpose of making distributions to the Certificateholders and the Owner of the Excess Spread 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 and the Owner of the Excess Spread 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 and the Owner of the Excess Spread.


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 and the Owner of the Excess Spread in trust for the benefit of the Certificateholders and such Owner entitled thereto until such sums shall be paid to such Certificateholders and such Owner. 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 and such Owner 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 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.


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 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 or the Owner of the Excess Spread 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.

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.

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 Owner of the Excess Spread or 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 Owner of the Excess Spread or 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 Owner of the Excess Spread or 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 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 or the Owner of the Excess Spread 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.


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.

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 and the Owner of the Excess Spread 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, and the Owner of the Excess Spread if affected thereby, 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 the Owner of the Excess Spread if so affected and (b) no waiver pursuant to this Section 7.04 shall affect the Holders of Certificates or the Owner of the Excess Spread 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.

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 and the Owner of the Excess Spread 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 Trustees 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 the Trust Fund as a REMIC 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 the Trust Fund to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Trustee and are reasonably within the scope of its duties under this Agreement.

(c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

(i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee by the 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 or the Owner of the Excess Spread; and

(v) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee to expend or risk its own funds (including, without limitation, the making of any Advance) or otherwise incur any personal financial liability in the performance of any of its duties as Trustee hereunder, or in the exercise of any of its rights or powers, if the Trustee shall have reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) The Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local taxes imposed on the Trust Fund or its assets or transactions including, without limitation, (A) "prohibited transaction" penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, but only if such taxes arise out of a breach by the Trustee of its obligations hereunder, which breach constitutes negligence or willful misconduct of the Trustee.


Section 8.02. Certain Matters Affecting the

Trustee.

(a) Except as otherwise provided in Section 8.01:

(i) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(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 or the Owner of the Excess Spread, pursuant to the provisions of this Agreement, unless such Certificateholders or such Owner 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 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 the Trust Fund 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.

(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 or the Owner of the Excess Spread 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.

(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 or the Owner of the Excess Spread 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 or Excess Spread 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 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 and the Owner of the Excess Spread at their address as shown in the Certificate Register.

Section 8.10. Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates or the Owner of the Excess Spread 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 and the Owner of the Excess Spread. 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 and the Owner of the Excess Spread of the appointment of any Custodian (other than the Custodian appointed as of the Closing Date) pursuant to this Section 8.11.


Section 8.12. Appointment of Office or Agency.

The Trustee 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 Four Albany Street, New York, New York 10006, 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.

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 9.02, the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee created hereby in respect of the Certificates and the Excess Spread (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders and the Owner of the Excess Spread 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 the Trust Fund 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.

(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 and the Owner of the Excess Spread (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 and the Owner of the Excess Spread 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 and the Excess Spread 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 and the Owner of the Excess Spread as aforesaid, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders and the Owner of the Excess Spread. 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, Class B 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 previously unpaid Accrued Certificate Interest, subject to the priority set forth in Section 4.02(a), 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) and the Excess Spread. The Trustee shall also distribute to the Owner the Excess Spread.

(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 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. Additional Termination

Requirements.

(a) The Trust Fund 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 the Trust Fund to comply with the requirements of this Section 9.02 will not
(i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause the Trust Fund 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 the Trust Fund 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 the Trust Fund 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 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 the


Trust Fund at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

ARTICLE X

REMIC PROVISIONS

Section 10.01 REMIC Administration.

(a) The REMIC Administrator shall make an election to treat the Trust Fund as a REMIC under the Code and, if necessary, under applicable state law. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of the Trust Fund, the Class A, Class M and Class B Certificates and the Excess Spread shall be designated as the "regular interests" and the Class R Certificates shall be designated as the sole class of "residual interests" in the REMIC. The REMIC Administrator and the Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in the REMIC other than the Certificates.

(b) The Closing Date is hereby designated as the "startup day" of 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 the Class R Certificates and shall be designated as "the tax matters person" with respect to the REMIC in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. Residential Funding, as tax matters person, shall (i) act on behalf of the REMIC 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 by any successor Master Servicer hereunder for so acting as the REMIC Administrator.

(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are


required with respect to the REMIC created hereunder and deliver such Tax Returns in a timely manner to the Trustee and the Trustee shall sign and file such Tax Returns in a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Trustee with respect to any tax or liability arising from the Trustee's signing of Tax Returns that contain errors or omissions. The Trustee and Master Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns.

(e) The REMIC Administrator shall provide (i) to any Transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount 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 the REMIC.

(f) The Master Servicer and the REMIC Administrator shall take such actions and shall cause the REMIC created hereunder to take such actions as are reasonably within the Master Servicer's or the REMIC Administrator's control and the scope of its duties more specifically set forth herein as shall be necessary or desirable to maintain the status thereof as a REMIC under the REMIC Provisions (and the Trustee shall assist the Master Servicer and the REMIC Administrator, to the extent reasonably requested by the Master Servicer and the REMIC Administrator to do so). In performing their duties more specifically set forth herein, the Master Servicer and the REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective control that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (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 the REMIC 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 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 the REMIC or its assets, or causing the REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Trustee will consult with the Master Servicer or the REMIC Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the REMIC and the Trustee shall not take any such action or cause the REMIC 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 the REMIC as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.

(g) In the event that any tax is imposed on "prohibited transactions" of the REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on "net income from foreclosure property" of the REMIC as defined in Section 860G(c) of the Code, on any contributions to the REMIC 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 (iii) otherwise against amounts on deposit in the Custodial Account as provided by Section 3.10 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall.

(h) The Trustee and the Master Servicer shall, for federal income tax purposes, maintain books and records with respect to the REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.

(i) Following the Startup Day, neither the Master Servicer nor the Trustee shall accept any contributions of assets to the REMIC unless (subject to
Section 10.01(f)) the Master Servicer and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in the REMIC will not cause the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject the REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.

(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which the REMIC will receive a fee or other compensation for services nor permit the 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 the Excess Spread and the Certificate Principal Balance of each Class of Certificates representing a regular interest in the REMIC would be reduced to zero is May 25, 2026, which is the Distribution Date 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 the REMIC.

(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the REMIC, (iii) the termination of the REMIC 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 the REMIC, nor sell or dispose of any investments in the Custodial Account or


the Certificate Account for gain nor accept any contributions to the REMIC after the Closing Date unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the REMIC as a REMIC or (b) unless the Master Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax, cause the REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Section 10.02. Master Servicer 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 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.


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 Certificates by virtue of their being the "residual interests" in the REMIC provided that (A) such change shall not result in reduction of the rating assigned to any such Class of Certificates below the lower of the then- current rating or the rating assigned to such Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect, and (B) such change shall not (subject to Section 10.01(f)), as evidenced


by an Opinion of Counsel (at the expense of the party seeking so to modify, eliminate or add such provisions), cause the Trust Fund or any of the Certificateholders (other than the transferor) to be subject to a federal tax caused by a transfer to a Person that is not a Permitted Transferee,

(vi) to provide for the Excess Spread to be certificated and designated as a Class A Certificate, or

(vii) 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 and the Owner of the Excess Spread, if 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 or of the Excess Spread;

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 or the Excess Spread without the consent of the Holder of such Certificate or the Owner of the Excess Spread,

(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 the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding.

(d) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the substance of such amendment to each Certificateholder and the Owner of the


Excess Spread. 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 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 Regulations 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) the Trust Fund 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.

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 or the Owner of the Excess Spread from time to time as partners or members of an association; nor shall any Certificateholder or the Owner of the Excess Spread 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) Neither the Owner of the Excess Spread nor any 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 and the Owner of the Excess Spread with every other Certificateholder and the Trustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of Certificateholders of such Class or all Classes, as the case may be. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 11.04. Governing Law.

This agreement and the Certificates shall be governed by and construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.


Section 11.05. Notices.

All demands and notices hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid (except for notices to the Trustee which shall be deemed to have been duly given only when received), to (a) in the case of the 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: Bond Administration Team Leader 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, Four Albany Street, New York, New York 10006, Attention: Residential Funding Corporation Series 1996-S10 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 and the Owner of the Excess Spread pursuant to
Section 4.03,

(f) the statements required to be delivered pursuant to Sections 3.18 and 3.19,

(g) a change in the location of the Custodial Account or the Certificate Account,

(h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates or the Owner of the Excess Spread 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 entity not subject to taxation for federal income tax purposes and (ii) the adoption of the Supplemental Article will not endanger the status of the Trust Fund as a REMIC or (subject to
Section 10.01(f)) result in the imposition of a tax upon the Trust Fund (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 860 G (d) of the Code.


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:  /s/Randy Van Zee
                                 --------------------------------
                                  Name:   Randy Van Zee
                                  Title:  Vice President

Attest: /s/Diane S. Wold
       --------------------------
       Name:  Diane S. Wold
       Title: Vice President

RESIDENTIAL FUNDING CORPORATION

[Seal]

                              By:    /s/Diane S. Wold
                                 -----------------------
                                  Name:   Diane S. Wold
                                  Title:  Director


Attest:   /s/Randy Van Zee
       ------------------------
       Name:  Randy Van Zee
       Title: Director

BANKERS TRUST COMPANY,
as Trustee

[Seal]

                              By:  /s/Katherine M. Keller
                                 ---------------------------
                               Name:  Katherine M. Keller
                               Title:  Assistant Secretary

Attest:   /s/Gary R. Vaughn
       --------------------------
       Name:  Gary R. Vaughn
       Title: Assistant Vice President


STATE OF MINNESOTA    )
                      ) ss.:
COUNTY OF HENNEPIN    )

On the 30th day of May, 1996 before me, a notary public in and for said State, personally appeared Randy Van Zee, 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 30th day of May, 1996 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]


STATE OF            )
                      ) ss.:
COUNTY OF             )

On the 30th day of May, 1996 before me, a notary public in and for said State, personally appeared ________________, known to me to be a ______________ of Bankers Trust Company, the New York banking corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said 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]


EXHIBIT A

FORM OF CLASS A CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.

[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 May 30, 1996. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 200% 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] [$100,000] 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]
[$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE], COMPUTED USING 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 OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]

[FOR CLASS A-7: NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON,
UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION
5.02(e) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.]


Certificate No. ____ 7.50% Pass-Through Rate Class A-__ Senior Date of Pooling and Servicing
Agreement and Cut-off Date:


[Percentage Interest: ___%]

May 1, 1996
Aggregate [Initial Certificate Principal Balance] of the Class A-__ Certificates:

First Distribution Date:

June 25, 1996

Master Servicer:                 [Initial] [Certificate Principal
Residential Funding              Balance] of this
Corporation               Certificate: $_____________]

Assumed Final
Distribution Date:               CUSIP 760944-_____

MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S10

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 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 created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Company, the Master Servicer and Bankers Trust Company, 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.]

[FOR CLASS A-7: No transfer of this certificate may be made to any person, unless the transferee provides either a certification pursuant to
Section 5.02(e) of the agreement or an opinion of counsel satisfactory to the Master Servicer, the Company and the Trustee that the purchase of this certificate will not constitute or result in a non-exempt 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 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 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.

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.


IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:                           BANKERS TRUST COMPANY,
                                 as Trustee


                                 By:
                                         Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class A-__ Certificates referred to in the within- mentioned Agreement.

BANKERS TRUST COMPANY,
as Certificate Registrar

By:
Authorized Signatory


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.


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] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN 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 MAY 30, 1996. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT 200% 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.]


Certificate No. ___                    7.50% Pass-Through Rate

Class M-___ Subordinate                Aggregate Certificate
                                       Principal Balance
                                       of the Class M Certificates:
Date of Pooling and Servicing     $_______________
Agreement and Cut-off Date:
May 1, 1996                      Initial Certificate Principal
                                       Balance of this Certificate:
First Distribution Date:         $_______________
June 25, 1996
                                       CUSIP: 760944-_____
Master Servicer:
Residential Funding Corporation

Assumed Final Distribution Date:
_________

MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S10

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 Certificate Principal Balance of this Certificate by the aggregate Certificate Principal Balance of all Class M-__ 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 and Bankers Trust Company, 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 Trustee has received 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 will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the form as described by the Agreement, either stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan, or stating that the transferee is an insurance company, the source of funds to be used by it to purchase the Certificate is an "insurance company general account" (within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Section III of PTCE 95-60.

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.

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.


IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:                           BANKERS TRUST COMPANY,
                                 as Trustee


                                 By:
                                         Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class M-__ Certificates referred to in the within- mentioned Agreement.

BANKERS TRUST COMPANY,
as Certificate Registrar

By:
Authorized Signatory


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.


EXHIBIT C

FORM OF CLASS B CERTIFICATE

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES, CLASS R CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).

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.

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT

INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN 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 MAY 30, 1996. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 200% 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.


Certificate No. __                     7.50 % 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:    $_______________
May 1, 1996
                                       Initial Certificate Principal
                                       Balance of this Certificate:
First Distribution Date:         $_______________
June 25, 1996

Master Servicer:
Residential Funding Corporation

Assumed Final Distribution Date:

MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S10

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 Certificate Principal Balance of this Certificate by the aggregate 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 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 Bankers Trust Company, 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 such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event that such a transfer is to be made, (i) the Trustee or the Company may require an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee and the Company that such transfer is exempt (describing


the applicable exemption and the basis therefor) from or is being made pursuant to the registration requirements of the Securities Act of 1933, as amended, and of any applicable statute of any state and (ii) the transferee shall execute an investment letter in the form described by the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Company, the Master Servicer and the Certificate Registrar acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such Federal and state laws. In connection with any such transfer, the Trustee will also require 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 will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
(ii) a representation letter, in the form as described by the Agreement, either stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan, or stating that the transferee is an insurance company, the source of funds to be used by it to purchase the Certificate is an "insurance company general account" (within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Section III of PTCE 95-60.

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.

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.


IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:                           BANKERS TRUST COMPANY,
                                 as Trustee


                                 By:
                                         Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class M-__ Certificates referred to in the within- mentioned Agreement.

BANKERS TRUST COMPANY,
as Certificate Registrar

By:
Authorized Signatory


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.


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").

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY 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.


Certificate No. ___                    7.50% 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:
May 1, 1996                      Initial Certificate Principal
                                       Balance of this Certificate:
First Distribution Date:         $_______________
June 25, 1996
                                       Percentage Interest:
Master Servicer:                       _______%
Residential Funding Corporation
                                       CUSIP 760944-_____
Assumed Final Distribution Date:
_________________

MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S10

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 and Bankers Trust Company, 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.

No transfer of this Class R Certificate will be made unless the Trustee has received 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 R Certificate will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan.

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.

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.

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.


IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:                           BANKERS TRUST COMPANY,
                                 as Trustee


                                 By:
                                         Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class R Certificates referred to in the within- mentioned Agreement.

BANKERS TRUST COMPANY,
as Certificate Registrar

By:
Authorized Signatory


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.


EXHIBIT E

CUSTODIAL AGREEMENT

THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the "Agreement"), dated as of May 1, 1996, by and among BANKERS TRUST COMPANY, as Trustee (including its successors under the Pooling Agreement defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (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 May 1, 1996, relating to the issuance of Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series 1996-S10 (as in effect on the date of this agreement, the "Original Pooling Agreement," and as amended and supplemented from time to time, the "Pooling Agreement"); and

WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of receiving and holding certain documents and other instruments delivered by the Company and the Master Servicer under the Pooling Agreement, all upon the terms and conditions and subject to the limitations hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Trustee, the Company, the Master Servicer and the Custodian hereby agree as follows:

ARTICLE I

Definitions

Capitalized terms used in this Agreement and not defined herein shall have the meanings assigned in the Original Pooling Agreement, unless otherwise required by the context herein.


ARTICLE II

Custody of Mortgage Documents

Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage Files. The Custodian, as the duly appointed agent of the Trustee for these purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage Loans identified on the schedule attached hereto (the "Mortgage Files") and declares that it holds and will hold the Mortgage Files as agent for the Trustee, in trust, for the use and benefit of all present and future Certificateholders.

Section 2.2. Recordation of Assignments. If any Mortgage File includes one or more assignments 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 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 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. 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.

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 $10,000,000 and is qualified to do business in the jurisdictions in which it will hold any Mortgage File.

ARTICLE IV

Miscellaneous Provisions

Section 4.1. Notices. All notices, requests, consents and demands and other communications required under this Agreement or pursuant to any other instrument or document delivered hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally, by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at the addresses specified on the

signature page hereof (unless changed by the particular party whose address is stated herein by similar notice in writing), in which case the notice will be deemed delivered when received.

Section 4.2. Amendments. No modification or amendment of or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto, and neither the Company, the Master Servicer nor the Trustee shall enter into any amendment hereof except as permitted by the Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any amendment or supplement to the Pooling Agreement and furnish the Custodian with written copies thereof.

Section 4.3. Governing Law. This Agreement shall be deemed a contract made under the laws of the State of New York and shall be construed and enforced in accordance with and governed by the laws of the State of New York.

Section 4.4. Recordation of Agreement. To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the Trustee (pursuant to the request of holders of Certificates evidencing undivided interests in the aggregate of not less than 25% of the Trust Fund), but only upon direction accompanied by an Opinion of Counsel reasonably satisfactory to the Master Servicer to the effect that the failure to effect such recordation is likely to materially and adversely affect the interests of the Certificateholders.

For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

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.

IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.

Address:                        BANKERS TRUST COMPANY,
                                as Trustee
________________________
________________________

Attention: Residential Funding Corporation Series 1996-S10
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
                                Title:  Trust Officer

STATE OF NEW YORK                   )
                                    ) ss.:
COUNTY OF NEW YORK                  )

On the 30th day of May, 1996, before me, a notary public in and for said State, personally appeared _______________________, known to me to be a Vice President of Bankers Trust Company, a New York banking corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said 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]


STATE OF MINNESOTA              )
                                ) ss.:
COUNTY OF HENNEPIN              )

On the 30th day of May, 1996, 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]


STATE OF MINNESOTA               )
                                 ) ss.:
COUNTY OF HENNEPIN               )

On the 30th day of May, 1996, 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 30th day of May, 1996, 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]


EXHIBIT ONE

FORM OF CUSTODIAN
INITIAL CERTIFICATION

May 30, 1996

Bankers Trust Company
Four Albany Street
New York, New York 10006

Attention: Residential Funding Corporation Series 1996-S10

Re: Custodial Agreement dated as of May 1, 1996, by and among Bankers Trust Company, Residential Funding Mortgage Securities I, Inc., Residential Funding Corporation and Norwest Bank Minnesota, National Association, Mortgage Pass-Through Certificates, Series 1996-S10

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:


EXHIBIT TWO

FORM OF CUSTODIAN INTERIM CERTIFICATION

________________ ____, 1996

Bankers Trust Company
Four Albany Street
New York, New York 10006

Attention: Residential Funding Corporation Series 1996-S10

Re: Custodial Agreement dated as of May 1, 1996, by and among Bankers Trust Company, Residential Funding Mortgage Securities I, Inc., Residential Funding Corporation and Norwest Bank Minnesota, National Association, Mortgage Pass-Through Certificates, Series 1996-S10

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:


EXHIBIT THREE

FORM OF CUSTODIAN FINAL CERTIFICATION

_____________ ___, 1996

Bankers Trust Company
Four Albany Street
New York, New York 10006

Attention: Residential Funding Corporation Series 1996-S10

Re: Custodial Agreement dated as of May 1, 1996, by and among Bankers Trust Company, Residential Funding Mortgage Securities I, Inc., Residential Funding Corporation and Norwest Bank Minnesota, National Association, Mortgage Pass-Through Certificates, Series 1996-S10

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;

(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;

(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:


                                   EXHIBIT F

                             MORTGAGE LOAN SCHEDULE
  RUN ON     : 05/21/96           RFC DISCLOSURE SYSTEM       RFFSD177-01
  AT         : 07.08.15          FIXED RATE LOAN LISTING      AMORTIZED
BALANCE
  SERIES     : RFMSI I 1996-S10                               CUTOFF :
05/01/96
  POOL       : 0004206
             :

:
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 #


1421310 180/728 F 400,000.00 ZZ

                                     360        399,488.11          1
LOT 2 HYDE PARKE ESTATES           8.250          3,005.07         73
                                   8.000          3,005.07      550,000.00
SANTE FE         NM   87501          4            02/15/96         00
0380411109                           05           04/01/96          0
3389350                              O            03/01/26
0

1432253 A52/F06 F 160,000.00 ZZ

                                     360        159,007.67          1
8005 SWEETCREEK ROAD               8.000          1,174.02         50
                                   7.750          1,174.02      320,000.00
DULUTH           GA   30136          2            07/14/95         00
0380149444                           05           09/01/95          0
UNKNOWN                              O            08/01/25
0

1437942 A98/F06 F 246,000.00 ZZ

                                     360        245,017.70          1
252 CHURCHILL ROAD                 8.125          1,826.54         90
                                   7.875          1,826.54      273,500.00
TEANECK          NJ   07666          1            10/25/95         04
0380232851                           05           12/01/95         25
RF950169                             O            11/01/25
0

1439084 A93/F06 F 175,000.00 ZZ

                                         360        171,909.62          1
    85-46 CHEVY CHASE STREET           8.500          1,345.60         56
                                       8.250          1,345.60      315,000.00
    JAMAICA ESTATES  NY   11432          1            10/11/95         00
    0380221581                           05           12/01/95          0
1


    1439084                              O            11/01/25
    0


    1440518          B64/B64             F          230,000.00         ZZ
                                         360        229,690.35          1
    24 GODFREY RD                      8.000          1,687.66         80
                                       7.750          1,687.66      288,000.00
    GLEN ROCK        PA   17327          4            02/02/96         00
    00002632                             05           04/01/96          0
    00002632                             O            03/01/26
    0


    1442106          705/728             F          372,000.00         ZZ
                                         360        371,780.37          1
    70 ROUND HILL DR                   8.625          2,893.38         90
                                       8.375          2,893.38      413,880.00
    FREEHOLD         NJ   07729          1            03/25/96         11
    0380409673                           05           05/01/96         25
    95030307                             O            04/01/26
    0


    1442674          B24/F06             F          264,000.00         ZZ
                                         360        261,442.72          1
    47 MILFORD POINT ROAD              7.750          1,891.33         80
                                       7.500          1,891.33      330,000.00
    MILFORD          CT   06460          1            09/28/95         00
    0380208521                           05           11/01/95          0
    UNKNOWN                              O            10/01/25
    0

1443410 766/F06 F 37,000.00 T

                                         360         36,843.76          1
    6345 COLLINS AVE #637              8.625            287.78         72
                                       8.375            287.78       52,000.00
    MIAMI BEACH      FL   33139          1            09/18/95         00
    0380206715                           06           11/01/95          0
    95HA071                              O            10/01/25
    0


    1445950          B24/F06             F          385,000.00         ZZ
                                         360        383,611.44          1
    228 DAYBREAK ROAD                  8.625          2,994.49         63
                                       8.375          2,994.49      620,000.00
    FAIRFIELD        CT   06490          2            10/05/95         00
    0380219072                           05           12/01/95          0
    1445950                              O            11/01/25
    0


1


    1446314          B24/F06             F          251,550.00         ZZ
                                         360        250,412.27          1
    212 RICHARDS AVE UNIT 5            7.500          1,758.87         78
                                       7.250          1,758.87      325,000.00
    NORWALK          CT   06850          2            10/11/95         00
    0380225871                           03           12/01/95          0
    1446314                              O            11/01/25
    0


    1446316          B24/F06             F          219,000.00         ZZ
                                         360        218,080.76          1
    41 MINIVALE ROAD                   7.875          1,587.90         85
                                       7.625          1,587.90      259,000.00
    STAMFORD         CT   06907          1            10/25/95         11
    0380233552                           05           12/01/95         12
    124005                               O            11/01/25
    0


    1447403          056/728             F          221,400.00         ZZ
                                         360        220,580.89          1
    11 MICHALIS COURT                  8.500          1,702.37         74
                                       8.250          1,702.37      300,000.00
    WEST ISLIP       NY   11795          2            09/27/95         00
    0380232083                           05           12/01/95          0
    0727271                              O            11/01/25
    0


    1447614          A52/F06             F          249,750.00         ZZ
                                         360        248,753.02          1
    3171 WOOD VALLEY                   8.125          1,854.39         90
                                       7.875          1,854.39      277,500.00
    ATLANTA          GA   30327          1            10/14/95         12
    0380226796                           05           12/01/95         25
    123425                               O            11/01/25
    0


    1448275          A52/728             F          128,150.00         ZZ
                                         360        127,651.17          1
    4965 RED ROBIN RIDGE               8.250            962.75         65
                                       8.000            962.75      197,160.00
    ALPHARETTA       GA   30202          1            11/01/95         00
    0380242926                           05           12/01/95          0
    125836                               O            11/01/25
    0


    1449517          935/728             F          104,000.00         ZZ
                                         360        103,680.49          1
    1669 S COUNTY ROAD 275 W           8.500            799.67         80
                                       8.250            799.67      130,000.00
1


    RUSHVILLE        IN   46173          1            11/06/95         00
    0380245333                           05           01/01/96          0
    951105101001                         O            12/01/25
    0

1449744 A93/728 F 250,000.00 ZZ

                                     360        249,128.37          1
128 TANNERS POND ROAD              7.875          1,812.68         88
                                   7.625          1,812.68      285,000.00
GARDEN CITY      NY   11530          1            11/15/95         12
0380252321                           05           01/01/96         17
127146                               O            12/01/25
0

1451541 A52/728 F 247,000.00 ZZ

                                     360        245,988.88          1
4738 ASHFORD CLUB DRIVE            8.000          1,812.40         70
                                   7.750          1,812.40      353,000.00
DUNWOODY         GA   30338          1            10/30/95         00
0380240623                           03           12/01/95          0
125327                               O            11/01/25
0

1452347 B23/728 F 650,000.00 ZZ

                                     360        647,469.97          1
6131 LA PINTURA DRIVE              8.250          4,883.23         69
                                   8.000          4,883.23      950,000.00
LA JOLLA         CA   92037          1            10/24/95         00
0380242819                           05           12/01/95          0
88000768                             O            11/01/25
0

1452357 E01/728 F 240,000.00 ZZ

                                     360        239,281.24          1
87-39 167TH STREET                 8.625          1,866.70         80
                                   8.375          1,866.70      300,000.00
JAMAICA          NY   11432          1            11/21/95         00
0380257205                           05           01/01/96          0
951011                               O            12/01/25
0

1453801 171/728 F 292,550.00 ZZ

                                         360        291,851.64          1
    3109 WOODGREEN COURT               8.625          2,275.42         95
                                       8.375          2,275.42      307,950.00
    THOUSAND OAKS    CA   91360          1            01/09/96         10
    0380348467                           05           02/01/96         30
    58073225                             O            01/01/26
    0
1

1454807 965/728 F 150,000.00 ZZ

                                     360        150,000.00          1
15831 E APPLEBY ROAD               7.625          1,061.69         75
                                   7.375          1,061.69      200,000.00
CHANDLER         AZ   85249          1            04/10/96         00
0380417312                           05           06/01/96          0
138894                               O            05/01/26
0


1457606          A93/728             F          241,500.00         ZZ
                                     360        240,877.62          1
105 SEIDMAN AVE                    8.250          1,814.31         75
                                   8.000          1,814.31      322,000.00
STATEN ISLAND    NY   10312          1            12/11/95         00
0380274986                           05           02/01/96          0
UNKNOWN                              O            01/01/26
0


1457931          E22/728             F          335,000.00         ZZ
                                     360        334,525.59          1
3833 MALIBU VISTA DRIVE            7.750          2,399.98         59
                                   7.500          2,399.98      575,000.00
MALIBU AREA      CA   90265          2            02/02/96         00
0410028047                           05           04/01/96          0
0410028047                           O            03/01/26
0

1458828 001/728 F 29,400.00 ZZ

                                     360         29,328.00          1
6311 CREST GREEN RD                8.500            226.06         70
                                   8.250            226.06       42,000.00
BIRMINGHAM       AL   35212          1            12/07/95         00
0380384843                           01           02/01/96          0
262996                               O            01/01/26
0

1459453 935/728 F 89,800.00 ZZ

                                         360         89,556.57          1
    806 ELLINGTON CIRCLE               8.000            658.92         80
                                       7.750            658.92      112,296.00
    GREENWOOD        IN   46143          1            12/15/95         00
    0380281999                           05           02/01/96          0
    951207201001                         O            01/01/26
    0


    1461317          964/728             F          270,000.00         ZZ
                                         360        269,627.16          1
1


    335 HILL STREET                    7.875          1,957.69         59
                                       7.625          1,957.69      465,000.00
    SAN FRANCISCO    CA   94114          2            02/14/96         00
    0380407099                           03           04/01/96          0
    16280                                O            03/01/26
    0


    1461658          640/640             F          221,250.00         ZZ
                                         360        220,478.61          1
    2109 DEER WOODS COVE               7.875          1,604.22         75
                                       7.625          1,604.22      295,000.00
    GERMANTOWN       TN   38139          2            11/13/95         00
    5616370                              05           01/01/96          0
    5616370                              O            12/01/25
    0

1462750 A19/728 F 265,000.00 ZZ

                                     360        264,652.13          1
595 HIGHLAND STREET                8.125          1,967.62         66
                                   7.875          1,967.62      405,000.00
SOUTH HAMILTON   MA   01982          5            02/16/96         00
0380347451                           05           04/01/96          0
1462750                              O            03/01/26
0

1462769 B24/728 F 250,000.00 ZZ

                                         360        249,339.20          1
    51 FOREST AVE, UNIT 52             8.125          1,856.24         79
                                       7.875          1,856.24      320,000.00
    OLD GREENWICH    CT   06870          2            12/21/95         00
    0380293945                           01           02/01/96          0
    1462769                              O            01/01/26
    0


    1462850          964/728             F          233,000.00         ZZ
                                         360        232,835.54          1
    8499 KENNEDY ROAD                  7.750          1,669.25         67
                                       7.500          1,669.25      352,000.00
    SEBASTOPOL       CA   95472          2            02/27/96         00
    0380409640                           05           05/01/96          0
    16517                                O            04/01/26
    0


    1462923          491/491             F          250,000.00         ZZ
                                         360        248,771.65          1
    90 SUNVIEW DRIVE                   7.875          1,812.68         74
                                       7.625          1,812.68      340,000.00
    SAN FRANCISCO    CA   94131          1            09/26/95         00
    60265655                             05           11/01/95          0
1


    60265655                             O            10/01/25
    0


    1463953          180/728             F          285,200.00         ZZ
                                         360        284,407.15          1
    13013 MAXWELL DRIVE                7.875          2,067.90         90
                                       7.625          2,067.90      316,891.00
    TUSTIN           CA   92680          1            12/21/95         10
    0380431438                           01           02/01/96         25
    UNKNOWN                              O            01/01/26
    0


    1464877          935/728             F          164,800.00         ZZ
                                         360        164,396.39          1
    1105 ALDER LANE                    8.500          1,267.17         80
                                       8.250          1,267.17      206,000.00
    MOUNT PROSPECT   IL   60056          1            12/28/95         00
    0380295437                           05           02/01/96          0
    195121310112106                      O            01/01/26
    0


    1464956          736/728             F          575,000.00         ZZ
                                         360        574,633.35          1
    318 WEST ROSE LANE                 8.250          4,319.78         77
                                       8.000          4,319.78      750,000.00
    PHOENIX          AZ   85013          2            03/27/96         00
    0380412115                           05           05/01/96          0
    456474                               O            04/01/26
    0


    1465111          A19/728             F          256,500.00         ZZ
                                         360        255,953.37          1
    18 RUBBLY ROAD                     7.750          1,837.60         90
                                       7.500          1,837.60      285,000.00
    WENHAM           MA   01984          1            01/26/96         10
    0380321167                           05           03/01/96         25
    5044                                 O            02/01/26
    0


    1465196          377/728             F          360,000.00         ZZ
                                         360        359,024.06          1
    1956 COVENTRY RD                   8.000          2,641.56         90
                                       7.750          2,641.56      400,000.00
    COLUMBUS         OH   43212          4            12/15/95         14
    0380404252                           05           02/01/96         25
    4621512                              O            01/01/26
    0


1


    1466341          570/570             F          326,250.00         ZZ
                                         360        325,588.88          1
    955 SW 21ST WAY                    8.000          2,393.91         90
                                       7.750          2,393.91      362,500.00
    BOCA RATON       FL   33486          1            01/08/96         01
    5837083                              03           03/01/96         25
    5837083                              O            02/01/26
    0


    1466906          356/728             F          248,000.00         ZZ
                                         360        248,000.00          1
    6529 CRESTWOOD DRIVE               8.375          1,884.98         80
                                       8.125          1,884.98      310,000.00
    CASTRO VALLEY    CA   94552          2            03/27/96         00
    0380425976                           03           06/01/96          0
    2336303                              O            05/01/26
    0


    1467499          936/728             F          261,450.00         ZZ
                                         360        261,079.75          1
    371 NEPTUNE AVENUE                 7.750          1,873.06         90
                                       7.500          1,873.06      290,500.00
    ENCINITAS        CA   92024          1            02/01/96         10
    0380424961                           05           04/01/96         25
    6005201                              O            03/01/26
    0


    1467589          003/728             F          288,000.00         ZZ
                                         360        286,927.68          1
    800 NW 116 TERR                    8.125          2,138.39         80
                                       7.875          2,138.39      360,000.00
    PLANTATION       FL   33324          1            12/07/95         00
    0380396748                           05           02/01/96          0
    3627312                              O            01/01/26
    0


    1467823          E01/728             F          246,150.00         ZZ
                                         360        245,774.25          1
    14 FLORENCE DRIVE                  7.375          1,700.10         88
                                       7.125          1,700.10      282,500.00
    SYOSSET          NY   11791          1            02/15/96         04
    0380342239                           05           04/01/96         25
    951050                               O            03/01/26
    0


    1468422          661/661             F          250,000.00         ZZ
                                         360        248,609.84          1
    8997 LAKE KATHRYN DRIVE            7.250          1,705.44         78
                                       7.000          1,705.44      322,500.00
1


    PONTE VEDRA BEA  FL   32082          1            09/29/95         00
    2292613                              03           11/01/95          0
    2292613                              O            10/01/25
    0


    1469440          A91/728             F          169,500.00         ZZ
                                         360        169,391.91          3
    636 BERGEN STREET                  8.250          1,273.40         70
                                       8.000          1,273.40      245,000.00
    BROOKLYN         NY   11238          2            03/04/96         00
    0380380981                           05           05/01/96          0
    UNKNOWN                              O            04/01/26
    0


    1469616          935/728             F           99,920.00         ZZ
                                         360         99,707.18          1
    125 WOODCREST CIRCLE               8.375            759.47         80
                                       8.125            759.47      124,900.00
    STREAMWOOD       IL   60107          1            01/26/96         00
    0380321720                           05           03/01/96          0
    951113101112701                      O            02/01/26
    0


    1469664          A13/728             F          450,000.00         ZZ
                                         360        448,780.11          1
    4680 CREEKWOOD TRAIL               8.000          3,301.94         75
                                       7.750          3,301.94      600,000.00
    ORONO            MN   55359          5            12/22/95         00
    0380391061                           05           02/01/96          0
    950211381                            O            01/01/26
    0


    1469917          387/387             F          311,250.00         ZZ
                                         360        311,051.52          1
    20 LA ENCINA DRIVE                 8.250          2,338.32         75
                                       8.000          2,338.32      415,000.00
    SALINAS          CA   93907          5            03/04/96         00
    579276                               05           05/01/96          0
    579276                               O            04/01/26
    0


    1470536          A83/728             F          300,000.00         ZZ
                                         360        299,186.76          1
    941 BUCKINGHAM CIRCLE              8.000          2,201.29         79
                                       7.750          2,201.29      380,000.00
    ATLANTA          GA   30327          2            12/12/95         00
    0380414723                           05           02/01/96          0
    119352                               O            01/01/26
    0
1

1470925 A73/728 F 131,240.00 ZZ

                                     360        130,953.22          1
25232 VIA CATALINA                 7.625            928.91         75
                                   7.375            928.91      174,990.00
LAGUNA NIGUEL A  CA   92677          1            01/18/96         00
0380321753                           05           03/01/96          0
566412611                            O            02/01/26
0

1471148 A71/728 F 236,000.00 ZZ

                                     360        235,648.61          1
15325 MONTPELLIER AVENUE           7.500          1,650.15         80
                                   7.250          1,650.15      295,000.00
IRVINE           CA   92714          1            02/12/96         00
0380353491                           05           04/01/96          0
96901223625                          O            03/01/26
0

1471157 624/728 F 166,250.00 ZZ

                                     360        165,764.08          1
3517 32ND AVENUE WEST              7.625          1,176.71         94
                                   7.375          1,176.71      177,000.00
SEATTLE          WA   98199          2            12/18/95         11
0380370164                           05           02/01/96         30
85448004443                          O            01/01/26
0

1471339 076/076 F 975,000.00 ZZ

                                         360        973,687.22          1
    5200 PARTRIDGE LANE NW             8.000          7,154.21         75
                                       7.750          7,154.21    1,310,000.00
    WASHINGTON       DC   20016          2            02/08/96         00
    5444922                              05           04/01/96          0
    5444922                              O            03/01/26
    0


    1471756          588/728             F          288,100.00         ZZ
                                         360        287,920.93          1
    820 NANCY WAY                      8.375          2,189.77         88
                                       8.125          2,189.77      328,125.00
    WESTFIELD TOWN   NJ   07091          1            03/22/96         04
    0380402074                           05           05/01/96         25
    960103010                            O            04/01/26
    0


    1472237          B24/728             F          286,200.00         ZZ
                                         360        286,022.11          1
1


    51 FOREST AVENUE UNIT 66           8.375          2,175.33         90
                                       8.125          2,175.33      318,000.00
    OLD GREENWICH    CT   06870          1            03/29/96         04
    0380386350                           01           05/01/96         25
    1472237                              O            04/01/26
    0

1472299 736/728 F 630,000.00 ZZ

                                     360        629,628.05          1
4790 SAND CANYON ROAD              8.625          4,900.08         70
                                   8.375          4,900.08      900,000.00
SOMIS AREA       CA   93066          1            03/14/96         00
0380392408                           05           05/01/96          0
457939                               O            04/01/26
0

1472538 964/728 F 439,200.00 ZZ

                                     360        438,546.04          1
115 TERESITA BOULEVARD             7.500          3,070.96         80
                                   7.250          3,070.96      549,000.00
SAN FRANCISCO    CA   94127          5            02/14/96         00
0380409616                           05           04/01/96          0
16943                                O            03/01/26
0

1472865 B60/728 F 248,850.00 ZZ

                                     360        248,358.35          1
12504 DESTINO STREET               8.125          1,847.70         90
                                   7.875          1,847.70      276,500.00
CERRITOS         CA   90701          2            01/18/96         10
0380326927                           05           03/01/96         25
6382                                 O            02/01/26
0

1472990 462/728 F 324,000.00 ZZ

                                     360        323,391.60          1
11923 E BERYL AVENUE               8.375          2,462.64         79
                                   8.125          2,462.64      415,000.00
SCOTTSDALE       AZ   85259          2            01/17/96         00
0380342494                           03           03/01/96          0
4450896                              O            02/01/26
0

1473036 776/728 F 330,000.00 ZZ

                                         360        330,000.00          1
    351 LOS ROBLES ROAD                7.875          2,392.73         75
                                       7.625          2,392.73      440,000.00
    SOQUEL           CA   95073          1            04/03/96         00
    0380425570                           05           06/01/96          0
1


    6227597                              O            05/01/26
    0

1473306 976/728 F 230,850.00 ZZ

                                         360        230,569.31          1
    356 COLVILLE DRIVE                 8.500          1,775.04         95
                                       8.250          1,775.04      243,000.00
    SAN JOSE         CA   95123          1            02/22/96         10
    0380394263                           05           04/01/96         30
    765264                               O            03/01/26
    0


    1473557          B75/728             F          101,650.00         ZZ
                                         360        101,588.42          1
    5808 HIMALAYA WAY                  8.500            781.60         95
                                       8.250            781.60      107,000.00
    CITRUS HEIGHTS   CA   95610          2            03/11/96         10
    0380426537                           05           05/01/96         30
    2414993                              O            04/01/26
    0


    1473825          935/728             F          110,400.00         ZZ
                                         360        110,249.50          1
    940 W UPLAND                       8.125            819.72         80
                                       7.875            819.72      139,000.00
    MOORESVILLE      IN   46158          1            02/23/96         00
    0380348772                           05           04/01/96          0
    11311901                             O            03/01/26
    0


    1473832          B38/728             F          488,000.00         ZZ
                                         360        487,696.68          1
    42 SOUTHFIELD ROAD                 8.375          3,709.15         67
                                       8.125          3,709.15      730,000.00
    MOUNT VERNON     NY   10552          2            03/07/96         00
    0380403239                           05           05/01/96          0
    W02102                               O            04/01/26
    0


    1473939          A77/728             F          220,000.00         ZZ
                                         360        219,579.89          1
    1425 HIGHLAND AVENUE               7.625          1,557.15         88
                                       7.375          1,557.15      250,000.00
    PLAINFIELD       NJ   07060          1            02/28/96         01
    0380352089                           05           04/01/96         25
    0118585                              O            03/01/26
    0


1


    1474049          964/728             F          240,750.00         ZZ
                                         360        240,391.54          1
    2020 OBERLIN STREET                7.500          1,683.36         75
                                       7.250          1,683.36      321,000.00
    PALO ALTO        CA   94306          2            02/13/96         00
    0380409491                           05           04/01/96          0
    17036                                O            03/01/26
    0


    1474084          147/728             F          392,000.00         ZZ
                                         360        391,416.32          1
    3650 CLIFFSITE DRIVE               7.500          2,740.93         80
                                       7.250          2,740.93      490,000.00
    RANCHO PALOS VE  CA   90275          1            02/14/96         00
    0380409574                           05           04/01/96          0
    635326                               O            03/01/26
    0


    1474100          A45/728             F          250,000.00         ZZ
                                         360        249,012.69          1
    22 FAIRWAY LANE                    8.000          1,834.41         67
                                       7.750          1,834.41      378,000.00
    PEMBROKE         MA   02359          2            02/14/96         00
    0380345539                           05           04/01/96          0
    1474100                              O            03/01/26
    0


    1474145          B47/728             F          272,000.00         ZZ
                                         360        271,614.82          1
    853 HATTE GREY COURT               7.750          1,948.64         80
                                       7.500          1,948.64      340,000.00
    GLEN ELLYN       IL   60137          2            02/16/96         00
    0380346982                           03           04/01/96          0
    1474145                              O            03/01/26
    0


    1474395          B24/728             F          310,000.00         ZZ
                                         360        309,538.42          1
    14 CLUB ROAD                       7.500          2,167.57         69
                                       7.250          2,167.57      450,000.00
    STAMFORD         CT   06905          2            02/12/96         00
    0380342221                           05           04/01/96          0
    UNKNOWN                              O            03/01/26
    0


    1474495          B99/728             F          315,000.00         ZZ
                                         360        314,777.67          1
    156 SALISBURY ROAD                 7.750          2,256.70         79
                                       7.500          2,256.70      400,000.00
1


    BROOKLINE        MA   02146          2            03/04/96         00
    0380363953                           07           05/01/96          0
    JZ964734                             O            04/01/26
    0


    1474581          B60/728             F          265,000.00         ZZ
                                         360        264,660.87          1
    3161 WALKER LEE DRIVE              8.250          1,990.86         80
                                       8.000          1,990.86      332,000.00
    LOS ALAMITOS     CA   90720          2            02/01/96         00
    0380339334                           05           04/01/96          0
    6258                                 O            03/01/26
    0


    1475354          147/728             F          350,000.00         ZZ
                                         360        349,516.67          1
    2901 BRAEHOLM PLACE                7.875          2,537.75         59
                                       7.625          2,537.75      600,000.00
    HERMOSA BEACH    CA   90254          1            02/12/96         00
    0380406901                           05           04/01/96          0
    497468                               O            03/01/26
    0


    1475411          147/728             F          835,000.00         ZZ
                                         360        833,787.46          1
    1 WILDFLOWER                       7.625          5,910.08         65
                                       7.375          5,910.08    1,285,000.00
    LAGUNA NIGUEL    CA   92677          2            02/22/96         00
    0380412917                           03           04/01/96          0
    497452                               O            03/01/26
    0


    1475922          447/447             F          312,000.00         ZZ
                                         360        311,078.94          1
    19099 AVENUE 300                   8.250          2,343.95         78
                                       8.000          2,343.95      400,000.00
    EXETER           CA   93221          2            12/04/95         00
    3333904                              05           02/01/96          0
    3333904                              O            01/01/26
    0


    1476329          180/728             F          368,800.00         ZZ
                                         360        368,277.72          1
    11203 HUNTERS PATH                 7.750          2,642.13         88
                                       7.500          2,642.13      420,000.00
    SAN ANTONIO      TX   78254          2            02/27/96         01
    0380413642                           03           04/01/96         25
    3383064                              O            03/01/26
    0
1




    1476382          387/387             F          249,000.00         ZZ
                                         360        248,815.21          1
    16 MONETA COURT                    7.500          1,741.04         86
                                       7.250          1,741.04      290,000.00
    SAN FRANCISCO    CA   94112          2            03/08/96         04
    584664                               05           05/01/96         25
    584664                               O            04/01/26
    0


    1476435          638/728             F          125,000.00         ZZ
                                         360        124,916.12          1
    185 SALEM STREET                   8.000            917.21         74
                                       7.750            917.21      171,000.00
    LYNNFIELD        MA   01940          2            03/11/96         00
    0380404047                           05           05/01/96          0
    956                                  O            04/01/26
    0


    1476472          881/728             F          228,000.00         ZZ
                                         360        227,560.82          1
    1759 EASTGATE AVENUE               8.250          1,712.89         95
                                       8.000          1,712.89      240,000.00
    UPLAND           CA   91786          1            01/29/96         01
    0380412677                           05           03/01/96         30
    302120                               O            02/01/26
    0


    1476541          A71/728             F          232,500.00         ZZ
                                         360        232,500.00          1
    806 EAST OLIVOS DRIVE              8.000          1,706.00         75
                                       7.750          1,706.00      310,000.00
    SAN GABRIEL      CA   91775          2            04/08/96         00
    0380421686                           05           06/01/96          0
    9601189076                           O            05/01/26
    0


    1476636          964/728             F          232,000.00         ZZ
                                         360        231,836.25          1
    3671 BOISE AVENUE                  7.750          1,662.08         80
                                       7.500          1,662.08      290,000.00
    LOS ANGELES      CA   90066          1            03/21/96         00
    0380409731                           05           05/01/96          0
    171233                               O            04/01/26
    0


    1476669          180/728             F          331,250.00         ZZ
                                         360        331,016.20          1
1


    13101 NORTH HIGHWAY ONE            7.750          2,373.12         49
                                       7.500          2,373.12      687,500.00
    MENDOCINO        CA   95460          1            03/06/96         00
    0380405838                           05           05/01/96          0
    4097549                              O            04/01/26
    0

1476775 354/354 F 295,100.00 ZZ

                                     360        293,531.79          1
6276  BEVERLY'S MILL ROAD          7.750          2,114.13         77
                                   7.500          2,114.13      385,000.00
BROAD RUN        VA   22014          1            11/01/95         00
5257514                              05           12/01/95          0
5257514                              O            11/01/25
0

1476784 354/354 F 288,000.00 ZZ

                                     360        286,299.63          1
2434 E JASMINE STREET              8.250          2,163.65         80
                                   8.000          2,163.65      360,000.00
MESA             AZ   85213          1            07/27/95         00
5316369                              05           09/01/95          0
5316369                              O            08/01/25
0

1476834 354/354 F 310,200.00 ZZ

                                     360        309,197.30          1
8705  STAGE FORD ROAD              8.250          2,330.43         73
                                   8.000          2,330.43      425,000.00
RALEIGH          NC   27615          4            11/17/95         00
9815127                              03           01/01/96          0
9815127                              O            12/01/25
0

1476965 354/354 F 294,800.00 ZZ

                                         360        293,499.26          1
    6199  MEMORIAL DRIVE               7.625          2,086.58         80
                                       7.375          2,086.58      368,500.00
    DUBLIN           OH   43017          1            10/30/95         00
    20083358                             05           12/01/95          0
    20083358                             O            11/01/25
    0


    1477058          354/354             F          292,000.00         ZZ
                                         360        291,167.62          1
    11668  KEMPERWOODS DRIVE           7.750          2,091.92         80
                                       7.500          2,091.92      365,000.00
    CINCINNATI       OH   45249          1            12/06/95         00
    20104121                             03           02/01/96          0
1


    20104121                             O            01/01/26
    0

1477116 354/354 F 228,000.00 ZZ

                                     360        227,412.41          1
1812  HAMPSHIRE COURT              8.250          1,712.89         85
                                   8.000          1,712.89      269,900.00
COMMERCE TWP     MI   48382          1            12/08/95         14
20120564                             03           02/01/96         20
20120564                             O            01/01/26
0

1477160 354/354 F 213,300.00 ZZ

                                     360        212,592.83          1
1430  KENDALL DRIVE                8.125          1,583.75         90
                                   7.875          1,583.75      237,000.00
BOULDER          CO   80303          1            11/22/95         10
20134177                             05           01/01/96         25
20134177                             O            12/01/25
0

1477161 354/354 F 312,800.00 ZZ

                                     360        311,709.43          1
6204  MAPLETON COURT               7.875          2,268.02         80
                                   7.625          2,268.02      391,000.00
BRENTWOOD        TN   37027          1            11/27/95         00
20134334                             03           01/01/96          0
20134334                             O            12/01/25
0

1477178 354/354 F 339,000.00 ZZ

                                     360        338,059.06          1
3906  FRONTENAC PLACE              7.875          2,457.62         71
                                   7.625          2,457.62      477,521.00
COLOMBIA         MO   65203          4            12/19/95         00
20140059                             05           02/01/96          0
20140059                             O            01/01/26
0

1477473 354/354 F 215,250.00 ZZ

                                     360        214,499.51          1
3003  ZAHARIAS DRIVE               7.875          1,560.72         75
                                   7.625          1,560.72      287,000.00
ORLANDO          FL   32837          5            11/27/95         00
24100778                             03           01/01/96          0
24100778                             O            12/01/25
0

1

1477584          354/354             F          360,000.00         ZZ
                                     360        358,973.80          1
1145  WOTAN DRIVE                  7.750          2,579.08         79
                                   7.500          2,579.08      460,000.00
ENCINITAS        CA   92024          4            12/05/95         00
24160996                             05           02/01/96          0
24160996                             O            01/01/26
0


1477667          354/354             F          244,000.00         ZZ
                                     360        243,338.54          1
5022  CHELSHIRE DOWNS ROAD         8.000          1,790.39         80
                                   7.750          1,790.39      305,000.00
GRANITE BAY      CA   95746          1            12/18/95         00
24191918                             03           02/01/96          0
24191918                             O            01/01/26
0

1477703 354/354 F 264,000.00 ZZ

                                         360        263,491.50          1
    127  WOODSMOKE WAY                 8.250          1,983.34         80
                                       8.000          1,983.34      330,000.00
    FOLSOM           CA   95630          4            01/05/96         00
    24210395                             05           03/01/96          0
    24210395                             O            02/01/26
    0


    1477716          354/354             F          378,800.00         ZZ
                                         360        377,951.32          1
    6304  PEBBLEBROOK                  7.500          2,648.63         80
                                       7.250          2,648.63      473,500.00
    CENTREVILLE      VA   22020          1            01/29/96         00
    24223380                             03           03/01/96          0
    24223380                             O            02/01/26
    0


    1477753          354/354             F          250,000.00         ZZ
                                         360        249,627.76          1
    31208  LAMPREY DRIVE               7.500          1,748.04         80
                                       7.250          1,748.04      315,000.00
    UNION CITY       CA   94587          2            02/01/96         00
    24276529                             03           04/01/96          0
    24276529                             O            03/01/26
    0


    1477759          429/429             F          210,000.00         ZZ
                                         360        209,230.31          1
    8 ASHLEY DRIVE                     7.625          1,486.37         56
                                       7.375          1,486.37      378,175.00
1


    FLANDERS         NJ   07836          1            11/28/95         00
    21021993                             05           01/01/96          0
    21021993                             O            12/01/25
    0


    1477763          429/429             F          251,100.00         ZZ
                                         360        249,955.71          1
    13C HICKORY DRIVE                  8.250          1,886.44         90
                                       8.000          1,886.44      279,000.00
    GREENWICH        CT   06831          1            09/29/95         14
    21244892                             05           11/01/95         25
    21244892                             O            10/01/25
    0


    1477766          429/429             F          364,900.00         ZZ
                                         360        363,107.15          1
    9 TROTTER DRIVE                    7.875          2,645.78         80
                                       7.625          2,645.78      456,137.00
    PURDYS           NY   10578          1            09/21/95         00
    21266523                             03           11/01/95          0
    21266523                             O            10/01/25
    0


    1477826          935/728             F          202,100.00         ZZ
                                         360        201,648.00          1
    8176 CREEKWAY                      8.000          1,482.94         80
                                       7.750          1,482.94      252,730.00
    PLAINFIELD       IN   46168          1            02/23/96         00
    0380349358                           05           04/01/96          0
    960215101111111                      O            03/01/26
    0


    1477999          637/728             F          232,500.00         ZZ
                                         360        232,170.74          1
    8 COOPER PLACE                     7.750          1,665.66         75
                                       7.500          1,665.66      310,000.00
    HARRINGTON PARK  NJ   07640          1            02/26/96         00
    0380407024                           05           04/01/96          0
    4040119                              O            03/01/26
    0


    1478029          559/728             F          340,000.00         ZZ
                                         360        339,734.77          1
    17152 WESTPORT DRIVE               7.250          2,319.40         80
                                       7.000          2,319.40      425,000.00
    HUNTINGTON BEAC  CA   92649          1            03/06/96         00
    0380393844                           05           05/01/96          0
    0458414                              O            04/01/26
    0
1

1478298 171/728 F 247,450.00 ZZ

                                         360        247,279.70          1
    5906 EAST BLUE BONNET COURT        7.875          1,794.19         95
                                       7.625          1,794.19      260,519.00
    ORANGE           CA   92669          1            03/11/96         04
    0380417221                           03           05/01/96         30
    04076968                             O            04/01/26
    0


    1478419          731/728             F          266,000.00         ZZ
                                         360        265,513.15          1
    700 KEYES AVENUE                   8.500          2,045.31         70
                                       8.250          2,045.31      380,000.00
    ANGWIN           CA   94508          5            01/25/96         00
    0380419037                           05           03/01/96          0
    110540495                            O            02/01/26
    0


    1478518          B57/728             F          624,000.00         ZZ
                                         360        623,081.71          1
    6 RINCON POINT LANE                7.750          4,470.41         80
                                       7.500          4,470.41      780,000.00
    CARPINTERIA      CA   93013          1            02/23/96         00
    0380427014                           09           04/01/96          0
    9610245                              O            03/01/26
    0


    1478519          964/728             F          256,000.00         ZZ
                                         360        255,637.46          1
    4221 CALHOUN DRIVE                 7.750          1,834.02         80
                                       7.500          1,834.02      320,000.00
    HUNTINGTON BEAC  CA   92649          1            02/16/96         00
    0380410978                           05           04/01/96          0
    17166                                O            03/01/26
    0


    1478551          491/491             F          212,268.60         ZZ
                                         307        211,861.51          1
    2760 COURTSIDE DRIVE               8.250          1,662.20         86
                                       7.625          1,662.20      249,000.00
    ROSEVILLE        CA   95661          1            01/02/96         10
    5412684                              03           04/01/96         17
    5412684                              O            10/01/21
    0


    1478555          638/728             F          330,000.00         ZZ
                                         360        330,000.00          1
1

891 CAMBRIDGE DRIVE 7.875 2,392.73 74

                                   7.625          2,392.73      450,000.00
SANTA BARBARA    CA   93111          2            03/26/96         00
0380409855                           05           06/01/96          0
8551606                              O            05/01/26
0


1478559          668/728             F          288,800.00         ZZ
                                     360        288,348.04          1
335 EL TOYONAL                     7.250          1,970.13         95
                                   7.000          1,970.13      304,000.00
ORINDA           CA   94563          1            02/23/96         04
0380413667                           05           04/01/96         30
6340038                              O            03/01/26
0


1478623          B24/728             F        1,000,000.00         ZZ
                                     360        998,619.10          1
457 OCEAN DRIVE WEST               7.875          7,250.69         48
                                   7.625          7,250.69    2,100,000.00
STAMFORD         CT   06902          2            02/19/96         00
0380349226                           05           04/01/96          0
1478623                              O            03/01/26
0

1478669 B47/728 F 236,500.00 ZZ

                                     360        236,333.09          1
418 SOUTH GIBBONS AVENUE           7.750          1,694.31         85
                                   7.500          1,694.31      280,900.00
ARLINGTON HEIGH  IL   60004          2            03/06/96         19
0380367228                           05           05/01/96         22
1478669                              O            04/01/26
0

1478671 896/728 F 300,000.00 ZZ

                                         360        299,808.70          1
    3515 PRESTON TRAIL                 8.250          2,253.80         75
                                       8.000          2,253.80      400,000.00
    MARTINEZ         GA   30907          2            03/25/96         00
    0380407511                           03           05/01/96          0
    UNKNOWN                              O            04/01/26
    0


    1478674          668/728             F          341,100.00         ZZ
                                         360        340,871.12          1
    19 KINGWOOD ROAD                   8.000          2,502.88         90
                                       7.750          2,502.88      379,000.00
    OAKLAND          CA   94619          1            03/04/96         04
    0380407321                           05           05/01/96         25
1


    6340061                              O            04/01/26
    0


    1478798          369/728             F          246,150.00         ZZ
                                         360        245,625.44          1
    26660 N 160TH STREET               7.750          1,763.45         90
                                       7.500          1,763.45      273,514.00
    SCOTTSDALE       AZ   85255          4            02/02/96         12
    0380360835                           05           03/01/96         25
    48666937                             O            02/01/26
    0


    1478877          447/447             F          735,000.00         ZZ
                                         240        722,932.64          1
    11111 DEVEREUX STATION LANE        7.625          5,977.41         70
                                       7.375          5,977.41    1,050,000.00
    FAIRFAX STATION  VA   22039          2            07/24/95         00
    3176683                              03           09/01/95          0
    3176683                              O            08/01/15
    0


    1478884          E22/728             F          355,200.00         ZZ
                                         360        354,733.73          1
    1100 VIA ZUMAYA                    8.125          2,637.35         80
                                       7.875          2,637.35      444,000.00
    PALOS VERDES ES  CA   90274          1            02/23/96         00
    0410095467                           05           04/01/96          0
    0410095467                           O            03/01/26
    0


    1478993          686/686             F          298,750.00         ZZ
                                         360        297,636.27          1
    1657 KLIPSPRINGER DRIVE            8.625          2,323.65         90
                                       8.375          2,323.65      332,000.00
    SAN JOSE         CA   95124          1            01/29/96         01
    30816849749                          05           03/01/96         25
    30816849749                          O            02/01/26
    0

1479034 E22/728 F 86,500.00 ZZ

                                     360         86,447.60          2
1621-1623 DEL AMO BOULEVARD        8.500            665.11         47
                                   8.250            665.11      185,000.00
TORRANCE AREA    CA   90501          2            03/25/96         00
0410087795                           05           05/01/96          0
0410087795                           O            04/01/26
0

1

1479074 147/728 F 495,900.00 ZZ

                                     360        495,558.72          1
3505 RANCHERO ROAD                 7.875          3,595.62         80
                                   7.625          3,595.62      619,900.00
PLANO            TX   75093          1            03/05/96         00
0380406851                           03           05/01/96          0
483147                               O            04/01/26
0

1479094 147/728 F 247,000.00 ZZ

                                         360        246,691.87          1
    1309 CAMINO DEL SUR                8.375          1,877.38         95
                                       8.125          1,877.38      260,000.00
    SAN DIMAS        CA   91773          1            02/28/96         04
    0380406703                           05           04/01/96         30
    856221                               O            03/01/26
    0


    1479114          A23/728             F          573,100.00         ZZ
                                         360        572,685.20          1
    45 MONADNOCK ROAD                  7.625          4,056.37         67
                                       7.375          4,056.37      857,000.00
    NEWTON           MA   02167          5            03/07/96         00
    0380368507                           05           05/01/96          0
    1479114                              O            04/01/26
    0


    1479185          920/728             F          242,000.00         ZZ
                                         360        242,000.00          1
    26 HILLTOP DRIVE                   8.375          1,839.37         62
                                       8.125          1,839.37      395,000.00
    SAN CARLOS       CA   94070          2            04/09/96         00
    0380416744                           05           06/01/96          0
    961319                               O            05/01/26
    0


    1479317          B26/728             F          250,000.00         ZZ
                                         360        249,848.55          1
    628 VANDAM STREET                  8.500          1,922.28         84
                                       8.250          1,922.28      300,000.00
    NORTH WOODMERE   NY   11581          1            03/27/96         04
    0380405879                           05           05/01/96         12
    6311011372R                          O            04/01/26
    0


    1479509          E22/728             F          540,000.00         ZZ
                                         360        539,628.38          1
    85400 SOUTH WILLAMETTE STREET      7.875          3,915.37         80
                                       7.625          3,915.37      675,000.00
1


    EUGENE           OR   97405          2            03/08/96         00
    0410032775                           05           05/01/96          0
    0410032775                           O            04/01/26
    0


    1479541          640/728             F          250,800.00         ZZ
                                         360        250,265.54          1
    2221 CROSS DRIVE                   7.750          1,796.76         90
                                       7.500          1,796.76      278,750.00
    MEMPHIS          TN   38112          1            01/31/96         14
    0380408188                           05           03/01/96         25
    9601167                              O            02/01/26
    0


    1479542          A52/728             F          360,000.00         ZZ
                                         360        359,477.22          1
    4 SPRINGFIELD CROSS                7.625          2,548.06         80
                                       7.375          2,548.06      450,000.00
    SAVANNAH         GA   31411          2            02/16/96         00
    0380350406                           03           04/01/96          0
    137355                               O            03/01/26
    0


    1479547          734/734             F          230,000.00         ZZ
                                         360        229,674.29          1
    11 PLUM STREET                     7.750          1,647.75         71
                                       7.625          1,647.75      325,000.00
    NANTUCKET        MA   02554          5            03/04/96         00
    10009969                             05           04/01/96          0
    10009969                             O            03/01/26
    0


    1479619          668/728             F          242,000.00         ZZ
                                         360        241,621.28          1
    14111 EAST CALEY PLACE             7.250          1,650.87         75
                                       7.000          1,650.87      324,000.00
    ENGLEWOOD        CO   80111          2            02/28/96         00
    0380407297                           03           04/01/96          0
    6340111                              O            03/01/26
    0

1479621 637/728 F 270,000.00 ZZ

                                         360        270,000.00          1
    64-35 ELLWELL CRESCENT             8.250          2,028.42         75
                                       8.000          2,028.42      360,000.00
    REGO PARK        NY   11374          1            04/11/96         00
    0380417163                           05           06/01/96          0
    4782128                              O            05/01/26
    0
1

1479884 638/728 F 500,000.00 ZZ

                                     360        499,638.11          1
2055 VALLEY OAK ROAD               7.625          3,538.97         52
                                   7.375          3,538.97      970,000.00
PLEASANTON       CA   94588          1            03/06/96         00
0380405218                           03           05/01/96          0
681                                  O            04/01/26
0

1479965 429/429 F 259,350.00 ZZ

                                     360        258,610.68          1
12641 CARRINGTON HILL DRIVE        7.750          1,858.02         95
                                   7.500          1,858.02      273,000.00
DARNESTOWN       MD   20878          1            12/15/95         14
21340021                             05           02/01/96         30
21340021                             O            01/01/26
0

1480118 405/405 F 229,500.00 ZZ

                                     360        229,057.93          1
22329 NE 30TH STREET               8.250          1,724.16         90
                                   8.000          1,724.16      256,000.00
REDMOND          WA   98053          2            01/22/96         12
3843638                              03           03/01/96         25
3843638                              O            02/01/26
0

1480148 405/405 F 340,000.00 ZZ

                                         360        339,275.40          1
    3875 WEST NANCY CREEK COURT        7.750          2,435.81         75
                                       7.500          2,435.81      455,500.00
    ATLANTA          GA   30319          2            01/24/96         00
    3855129                              05           03/01/96          0
    3855129                              O            02/01/26
    0


    1480179          147/728             F          670,000.00         ZZ
                                         360        669,527.11          1
    2768 CASIANO ROAD                  7.750          4,799.97         75
                                       7.500          4,799.97      900,000.00
    LOS ANGELES      CA   90077          2            03/06/96         00
    0380407081                           05           05/01/96          0
    497523                               O            04/01/26
    0


    1480338          964/728             F           97,800.00         ZZ
                                         360         97,730.97          1
1

6517 ORANGEWOOD AVENUE 7.750 700.65 68

                                       7.500            700.65      145,000.00
    CYPRESS          CA   90630          2            03/04/96         00
    0380409145                           09           05/01/96          0
    17201                                O            04/01/26
    0


    1480361          731/728             F          615,200.00         ZZ
                                         360        614,807.71          1
    1251 9TH STREET                    8.250          4,621.79         80
                                       8.000          4,621.79      769,000.00
    MANHATTAN BEACH  CA   90266          1            03/25/96         00
    0380404260                           05           05/01/96          0
    5000816                              O            04/01/26
    0


    1480393          964/728             F          279,950.00         ZZ
                                         360        279,950.00          1
    791 26TH AVENUE                    8.000          2,054.17         70
                                       7.750          2,054.17      400,000.00
    SAN MATEO        CA   94403          1            04/16/96         00
    0380425257                           05           06/01/96          0
    17160                                O            05/01/26
    0


    1480662          670/728             F          550,000.00         ZZ
                                         360        545,899.75          1
    22821 RIDGELINE ROAD               7.750          3,940.27         65
                                       7.500          3,940.27      850,000.00
    DIAMOND BAR      CA   91765          2            12/27/95         00
    0380397936                           03           02/01/96          0
    34038850                             O            01/01/26
    0


    1480684          462/728             F          264,000.00         ZZ
                                         360        263,783.60          1
    1028 WALES DRIVE                   7.000          1,756.40         80
                                       6.750          1,756.40      330,714.00
    LA PLATA         MD   20646          1            03/15/96         00
    0380406562                           03           05/01/96          0
    4409645                              O            04/01/26
    0


    1480728          429/429             F          288,000.00         ZZ
                                         360        287,294.63          1
    1204 EDGEVALE ROAD                 8.500          2,214.48         75
                                       8.250          2,214.48      384,000.00
    SILVER SPRING    MD   20910          2            12/22/95         00
    21292412                             05           02/01/96          0
1


    21292412                             O            01/01/26
    0


    1480895          A98/728             F          213,750.00         ZZ
                                         360        213,606.58          1
    714 STELTON STREET                 8.000          1,568.42         75
                                       7.750          1,568.42      285,000.00
    TEANECK          NJ   07666          5            03/28/96         00
    0380389743                           05           05/01/96          0
    RF960138                             O            04/01/26
    0


    1480899          480/728             F          182,300.00         ZZ
                                         360        182,189.56          4
    666 WASHINGTON STREET #2           8.500          1,401.73         67
                                       8.250          1,401.73      275,000.00
    DENVER           CO   80203          2            03/08/96         00
    0380409194                           05           05/01/96          0
    1872407                              O            04/01/26
    0

1480916 559/728 F 275,000.00 ZZ

                                     360        274,829.07          1
315 OCEAN VIEW AVENUE              8.375          2,090.20         62
                                   8.125          2,090.20      450,000.00
SANTA CRUZ       CA   95062          5            03/25/96         00
0380404682                           05           05/01/96          0
0463216                              O            04/01/26
0


1480917          559/728             F          460,000.00         ZZ
                                     360        460,000.00          1
14474 OAK PLACE                    8.250          3,455.83         72
                                   8.000          3,455.83      640,000.00
SARATOGA         CA   95070          2            04/04/96         00
0380418047                           05           06/01/96          0
0479147                              O            05/01/26
0


1480972          976/728             F          248,000.00         ZZ
                                     360        247,824.96          1
142 SIXTEENTH AVENUE               7.750          1,776.71         79
                                   7.500          1,776.71      315,000.00
SAN MATEO        CA   94402          2            03/12/96         00
0380418096                           05           05/01/96          0
795551                               O            04/01/26
0

1

    1480987          976/728             F          365,000.00         ZZ
                                         360        364,469.96          1
    19 SAN SIMEON                      7.625          2,583.45         53
                                       7.375          2,583.45      700,000.00
    LAGUNA NIGUEL    CA   92677          1            02/26/96         00
    0380394016                           03           04/01/96          0
    795823                               O            03/01/26
    0


    1481003          429/429             F          245,250.00         ZZ
                                         360        244,617.98          1
    142 OLD DIKE ROAD                  8.250          1,842.48         90
                                       8.000          1,842.48      272,500.00
    TRUMBULL         CT   06611          1            12/22/95         14
    21343579                             05           02/01/96         25
    21343579                             O            01/01/26
    0


    1481021          E85/728             F          260,000.00         ZZ
                                         360        260,000.00          1
    155 CAMINO DE HERRERA              7.875          1,885.18         80
                                       7.625          1,885.18      325,000.00
    SAN ANSELMO      CA   94960          2            04/03/96         00
    0380416983                           05           06/01/96          0
    9600020                              O            05/01/26
    0


    1481193          731/728             F          411,600.00         ZZ
                                         360        411,357.00          1
    5122 TOPEKA DRIVE                  8.625          3,201.38         80
    (CITY OF LOS ANGELES)              8.375          3,201.38      514,500.00
    TARZANA AREA     CA   91356          1            03/20/96         00
    0380404708                           05           05/01/96          0
    411911399                            O            04/01/26
    0


    1481254          939/728             F          175,750.00         ZZ
                                         360        175,750.00          1
    23-63 21ST STREET                  7.500          1,228.87         95
                                       7.250          1,228.87      185,000.00
    ASTORIA          NY   11105          1            04/17/96         10
    0380424631                           05           06/01/96         30
    9603709                              O            05/01/26
    0


    1481426          447/728             F          255,000.00         ZZ
                                         360        254,428.70          1
    238 WILSHIRE AVENUE                7.500          1,783.00         75
                                       7.250          1,783.00      340,000.00
1


    DALY CITY        CA   94015          2            01/17/96         00
    0380377805                           05           03/01/96          0
    3393409                              O            02/01/26
    0


    1481523          447/728             F          279,500.00         ZZ
                                         360        278,326.80          1
    7751 PINEVILLE CIRCLE              7.875          2,026.57         90
                                       7.625          2,026.57      310,577.00
    CASTRO VALLEY    CA   94552          1            10/26/95         10
    0380378936                           03           12/01/95         20
    7156871                              O            11/01/25
    0


    1481639          B75/728             F          266,000.00         ZZ
                                         360        265,838.86          1
    11200 LAKE VISTA LANE              8.500          2,045.31         94
                                       8.250          2,045.31      285,000.00
    MITCHELLVILLE    MD   20721          2            03/26/96         12
    0380424508                           05           05/01/96         30
    2437655                              O            04/01/26
    0


    1481645          B99/728             F          241,000.00         ZZ
                                         360        240,838.30          1
    79 HAMMERSMITH DRIVE               8.000          1,768.37         75
                                       7.750          1,768.37      325,000.00
    SAUGUS           MA   01906          2            03/25/96         00
    0380386590                           05           05/01/96          0
    LB964868                             O            04/01/26
    0


    1481661          387/387             F          231,000.00         ZZ
                                         360        230,555.04          1
    1553 ILIKAI AVENUE                 8.250          1,735.43         90
                                       8.000          1,735.43      257,000.00
    SAN JOSE         CA   95118          2            01/19/96         04
    576918                               05           03/01/96         25
    576918                               O            02/01/26
    0


    1481708          E22/728             F          258,000.00         ZZ
                                         360        257,826.89          1
    6967 CLIFF AVENUE                  8.000          1,893.11         65
                                       7.750          1,893.11      400,000.00
    BODEGA BAY       CA   94923          2            03/11/96         00
    0410093447                           05           05/01/96          0
    0410093447                           O            04/01/26
    0
1

1481801 439/728 F 307,500.00 ZZ

                                     360        304,729.48          1
2584 DURAZNITOS PLACE              7.500          2,150.09         80
                                   7.250          2,150.09      385,000.00
RAMONA           CA   92065          2            02/09/96         00
0380363227                           05           04/01/96          0
1835093                              O            03/01/26
0

1481918 936/728 F 273,400.00 ZZ

                                     360        273,221.16          1
11461 EASTRIDGE PLACE              8.125          2,029.99         79
                                   7.875          2,029.99      350,000.00
SAN DIEGO        CA   92131          2            03/07/96         00
0380405333                           03           05/01/96          0
6024632                              O            04/01/26
0

1481927 893/728 F 320,000.00 ZZ

                                         360        320,000.00          1
    312 MIRAMONTES AVENUE              8.250          2,404.05         80
                                       8.000          2,404.05      400,000.00
    HALF MOON BAY    CA   94019          1            04/01/96         00
    0380404096                           05           06/01/96          0
    1481927                              O            05/01/26
    0


    1481946          936/728             F          232,000.00         ZZ
                                         360        231,848.23          1
    13091 LASSEN WAY                   8.125          1,722.60         85
                                       7.875          1,722.60      275,000.00
    SANTA ANA        CA   92705          2            03/06/96         10
    0380405341                           05           05/01/96         12
    6025209                              O            04/01/26
    0


    1481960          956/728             F          328,000.00         ZZ
                                         360        327,796.13          1
    3511 RAWHIDE COURT                 8.375          2,493.04         80
                                       8.125          2,493.04      410,000.00
    ROCKLIN          CA   95677          2            03/20/96         00
    0380411588                           05           05/01/96          0
    602572                               O            04/01/26
    0


    1481962          964/728             F          295,200.00         T
                                         360        295,025.71          1
1

1340 GREENWOOD AVENUE 8.625 2,296.04 80

                                       8.375          2,296.04      370,000.00
    CALISTOGA        CA   94515          1            03/15/96         00
    0380416132                           05           05/01/96          0
    17158                                O            04/01/26
    0


    1482017          A39/728             F          242,400.00         ZZ
                                         360        242,029.97          1
    373 LUCERO STREET                  7.375          1,674.20         80
                                       7.125          1,674.20      303,000.00
    THOUSAND OAKS    CA   91360          1            02/15/96         00
    0380361593                           05           04/01/96          0
    9600076                              O            03/01/26
    0


    1482034          A93/728             F          232,200.00         ZZ
                                         360        232,044.20          1
    12 ROVEN ROAD                      8.000          1,703.80         90
                                       7.750          1,703.80      258,000.00
    WESLEY HILLS     NY   10952          1            03/26/96         04
    0380384074                           05           05/01/96         25
    1482034                              O            04/01/26
    0


    1482164          E22/728             F          114,000.00         T
                                         360        113,929.15          1
    175-3 PUALOKE PLACE                8.375            866.48         70
                                       8.125            866.48      164,000.00
    LAHAINA          HI   96761          1            03/06/96         00
    0410093306                           09           05/01/96          0
    0410093306                           O            04/01/26
    0


    1482333          976/728             F          305,000.00         ZZ
                                         360        304,805.51          1
    555 MAGELLAN AVENUE                8.250          2,291.37         79
                                       8.000          2,291.37      388,000.00
    SAN FRANCISCO    CA   94116          2            03/07/96         00
    0380394073                           03           05/01/96          0
    819533                               O            04/01/26
    0


    1482343          232/232             F          213,000.00         ZZ
                                         360        212,860.67          1
    9562 SOUTH CHEASAPEAKE STREET      8.125          1,581.52         75
                                       7.875          1,581.52      285,000.00
    HIGHLANDS RANCH  CO   80126          2            03/11/96         00
    11007749                             03           05/01/96          0
1


    11007749                             O            04/01/26
    0

1482381 776/728 F 580,000.00 ZZ

                                     360        579,157.77          1
11619 LERDO AVENUE                 7.625          4,105.20         80
GRANADA HILLS AREA                 7.375          4,105.20      725,000.00
LOS ANGELES      CA   91344          1            02/02/96         00
0380408147                           05           04/01/96          0
2127250                              O            03/01/26
0

1482391 685/728 F 225,000.00 ZZ

                                     360        224,689.29          1
1789 COMMODORE DRIVE               7.875          1,631.41         75
                                   7.625          1,631.41      300,000.00
SAN JOSE         CA   95133          2            02/21/96         00
0380411646                           05           04/01/96          0
103526                               O            03/01/26
0

1482439 744/728 F 497,000.00 ZZ

                                     360        496,313.70          1
19319 SPRING DRIVE                 7.875          3,603.59         70
                                   7.625          3,603.59      710,000.00
SONOMA           CA   95476          2            02/08/96         00
0380408279                           05           04/01/96          0
76284                                O            03/01/26
0

1482552 976/728 F 264,000.00 ZZ

                                         360        263,835.90          1
    41625 NORTH KACHINA ROAD           8.375          2,006.60         80
                                       8.125          2,006.60      330,000.00
    CAREFREE         AZ   85377          1            03/21/96         00
    0380418658                           03           05/01/96          0
    820359                               O            04/01/26
    0


    1482754          702/702             F          261,500.00         ZZ
                                         360        261,333.25          1
    ROUTE 36                           8.250          1,964.56         75
                                       8.000          1,964.56      350,000.00
    ST ALBANS        VT   05478          2            03/21/96         00
    5027800                              05           05/01/96          0
    5027800                              O            04/01/26
    0


1


    1482816          147/728             F          222,750.00         ZZ
                                         360        222,592.78          1
    149 MICHELE CIRCLE                 7.750          1,595.81         90
                                       7.500          1,595.81      247,500.00
    NOVATO           CA   94947          1            03/12/96         11
    0380406984                           03           05/01/96         25
    478243                               O            04/01/26
    0

1482850 163/163 F 283,050.00 ZZ

                                     360        282,461.78          1
3001 ARLINGTON WEBB BRITTON RD     7.875          2,052.31         85
                                   7.625          2,052.31      333,000.00
GRAND PRAIRIE    TX   75052          4            01/30/96         14
55447645                             05           03/01/96         12
55447645                             O            02/01/26
0

1482882 462/728 F 314,100.00 ZZ

                                         360        313,909.71          1
    383 WEST GRANDVIEW AVENUE          8.500          2,415.16         90
                                       8.250          2,415.16      349,000.00
    SIERRA MADRE     CA   91024          1            03/20/96         10
    0380411992                           05           05/01/96         25
    4472700                              O            04/01/26
    0


    1483236          976/728             F          259,000.00         ZZ
                                         360        258,817.20          1
    5109 HILDA STREET                  7.750          1,855.51         80
                                       7.500          1,855.51      324,000.00
    SAN DIEGO        CA   92110          2            03/13/96         00
    0380393968                           05           05/01/96          0
    811665                               O            04/01/26
    0


    1483255          559/728             F          310,000.00         ZZ
                                         360        309,797.21          1
    6660 HOLSCLAW ROAD                 8.125          2,301.75         65
                                       7.875          2,301.75      480,000.00
    GILROY           CA   95020          1            03/19/96         00
    0380409509                           05           05/01/96          0
    0485656                              O            04/01/26
    0


    1483261          893/728             F          268,000.00         ZZ
                                         360        268,000.00          1
    616 RUISSEAU FRANCAIS              8.000          1,966.49         80
                                       7.750          1,966.49      335,000.00
1


    HALF MOON BAY    CA   94019          1            04/15/96         00
    0380424334                           05           06/01/96          0
    221196                               O            05/01/26
    0


    1483265          893/728             F          360,000.00         T
                                         360        360,000.00          1
    35731 SE 49TH STREET               8.125          2,672.99         75
                                       7.875          2,672.99      480,000.00
    FALL CITY        WA   98024          1            04/01/96         00
    0380427667                           03           06/01/96          0
    1483265                              O            05/01/26
    0


    1483374          A52/728             F          201,000.00         ZZ
                                         360        200,865.13          1
    1 PRIORY ROAD                      8.000          1,474.87         55
                                       7.750          1,474.87      370,000.00
    SAVANNAH         GA   31411          2            03/06/96         00
    0380368457                           03           05/01/96          0
    139690                               O            04/01/26
    0


    1483419          A19/728             F          248,000.00         ZZ
                                         360        247,837.78          1
    11 CAMPBELL ROAD                   8.125          1,841.39         80
                                       7.875          1,841.39      310,000.00
    MIDDLETON        MA   01949          2            03/19/96         00
    0380382623                           05           05/01/96          0
    5226                                 O            04/01/26
    0


    1483447          638/728             F          142,500.00         ZZ
                                         360        142,317.65          1
    11130 CANTLAY STREET               8.250          1,070.55         95
                                       8.000          1,070.55      150,000.00
    SUN VALLEY       CA   91352          2            02/14/96         04
    0380413394                           05           04/01/96         30
    402                                  O            03/01/26
    0


    1483487          E22/728             F          475,000.00         ZZ
                                         360        473,619.61          1
    2330 SHERWOOD ROAD                 8.500          3,652.34         68
                                       8.250          3,652.34      700,000.00
    SAN MARINO       CA   91108          2            02/19/96         00
    0410054852                           05           04/01/96          0
    410054852                            O            03/01/26
    0
1




    1483569          803/728             F          351,700.00         ZZ
                                         360        351,700.00          1
    11 MAHOGANY DRIVE                  8.250          2,642.20         75
                                       8.000          2,642.20      468,990.00
    IRVINE           CA   92720          1            04/02/96         00
    0380408261                           03           06/01/96          0
    650918                               O            05/01/26
    0


    1483570          736/728             F          260,000.00         ZZ
                                         360        260,000.00          1
    2430 GREEN HILL ROAD               8.000          1,907.79         80
                                       7.750          1,907.79      325,000.00
    SEBASTOPOL       CA   95472          1            04/08/96         00
    0380419177                           05           06/01/96          0
    444751                               O            05/01/26
    0


    1483657          964/728             F          412,000.00         ZZ
                                         360        411,716.46          1
    1 MAHOGANY DRIVE                   7.875          2,987.29         80
                                       7.625          2,987.29      515,088.00
    IRVINE           CA   92720          1            03/29/96         00
    0380411414                           05           05/01/96          0
    17286                                O            04/01/26
    0


    1483658          964/728             F          182,400.00         ZZ
                                         360        182,271.26          1
    4077 CHESHIRE DRIVE                7.750          1,306.74         80
                                       7.500          1,306.74      228,000.00
    CYPRESS          CA   90630          1            03/12/96         00
    0380411703                           05           05/01/96          0
    17235                                O            04/01/26
    0


    1483800          956/728             F          376,000.00         ZZ
                                         360        375,518.83          1
    11791 SIERRA SPRING COURT          8.250          2,824.76         80
                                       8.000          2,824.76      470,000.00
    CUPERTINO        CA   95014          2            02/19/96         00
    0380420373                           03           04/01/96          0
    512289                               O            03/01/26
    0


    1483933          354/354             F          300,000.00         ZZ
                                         240        298,413.75          1
1


    2168 TWIN EAGLE DRIVE NO 15        7.750          2,462.85         66
                                       7.500          2,462.85      460,000.00
    TRAVERSE CITY    MI   48686          5            01/26/96         00
    20227823                             01           03/01/96          0
    20227823                             O            02/01/16
    0

1483962 429/429 F 288,350.00 ZZ

                                     360        286,860.91          1
5411 GREEN GLEN LANE               7.625          2,040.93         95
                                   7.375          2,040.93      304,000.00
ALEXANDRIA       VA   22315          2            09/15/95         14
0021193222                           03           11/01/95         30
0021193222                           O            10/01/25
0

1484035 637/728 F 221,350.00 ZZ

                                     360        221,208.85          1
145 SKOWHEGAN COURT                8.250          1,662.93         95
                                   8.000          1,662.93      233,000.00
SAN JOSE         CA   95124          1            03/18/96         01
0380396961                           05           05/01/96         30
3436797                              O            04/01/26
0

1484080 966/728 F 210,000.00 ZZ

                                         360        210,000.00          1
    9131 WINDY CREST DRIVE             7.875          1,522.65         70
                                       7.625          1,522.65      300,000.00
    DALLAS           TX   75243          4            04/01/96         00
    0380432659                           05           06/01/96          0
    UNKNOWN                              O            05/01/26
    0


    1484212          561/728             F          385,050.00         ZZ
                                         360        384,490.85          1
    3015 BLYTH COURT                   7.625          2,725.36         90
                                       7.375          2,725.36      427,867.00
    FINKSBURG        MD   21048          4            02/07/96         10
    0380404955                           05           04/01/96         25
    8596959                              O            03/01/26
    0


    1484321          E87/728             F          650,000.00         ZZ
                                         360        650,000.00          1
    10915 RAMSGATE WAY                 8.500          4,997.94         79
                                       8.250          4,997.94      825,000.00
    BAKERSFIELD      CA   93311          4            04/15/96         00
    0380425083                           03           06/01/96          0
1


    70000044                             O            05/01/26
    0


    1484333          171/728             F          240,750.00         ZZ
                                         360        240,750.00          1
    16811 CALIFORNIA AVENUE            8.375          1,829.88         90
                                       8.125          1,829.88      267,500.00
    BELLFLOWER       CA   90706          1            04/05/96         04
    0380426693                           05           06/01/96         25
    01089431                             O            05/01/26
    0

1484355 E13/728 F 195,000.00 ZZ

                                     360        194,878.80          1
12627 KAITZ STREET                 8.375          1,482.14         75
                                   8.125          1,482.14      260,000.00
POWAY            CA   92064          2            03/26/96         00
0380410101                           05           05/01/96          0
9510298                              O            04/01/26
0

1485220 201/728 F 238,000.00 ZZ

                                     360        237,671.34          1
2912 CRYSTAL LAKE DR               7.875          1,725.67         80
                                   7.625          1,725.67      297,500.00
GRANBURY         TX   76049          1            02/28/96         00
0380382664                           05           04/01/96          0
7800870219                           O            03/01/26
0


1485279          526/728             F          266,000.00         ZZ
                                     360        265,816.94          1
2 STONEPATH COURT                  7.875          1,928.69         95
                                   7.625          1,928.69      280,000.00
POTOMAC          MD   20854          1            03/29/96         21
0380408162                           05           05/01/96         30
105384                               O            04/01/26
0


1485312          638/728             F          120,100.00         ZZ
                                     360        120,013.08          1
29 SARGENT BEECHWOOD ROAD          7.625            850.06         16
                                   7.375            850.06      770,000.00
BROOKLINE        MA   02146          2            03/25/96         00
0380409988                           05           05/01/96          0
8550254                              O            04/01/26
0

1

1485313 387/387 F 280,000.00 ZZ

                                         360        279,821.45          1
    201 TUMBLEWEED COURT               8.250          2,103.55         70
                                       8.000          2,103.55      400,000.00
    CLAYTON          CA   94517          2            03/20/96         00
    766071                               05           05/01/96          0
    766071                               O            04/01/26
    0


    1485321          171/728             F          600,000.00         ZZ
                                         360        599,597.41          1
    15950 SKYTOP ROAD                  8.000          4,402.59         80
    ENCINO AREA                        7.750          4,402.59      750,000.00
    LOS ANGELES      CA   91436          1            03/22/96         00
    0380404377                           05           05/01/96          0
    1089581                              O            04/01/26
    0


    1485340          638/728             F          318,550.00         ZZ
                                         360        318,352.00          1
    3824 SKY VIEW LANE                 8.375          2,421.21         80
                                       8.125          2,421.21      398,225.00
    GLENDALE         CA   91214          1            03/25/96         00
    0380408626                           05           05/01/96          0
    450                                  O            04/01/26
    0


    1485346          637/728             F          240,000.00         ZZ
                                         360        239,838.96          1
    1494 MIRAMONTE AVENUE              8.000          1,761.04         80
                                       7.750          1,761.04      300,000.00
    LOS ALTOS        CA   94024          1            03/14/96         00
    0380405077                           05           05/01/96          0
    3436748                              O            04/01/26
    0


    1485349          776/728             F          268,000.00         ZZ
                                         360        267,824.68          1
    170 BRAEMOOR DRIVE                 8.125          1,989.90         80
                                       7.875          1,989.90      335,000.00
    SANTA CRUZ       CA   95060          1            03/26/96         00
    0380404948                           05           05/01/96          0
    6230483                              O            04/01/26
    0


    1485378          375/728             F          161,000.00         T
                                         360        160,877.49          1
    64-651 PUU NOHO STREET             7.375          1,111.99         70
                                       7.125          1,111.99      230,000.00
1


    KAMUELA          HI   96743          1            02/29/96         00
    0380416918                           05           05/01/96          0
    613693                               O            04/01/26
    0


    1485457          624/728             F          101,650.00         ZZ
                                         360        101,509.64          1
    1300 FIFTH STREET                  7.875            737.03         95
                                       7.625            737.03      107,000.00
    FAIRFIELD        CA   94533          2            02/22/96         11
    0380391681                           05           04/01/96         30
    86012560083                          O            03/01/26
    0


    1485483          076/076             F          305,800.00         ZZ
                                         360        305,079.99          1
    4650 WINDSOR GATE COURT            7.250          2,086.10         80
                                       7.000          2,086.10      382,280.00
    ATLANTA          GA   30342          1            02/01/96         00
    5454832                              03           03/01/96          0
    5454832                              O            02/01/26
    0

1485489 A17/728 F 312,000.00 ZZ

                                         360        311,795.91          1
    21 CHAMBERLAIN RUN                 8.125          2,316.59         74
                                       7.875          2,316.59      427,000.00
    HINGHAM          MA   02043          2            03/26/96         00
    0380413923                           05           05/01/96          0
    1485489                              O            04/01/26
    0


    1485527          559/728             F          285,600.00         ZZ
                                         360        285,600.00          1
    464 OLIVE AVENUE                   7.875          2,070.80         80
                                       7.625          2,070.80      357,000.00
    FREMONT          CA   94539          1            03/27/96         00
    0380409962                           05           06/01/96          0
    0481887                              O            05/01/26
    0


    1485535          685/728             F          239,000.00         ZZ
                                         360        239,000.00          1
    15188 CARRETERA DRIVE              8.375          1,816.57         67
                                       8.125          1,816.57      360,000.00
    WHITTIER         CA   90605          2            04/09/96         00
    0380416579                           05           06/01/96          0
    103851                               O            05/01/26
    0
1

1485536 764/728 F 650,000.00 ZZ

                                     360        649,616.25          1
2515 LOUISE AVENUE                 8.625          5,055.63         50
                                   8.375          5,055.63    1,300,000.00
ARCADIA          CA   91006          4            03/27/96         00
0380409590                           05           05/01/96          0
890237                               O            04/01/26
0

1485540 626/728 F 265,450.00 ZZ

                                     360        265,450.00          1
3658 TOURIGA DRIVE                 7.875          1,924.70         90
                                   7.625          1,924.70      295,000.00
PLEASANTON       CA   94566          1            04/01/96         01
0380420225                           05           06/01/96         25
0006592042                           O            05/01/26
0

1485557 375/728 F 304,000.00 ZZ

                                         360        302,786.48          1
    3 ABERDEEN CROSSING PLACE          8.125          2,257.19         95
                                       7.875          2,257.19      320,000.00
    THE WOODLANDS    TX   77381          1            10/13/95         10
    0380402363                           03           12/01/95         30
    401499                               O            11/01/25
    0


    1485612          E45/728             F           81,500.00         ZZ
                                         360         81,500.00          1
    14575 NE 7TH AVE                   8.250            612.28         55
                                       8.000            612.28      150,000.00
    CITRA            FL   32113          2            04/05/96         00
    0380411653                           05           06/01/96          0
    UNKNOWN                              O            05/01/26
    0


    1485670          976/728             F          598,000.00         ZZ
                                         360        597,109.61          1
    2909 LAOLA PLACE                   7.500          4,181.31         69
                                       7.250          4,181.31      875,000.00
    HONOLULU         HI   96813          5            02/23/96         00
    0380412354                           05           04/01/96          0
    458581                               O            03/01/26
    0


    1485678          976/728             F          246,000.00         ZZ
                                         360        245,660.28          1
1


    4 OLD POST ROAD                    7.875          1,783.68         76
                                       7.625          1,783.68      324,000.00
    LONGWOOD         FL   32779          2            02/07/96         00
    0380394305                           03           04/01/96          0
    780216                               O            03/01/26
    0


    1485698          731/728             F          116,250.00         ZZ
                                         360        116,101.23          1
    3545 KIMBERLY ROAD                 8.250            873.35         75
    CAMERON PARK                       8.000            873.35      155,000.00
    SHINGLESPRINGS   CA   95682          2            02/22/96         00
    0380403478                           05           04/01/96          0
    110540560                            O            03/01/26
    0


    1485700          927/728             F          260,000.00         ZZ
                                         360        259,667.26          1
    8221 TAOS PASEO AVENUE             8.250          1,953.30         80
                                       8.000          1,953.30      325,000.00
    LAS VEGAS        NV   89128          1            02/29/96         00
    0380385725                           03           04/01/96          0
    235713                               O            03/01/26
    0


    1485701          744/728             F          372,000.00         ZZ
                                         360        371,511.67          1
    24 OAKWOOD ROAD                    8.125          2,762.09         80
                                       7.875          2,762.09      465,000.00
    ORINDA           CA   94563          1            02/14/96         00
    0380403643                           05           04/01/96          0
    75921                                O            03/01/26
    0


    1485742          A22/728             F          187,600.00         ZZ
                                         360        187,600.00          1
    26 CUTTER DRIVE                    8.000          1,376.54         70
                                       7.750          1,376.54      268,000.00
    EAST HANOVER     NJ   07936          1            04/24/96         00
    0380427808                           05           06/01/96          0
    96521                                O            05/01/26
    0


    1485806          A52/728             F          400,000.00         ZZ
                                         360        399,744.93          1
    3715 HENDERSON ROAD                8.250          3,005.07         77
                                       8.000          3,005.07      525,000.00
    CUMMINGS         GA   30131          1            03/19/96         00
    0380375452                           05           05/01/96          0
1


    142967                               O            04/01/26
    0


    1485826          171/728             F          251,200.00         ZZ
                                         360        251,047.82          1
    21686 CALLE ALCAZAR                8.500          1,931.51         79
                                       8.250          1,931.51      320,000.00
    YORBA LINDA      CA   92687          2            03/22/96         00
    0380404526                           05           05/01/96          0
    67092575                             O            04/01/26
    0


    1485906          171/728             F          280,000.00         ZZ
                                         360        280,000.00          1
    105 EAST GREYSTONE AVENUE          8.500          2,152.96         90
                                       8.250          2,152.96      313,000.00
    MONROVIA         CA   91016          2            04/05/96         10
    0380420928                           05           06/01/96         25
    67092908                             O            05/01/26
    0

1485922 171/728 F 640,000.00 ZZ

                                     360        639,602.21          1
2521 WEST LAKE VAN NESS CIR        8.375          4,864.46         80
                                   8.125          4,864.46      800,000.00
FRESNO           CA   93711          1            03/26/96         00
0380404583                           05           05/01/96          0
45083545                             O            04/01/26
0

1485926 E87/728 F 551,200.00 ZZ

                                     360        551,200.00          1
1117 LAS PALMAS DRIVE              8.000          4,044.51         80
                                   7.750          4,044.51      689,000.00
SANTA BARBARA    CA   93110          1            03/29/96         00
0380415118                           03           06/01/96          0
700025                               O            05/01/26
0

1485941 B75/728 F 301,500.00 ZZ

                                     360        301,317.35          1
8156 EAST DEL BARQUERO DRIVE       8.500          2,318.27         90
                                   8.250          2,318.27      335,000.00
SCOTTSDALE       AZ   85258          1            03/25/96         10
0380423518                           03           05/01/96         25
2363851                              O            04/01/26
0

1

1485955 635/635 F 146,850.00 ZZ

                                         360        146,748.93          1
    1210 WIEDNER DRIVE                 7.875          1,064.77         95
                                       7.625          1,064.77      155,000.00
    KATY             TX   77494          2            03/25/96         11
    640219200                            03           05/01/96         30
    640219200                            O            04/01/26
    0


    1486111          640/728             F          272,000.00         ZZ
                                         360        271,633.77          1
    2951 ROBIN ROAD                    8.000          1,995.84         80
                                       7.750          1,995.84      340,000.00
    MEMPHIS          TN   38111          1            02/29/96         00
    0380385121                           05           04/01/96          0
    5677729                              O            03/01/26
    0


    1486120          163/728             F          288,000.00         ZZ
                                         360        285,960.73          1
    26 AKERS AVENUE                    8.375          2,189.01         80
                                       8.125          2,189.01      360,000.00
    MONTVALE         NJ   07645          1            05/26/95         00
    0380404161                           05           07/01/95          0
    214736344                            O            06/01/25
    0


    1486208          E22/728             F           87,000.00         T
                                         360         86,944.53          1
    1713 PRESCOTT DRIVE                8.250            653.60         75
                                       8.000            653.60      116,000.00
    FLOWER MOUND     TX   75028          1            03/08/96         00
    0410081392                           05           05/01/96          0
    410081392                            O            04/01/26
    0


    1486232          E22/728             F          262,500.00         ZZ
                                         360        262,323.87          1
    2709 EAST CHEVY CHASE DRIVE        8.000          1,926.13         74
                                       7.750          1,926.13      355,000.00
    GLENDALE         CA   91206          2            03/05/96         00
    0410089965                           05           05/01/96          0
    410089965                            O            04/01/26
    0


    1486246          721/728             F          268,000.00         ZZ
                                         360        268,000.00          1
    1425 W LILL AVE                    8.000          1,966.49         60
                                       7.750          1,966.49      450,000.00
1


    CHICAGO          IL   60614          5            04/10/96         00
    0380417692                           05           06/01/96          0
    0964395                              O            05/01/26
    0


    1486322          964/728             F          184,000.00         ZZ
                                         360        183,876.54          1
    5212 DEL ESTE CIRCLE               8.000          1,350.13         80
                                       7.750          1,350.13      231,000.00
    LA PALMA         CA   90623          1            03/29/96         00
    0380405705                           05           05/01/96          0
    17686                                O            04/01/26
    0

1486346 B98/728 F 223,000.00 ZZ

                                     360        223,000.00          1
125 SUNSHINE DRIVE                 8.375          1,694.96         90
                                   8.125          1,694.96      248,000.00
PACIFICA         CA   94044          2            04/01/96         11
0380411901                           05           06/01/96         25
603060                               O            05/01/26
0

1486351 881/728 F 371,000.00 ZZ

                                     360        370,775.25          1
111 CRESTVIEW LANE                 8.500          2,852.67         65
                                   8.250          2,852.67      575,000.00
SANTA BARBARA    CA   93108          5            03/29/96         00
0380409681                           05           05/01/96          0
602108                               O            04/01/26
0

1486382 267/267 F 253,200.00 ZZ

                                         360        253,025.75          1
    430 AVENUE PORTOLA                 7.875          1,835.88         80
                                       7.625          1,835.88      316,500.00
    EL GRANADA       CA   94018          1            02/28/96         00
    4388939                              05           05/01/96          0
    4388939                              O            04/01/26
    0


    1486387          267/267             F          262,500.00         ZZ
                                         360        262,128.27          1
    648 COMSTOCK ROAD                  7.750          1,880.58         75
                                       7.500          1,880.58      350,000.00
    HOLLISTER        CA   95023          5            02/16/96         00
    4378829                              05           04/01/96          0
    4378829                              O            03/01/26
    0
1

1486389 267/267 F 260,000.00 ZZ

                                     360        259,807.04          1
27541 N CUNNINGHAM DR              7.500          1,817.96         74
                                   7.250          1,817.96      353,990.00
VALENCIA         CA   91354          1            03/06/96         00
4381995                              03           05/01/96          0
4381995                              O            04/01/26
0

1486417 736/728 F 255,000.00 ZZ

                                     360        254,833.19          1
2531 CHITTENDEN ROAD               8.125          1,893.37         75
                                   7.875          1,893.37      341,000.00
SAN JUAN BAUTIS  CA   95045          2            03/08/96         00
0380403403                           05           05/01/96          0
467556                               O            04/01/26
0

1486445 638/728 F 455,000.00 ZZ

                                         360        454,724.36          1
    36029 TIMBER RIDGE ROAD            8.500          3,498.56         70
                                       8.250          3,498.56      650,000.00
    THE SEA RANCH    CA   95497          1            03/22/96         00
    0380409384                           03           05/01/96          0
    8554692                              O            04/01/26
    0


    1486457          637/728             F          280,250.00         ZZ
                                         360        279,872.65          1
    65 WILDWOOD DRIVE                  8.000          2,056.38         95
                                       7.750          2,056.38      295,000.00
    GREENWICH        CT   06830          1            02/29/96         14
    0380419482                           05           04/01/96         30
    4741252                              O            03/01/26
    0


    1486482          E20/728             F           59,500.00         ZZ
                                         360         59,500.00          1
    566 WEST HIGHTOWER TRAIL           8.000            436.59         70
                                       7.750            436.59       85,000.00
    SOCIAL CIRCLE    GA   30279          1            04/18/96         00
    0380432030                           05           06/01/96          0
    UNKNOWN                              O            05/01/26
    0


    1486524          975/728             F          294,000.00         ZZ
                                         360        293,817.27          1
1


    11816 EDDLESTON DRIVE              8.375          2,234.61         80
    NORTHRIDGE AREA                    8.125          2,234.61      367,500.00
    LOS ANGELES      CA   91326          1            03/26/96         00
    0380404989                           03           05/01/96          0
    960964                               O            04/01/26
    0


    1486534          731/728             F          208,800.00         ZZ
                                         360        208,800.00          1
    3080 DELTA ROAD                    7.875          1,513.94         80
                                       7.625          1,513.94      261,000.00
    SAN JOSE         CA   95135          1            04/01/96         00
    0380406828                           05           06/01/96          0
    112151758                            O            05/01/26
    0


    1486543          956/728             F          202,700.00         ZZ
                                         360        202,574.01          1
    1140 ALDER STREET                  8.375          1,540.67         80
                                       8.125          1,540.67      253,380.00
    HOLLISTER        CA   95023          1            03/27/96         00
    0380397522                           05           05/01/96          0
    603182                               O            04/01/26
    0


    1486544          E85/728             F          371,700.00         ZZ
                                         360        371,700.00          1
    10 PRESIDIO COURT                  8.000          2,727.40         80
                                       7.750          2,727.40      464,627.00
    CORTE MADERA     CA   94925          1            04/03/96         00
    0380417064                           03           06/01/96          0
    9600019                              O            05/01/26
    0


    1486550          B98/728             F          292,000.00         ZZ
                                         360        291,818.51          1
    1149 BALBOA AVENUE                 8.375          2,219.41         80
                                       8.125          2,219.41      365,000.00
    BURLINGAME       CA   94010          1            03/28/96         00
    0380405374                           05           05/01/96          0
    143923                               O            04/01/26
    0


    1486605          B74/728             F          225,000.00         ZZ
                                         360        224,867.16          1
    2300 MAPLE AVENUE #219             8.625          1,750.03         90
                                       8.375          1,750.03      250,000.00
    TORRANCE         CA   90503          1            03/13/96         12
    0380402884                           01           05/01/96         25
1


    960513                               O            04/01/26
    0

1486608 171/728 F 267,000.00 ZZ

                                     360        266,806.75          1
1227 ALVIRA STREET                 7.625          1,889.81         75
                                   7.375          1,889.81      360,000.00
LOS ANGELES      CA   90035          5            03/05/96         00
0380402298                           05           05/01/96          0
67092518                             O            04/01/26
0

1486624 765/728 F 246,000.00 ZZ

                                     360        245,839.07          1
17512 MEREDITH DRIVE               8.125          1,826.55         95
                                   7.875          1,826.55      259,000.00
SANTA ANA        CA   92705          1            03/07/96         12
0380386814                           05           05/01/96         30
312681                               O            04/01/26
0

1486646 229/728 F 224,000.00 ZZ

                                     360        223,122.27          1
22802 NE 58TH STREET               7.750          1,604.77         80
                                   7.500          1,604.77      280,000.00
VANCOUVER        WA   98682          2            01/08/96         00
0380393828                           05           03/01/96          0
6525414                              O            02/01/26
0

1486667 E22/728 F 796,250.00 ZZ

                                     360        795,702.02          1
4304 LONG CHAMP DRIVE              7.875          5,773.37         67
                                   7.625          5,773.37    1,190,000.00
AUSTIN           TX   78746          1            03/08/96         00
0410080923                           03           05/01/96          0
410080923                            O            04/01/26
0

1486672 E22/728 F 138,750.00 ZZ

                                     360        138,656.90          1
11398 GOLD COUNTRY BLVD            8.000          1,018.10         75
                                   7.750          1,018.10      185,000.00
GOLD RIVER       CA   95670          5            03/11/96         00
0410049274                           09           05/01/96          0
410049274                            O            04/01/26
0

1

1486683 638/728 F 284,000.00 ZZ

                                         360        283,809.44          1
    3908 SOUTH DAWSON STREET           8.000          2,083.89         80
                                       7.750          2,083.89      355,000.00
    AURORA           CO   80014          2            03/08/96         00
    0380392051                           05           05/01/96          0
    946                                  O            04/01/26
    0


    1486703          439/728             F          425,000.00         ZZ
                                         360        424,717.71          1
    1545 ARBOR AVE                     8.050          3,133.33         74
                                       7.800          3,133.33      574,324.00
    LOS ALTOS        CA   94024          1            03/04/96         00
    0380391970                           05           05/01/96          0
    1840247                              O            04/01/26
    0


    1486713          439/728             F          364,000.00         ZZ
                                         360        363,745.67          1
    567 ERSKINE DR                     7.800          2,620.33         80
                                       7.550          2,620.33      455,000.00
    PACIFIC PALISAD  CA   90272          1            03/07/96         00
    0380391715                           05           05/01/96          0
    1844484                              O            04/01/26
    0


    1486758          776/728             F          190,800.00         ZZ
                                         360        190,508.73          1
    8108 SOLANO STREET                 7.375          1,317.81         80
                                       7.125          1,317.81      238,500.00
    VENTURA          CA   93004          1            02/26/96         00
    0380424383                           05           04/01/96          0
    2128949                              O            03/01/26
    0


    1486776          776/728             F          390,000.00         ZZ
                                         360        389,751.31          1
    14839 WEST SUNSET BOULEVARD        8.250          2,929.94         77
    (PACIFIC PALISADES AREA)           8.000          2,929.94      510,000.00
    PACIFIC PALISAD  CA   90272          2            03/06/96         00
    0380394099                           05           05/01/96          0
    2128937                              O            04/01/26
    0


    1486844          201/728             F           97,012.79         ZZ
                                         326         96,840.98          1
    62 PARK DRIVE                      7.875            722.27         54
                                       7.625            722.27      180,000.00
1


    MT KISCO         NY   10549          1            01/03/96         00
    0380407172                           01           04/01/96          0
    240064455                            O            05/01/23
    0


    1486890          976/728             F          299,250.00         ZZ
                                         360        299,250.00          1
    730 PETAL COURT                    8.500          2,300.98         95
                                       8.250          2,300.98      315,000.00
    VACAVILLE        CA   95688          1            04/02/96         11
    0380417346                           05           06/01/96         30
    583609                               O            05/01/26
    0


    1486904          881/728             F          256,000.00         ZZ
                                         360        256,000.00          1
    77 EL VIENTO AVENUE                8.375          1,945.78         80
                                       8.125          1,945.78      320,000.00
    PISMO BEACH      CA   93449          1            04/03/96         00
    0380409475                           05           06/01/96          0
    602122                               O            05/01/26
    0


    1486921          911/728             F          308,000.00         ZZ
                                         360        307,793.34          1
    6925 SW 147 ST                     8.000          2,259.99         80
                                       7.750          2,259.99      385,000.00
    MIAMI            FL   33158          1            03/29/96         00
    0380411489                           03           05/01/96          0
    UNKNOWN                              O            04/01/26
    0


    1487103          670/728             F          150,000.00         ZZ
                                         360        149,696.03          1
    33 COOPER DRIVE                    8.000          1,100.65         62
                                       7.750          1,100.65      245,000.00
    DILLON           CO   80435          5            01/26/96         00
    0380399841                           05           03/01/96          0
    34148159                             O            02/01/26
    0


    1487104          670/728             F          278,400.00         ZZ
                                         360        277,985.47          1
    706 NORTH QUAIL VIEW COURT         7.500          1,946.62         80
                                       7.250          1,946.62      348,000.00
    AGOURA           CA   91301          5            02/12/96         00
    0380399866                           03           04/01/96          0
    34151249                             O            03/01/26
    0
1




    1487106          670/728             F          240,000.00         ZZ
                                         360        239,660.13          1
    351 SHEILA LANE                    7.750          1,719.39         80
                                       7.500          1,719.39      300,000.00
    FALLBROOK        CA   92028          2            02/21/96         00
    0380399882                           05           04/01/96          0
    34151877                             O            03/01/26
    0


    1487107          670/728             F          590,000.00         ZZ
                                         360        589,164.47          1
    5800 POWERS FERRY ROAD             7.750          4,226.84         80
                                       7.500          4,226.84      740,000.00
    ATLANTA          GA   30327          5            02/23/96         00
    0380399908                           03           04/01/96          0
    34153128                             O            03/01/26
    0

1487108 670/728 F 318,000.00 ZZ

                                     360        317,560.86          1
11782 PINEDALE ROAD                7.875          2,305.73         79
                                   7.625          2,305.73      405,000.00
MOORPARK         CA   93021          2            02/09/96         00
0380399916                           03           04/01/96          0
34153161                             O            03/01/26
0

1487109 670/728 F 284,000.00 ZZ

                                         360        283,607.82          1
    5583 PHILLIPS MILL ROAD            7.875          2,059.20         80
                                       7.625          2,059.20      355,000.00
    DOUGLASVILLE     GA   30135          2            02/19/96         00
    0380399924                           05           04/01/96          0
    34154256                             O            03/01/26
    0


    1487111          670/728             F          622,000.00         ZZ
                                         360        621,073.87          1
    6 SUNBURST                         7.500          4,349.12         79
                                       7.250          4,349.12      795,000.00
    IRVINE           CA   92715          2            02/14/96         00
    0380399957                           03           04/01/96          0
    34156585                             O            03/01/26
    0


    1487112          670/728             F          305,000.00         ZZ
                                         360        304,589.32          1
1


    430 MYRTLE STREET                  8.000          2,237.99         70
                                       7.750          2,237.99      440,000.00
    LAGUNA BEACH     CA   92651          1            02/09/96         00
    0380399981                           05           04/01/96          0
    34156712                             O            03/01/26
    0


    1487113          670/728             F          195,000.00         ZZ
                                         360        194,709.66          1
    2160 PONCE DE LEON AVE             7.500          1,363.47         75
                                       7.250          1,363.47      260,000.00
    ATLANTA          GA   30307          1            02/23/96         00
    0380399999                           05           04/01/96          0
    34157646                             O            03/01/26
    0

1487114 670/728 F 227,000.00 ZZ

                                     360        226,709.49          1
28833 GARNET HILL COURT            8.250          1,705.38         57
                                   8.000          1,705.38      400,000.00
AGOURA HILLS     CA   91301          2            02/07/96         00
0380400003                           05           04/01/96          0
34159207                             O            03/01/26
0

1487115 670/728 F 239,500.00 ZZ

                                     360        239,152.20          1
4575 AVENIDA DE LA LUZ             7.625          1,695.17         86
                                   7.375          1,695.17      280,000.00
YORBA LINDA      CA   92686          2            02/15/96         11
0380400011                           05           04/01/96         25
34160779                             O            03/01/26
0

1487117 670/728 F 67,500.00 ZZ

                                     360         67,401.97          1
21 DICKINSON AVENUE                7.625            477.77         75
                                   7.375            477.77       90,000.00
NO. PROVIDENCE   RI   02904          2            02/16/96         00
0380400037                           05           04/01/96          0
34161571                             O            03/01/26
0

1487119 670/728 F 488,000.00 ZZ

                                         360        487,326.12          1
    3189 CAMINO DE LAS PIEDRAS         7.875          3,538.34         80
                                       7.625          3,538.34      610,000.00
    EL CAJON         CA   92019          2            02/08/96         00
    0380400052                           03           04/01/96          0
1


    34162267                             O            03/01/26
    0

1487120 670/728 F 307,200.00 ZZ

                                     360        306,526.81          1
1725 MORGAN AVENUE SOUTH           7.625          2,174.34         80
                                   7.375          2,174.34      384,000.00
MINNEAPOLIS      MN   55405          1            02/28/96         00
0380400078                           05           04/01/96          0
34162992                             O            03/01/26
0

1487121 670/728 F 552,000.00 ZZ

                                         360        551,198.42          1
    2689 SPYGLASS DRIVE                7.625          3,907.02         80
                                       7.375          3,907.02      690,000.00
    PISMO BEACH      CA   93449          2            02/09/96         00
    0380400086                           05           04/01/96          0
    34163085                             O            03/01/26
    0


    1487122          670/728             F          350,000.00         ZZ
                                         360        349,516.66          1
    818 FOXKIRK ROAD                   7.875          2,537.75         78
                                       7.625          2,537.75      450,000.00
    GLENDALE         CA   91206          2            01/30/96         00
    0380400102                           05           04/01/96          0
    34163115                             O            03/01/26
    0


    1487123          670/728             F          161,000.00         ZZ
                                         360        160,766.20          1
    52 GRANT STREET                    7.625          1,139.55         70
                                       7.375          1,139.55      230,000.00
    NEWTON           MA   02168          1            02/23/96         00
    0380400110                           01           04/01/96          0
    34163506                             O            03/01/26
    0


    1487124          670/728             F          258,750.00         ZZ
                                         360        258,374.25          1
    15 STAGECOACH ROAD                 7.625          1,831.42         90
                                       7.375          1,831.42      287,500.00
    PRINCETON        MA   01541          1            02/16/96         04
    0380400128                           05           04/01/96         25
    34164138                             O            03/01/26
    0


1


    1487131          670/728             F          101,500.00         ZZ
                                         360        101,348.86          1
    2416 NORTH BERWICK DRIV            7.500            709.71         70
                                       7.250            709.71      145,000.00
    MYRTLE BEACH     SC   29577          1            02/09/96         00
    0380400227                           03           04/01/96          0
    34165738                             O            03/01/26
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    1487135          670/728             F           80,800.00         ZZ
                                         360         80,679.69          1
    319 SILVER COURT                   7.500            564.97         80
                                       7.250            564.97      101,000.00
    YORK             SC   29745          5            02/16/96         00
    0380400284                           05           04/01/96          0
    34169164                             O            03/01/26
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    1487142          670/728             F          162,000.00         ZZ
                                         360        161,787.33          1
    4 WANMAR COURT                     8.125          1,202.85         70
                                       7.875          1,202.85      232,500.00
    FENWICK ISLAND   DE   19944          1            02/26/96         00
    0380400417                           05           04/01/96          0
    34173056                             O            03/01/26
    0


    1487143          670/728             F          101,250.00         ZZ
                                         360        101,110.17          1
    3702 PLEASANT BEACH DRIVE NE       7.875            734.14         75
                                       7.625            734.14      135,000.00
    BAINBRIDGE ISLA  WA   98110          1            02/21/96         00
    0380398587                           05           04/01/96          0
    34173579                             O            03/01/26
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1487144 670/728 F 152,000.00 ZZ

                                     360        151,800.46          1
23616 NE 45TH PLACE                8.125          1,128.60         38
                                   7.875          1,128.60      410,000.00
REDMOND          WA   98053          5            02/21/96         00
0380398611                           05           04/01/96          0
34174117                             O            03/01/26
0

1487145 670/728 F 47,600.00 ZZ

                                         360         47,532.58          1
    425 RICHARDS LAKE ROAD             7.750            341.02         21
                                       7.500            341.02      230,000.00
1


    FORT COLLINS     CO   80524          5            02/09/96         00
    0380398645                           05           04/01/96          0
    34174133                             O            03/01/26
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1487152 670/728 F 272,000.00 ZZ

                                     360        271,624.39          1
2901 E CAMINO A LOS VIENTOS        7.875          1,972.19         80
                                   7.625          1,972.19      340,000.00
TUCSON           AZ   85718          5            02/14/96         00
0380398876                           05           04/01/96          0
34177701                             O            03/01/26
0


1487153          670/728             F          120,000.00         ZZ
                                     360        119,825.73          1
22 BOWMAN LANE                     7.625            849.36         60
                                   7.375            849.36      200,000.00
WESTBORO         MA   01581          1            02/15/96         00
0380398918                           05           04/01/96          0
34180222                             O            03/01/26
0


1487154          670/728             F          393,750.00         ZZ
                                     360        393,163.73          1
445 SEAWARD ROAD                   7.500          2,753.16         75
                                   7.250          2,753.16      525,000.00
NEWPORT BEACH    CA   92625          5            02/15/96         00
0380398942                           05           04/01/96          0
34180923                             O            03/01/26
0


1487156          670/728             F           90,000.00         ZZ
                                     360         89,875.71          1
310 PAIR-A-DICE RANCH RD           7.875            652.57         45
                                   7.625            652.57      200,000.00
JACKSONVILLE     OR   97530          5            02/15/96         00
0380398975                           05           04/01/96          0
34182225                             O            03/01/26
0

1487157 670/728 F 161,250.00 ZZ

                                         360        161,021.64          1
    7189 CEDARWOOD CIRCLE              7.750          1,155.22         75
                                       7.500          1,155.22      215,000.00
    BOULDER          CO   80301          1            02/14/96         00
    0380399007                           03           04/01/96          0
    34183396                             O            03/01/26
    0
1

1487163 670/728 F 101,500.00 T

                                     360        101,359.83          1
301A SOMBRERO BEACH ROAD           7.875            735.95         70
                                   7.625            735.95      145,000.00
MARATHON         FL   33050          1            03/01/96         00
0380399205                           05           04/01/96          0
34190783                             O            03/01/26
0

1487165 670/728 F 484,000.00 ZZ

                                     360        483,279.36          1
1974 PORT EDWARD PLACE             7.500          3,384.20         70
                                   7.250          3,384.20      700,000.00
NEWPORT BEACH    CA   92660          2            02/14/96         00
0380399247                           09           04/01/96          0
34191241                             O            03/01/26
0

1487166 670/728 F 288,000.00 ZZ

                                         360        287,612.21          1
    12470 NORTH 86TH STREET            8.000          2,113.25         80
                                       7.750          2,113.25      360,000.00
    SCOTTSDALE       AZ   85260          5            02/20/96         00
    0380399288                           09           04/01/96          0
    34191640                             O            03/01/26
    0


    1487167          670/728             F          267,000.00         ZZ
                                         360        266,658.30          1
    545 FIRST STREET                   8.250          2,005.89         65
                                       8.000          2,005.89      415,000.00
    MANHATTAN BEACH  CA   90266          2            02/15/96         00
    0380399304                           05           04/01/96          0
    34191712                             O            03/01/26
    0


    1487168          670/728             F          241,650.00         ZZ
                                         360        241,290.18          1
    2152 SKYE DRIVE                    7.500          1,689.66         90
                                       7.250          1,689.66      269,000.00
    RIVERSIDE        CA   92506          1            02/12/96         12
    0380399338                           05           04/01/96         25
    34192018                             O            03/01/26
    0


    1487169          670/728             F          214,650.00         ZZ
                                         360        214,330.39          1
1

7933 LAS MIENTES LANE 7.500 1,500.87 90

                                   7.250          1,500.87      238,500.00
CARLSBAD         CA   92009          1            02/14/96         21
0380399361                           09           04/01/96         25
34192841                             O            03/01/26
0

1487171 670/728 F 460,000.00 ZZ

                                         360        459,348.57          1
    18555 LOOKOUT DRIVE                7.750          3,295.50         80
                                       7.500          3,295.50      580,000.00
    YORBA LINDA      CA   92686          1            02/26/96         00
    0380399403                           05           04/01/96          0
    34192891                             O            03/01/26
    0


    1487173          670/728             F          225,000.00         ZZ
                                         360        224,681.37          1
    23792 BARQUILLA                    7.750          1,611.93         90
                                       7.500          1,611.93      250,000.00
    MISSION VIEJO    CA   92691          1            02/21/96         21
    0380399460                           09           04/01/96         25
    34198105                             O            03/01/26
    0


    1487174          670/728             F          119,200.00         ZZ
                                         360        119,026.91          1
    11707 SE 64TH AVENUE               7.625            843.69         80
                                       7.375            843.69      149,000.00
    MILWAUKIE        OR   97222          5            02/20/96         00
    0380399486                           05           04/01/96          0
    34199179                             O            03/01/26
    0


    1487175          670/728             F          336,000.00         ZZ
                                         360        335,512.07          1
    4152 CLUB DRIVE                    7.625          2,378.19         80
                                       7.375          2,378.19      420,000.00
    ATLANTA          GA   30319          5            02/22/96         00
    0380399536                           05           04/01/96          0
    34201297                             O            03/01/26
    0


    1487176          670/728             F          276,250.00         ZZ
                                         360        275,858.79          1
    10565 HILLSIDE ROAD                7.750          1,979.09         65
                                       7.500          1,979.09      425,000.00
    RANCHO CUCAMONG  CA   91737          2            02/23/96         00
    0380399569                           05           04/01/96          0
1


    34201572                             O            03/01/26
    0


    1487177          670/728             F          190,000.00         ZZ
                                         360        189,750.58          1
    5880 MILLSTONE RUN                 8.125          1,410.75         73
                                       7.875          1,410.75      263,500.00
    STONE MOUNTAIN   GA   30087          2            02/16/96         00
    0380399601                           05           04/01/96          0
    34201734                             O            03/01/26
    0


    1487179          670/728             F          200,000.00         ZZ
                                         360        199,709.56          1
    1165 LULLWATER ROAD                7.625          1,415.59         40
                                       7.375          1,415.59      510,000.00
    ATLANTA          GA   30307          2            02/14/96         00
    0380399627                           05           04/01/96          0
    34201939                             O            03/01/26
    0


    1487180          670/728             F          663,750.00         ZZ
                                         360        662,810.03          1
    4232 CRESTHAVEN DRIVE              7.750          4,755.19         75
                                       7.500          4,755.19      885,000.00
    THOUSAND OAKS    CA   91362          1            02/23/96         00
    0380399635                           03           04/01/96          0
    34202021                             O            03/01/26
    0


    1487181          670/728             F          410,000.00         ZZ
                                         360        409,404.61          1
    2800 CLIFF DRIVE                   7.625          2,901.96         66
                                       7.375          2,901.96      625,000.00
    NEWPORT BEACH    CA   92663          2            02/16/96         00
    0380399643                           05           04/01/96          0
    34202340                             O            03/01/26
    0


    1487182          670/728             F          330,000.00         ZZ
                                         360        329,508.65          1
    920 ELEVENTH STREET                7.500          2,307.41         63
                                       7.250          2,307.41      525,000.00
    HUNTINGTON BEAC  CA   92648          1            02/20/96         00
    0380399650                           05           04/01/96          0
    34202421                             O            03/01/26
    0


1


    1487183          670/728             F           84,000.00         ZZ
                                         360         83,886.88          1
    1818 SOUTH QUEBEC WAY #5           8.000            616.37         70
                                       7.750            616.37      120,000.00
    DENVER           CO   80213          1            02/16/96         00
    0380399668                           09           04/01/96          0
    34202536                             O            03/01/26
    0

1487184 670/728 F 324,800.00 ZZ

                                     360        324,316.39          1
14235 227TH AVENUE NORTHEAST       7.500          2,271.05         80
                                   7.250          2,271.05      409,000.00
WOODINVILLE      WA   98072          1            02/20/96         00
0380399676                           03           04/01/96          0
34202889                             O            03/01/26
0

1487185 670/728 F 137,000.00 ZZ

                                     360        136,805.98          1
1031 REEDER CIRCLE                 7.750            981.49         58
                                   7.500            981.49      237,000.00
ATLANTA          GA   30306          5            02/16/96         00
0380399684                           05           04/01/96          0
34204008                             O            03/01/26
0

1487186 670/728 F 166,400.00 ZZ

                                     360        166,158.36          1
10515 167TH AVENUE SOUTHEAST       7.625          1,177.77         80
                                   7.375          1,177.77      208,000.00
SNOHOMISH        WA   98290          5            02/22/96         00
0380399692                           05           04/01/96          0
34204466                             O            03/01/26
0

1487187 670/728 F 225,000.00 ZZ

                                     360        224,681.36          1
5555 WINGWOOD COURT                7.750          1,611.93         75
                                   7.500          1,611.93      300,000.00
MINNETONKA       MN   55345          2            02/23/96         00
0380399726                           05           04/01/96          0
34205128                             O            03/01/26
0

1487188 670/728 F 350,000.00 ZZ

                                         360        349,478.86          1
    5417 156TH AVENUE SOUTHEAST        7.500          2,447.26         67
                                       7.250          2,447.26      526,000.00
1


    BELLEVUE         WA   98006          2            02/21/96         00
    0380399759                           09           04/01/96          0
    34205829                             O            03/01/26
    0


    1487189          670/728             F          248,850.00         ZZ
                                         360        248,479.47          1
    37 BELMONTE                        7.500          1,740.00         90
                                       7.250          1,740.00      276,500.00
    IRVINE           CA   92720          1            02/21/96         11
    0380399783                           05           04/01/96         25
    34206639                             O            03/01/26
    0


    1487190          670/728             F          438,000.00         ZZ
                                         360        437,379.72          1
    6635 AROZENA LANE                  7.750          3,137.89         72
                                       7.500          3,137.89      615,000.00
    CARPINTERIA      CA   93013          2            02/15/96         00
    0380399825                           05           04/01/96          0
    34208101                             O            03/01/26
    0


    1487191          670/728             F          261,000.00         ZZ
                                         360        260,620.98          1
    3448 GREYSTONE COURT               7.625          1,847.35         90
                                       7.375          1,847.35      290,000.00
    MEDFORD          OR   97504          1            02/16/96         14
    0380399858                           05           04/01/96         25
    34208267                             O            03/01/26
    0


    1487192          670/728             F          229,500.00         ZZ
                                         360        229,158.29          1
    18318 EAST DE VACA LANE            7.500          1,604.70         90
                                       7.250          1,604.70      255,000.00
    GALVESTON        TX   77554          1            02/26/96         10
    0380399890                           03           04/01/96         25
    34209093                             O            03/01/26
    0


    1487194          670/728             F          263,150.00         ZZ
                                         360        262,456.30          1
    23512 VIA CHIRIPA                  7.500          1,839.99         95
                                       7.250          1,839.99      277,000.00
    MISSION VIEJO    CA   92691          1            02/20/96         11
    0380399965                           03           04/01/96         30
    34209301                             O            03/01/26
    0
1

1487195 670/728 F 408,000.00 ZZ

                                     360        407,712.03          1
300 OLD BRIDGE ROAD                7.750          2,922.97         80
                                   7.500          2,922.97      510,000.00
ANAHEIM          CA   92808          2            03/04/96         00
0380399973                           05           05/01/96          0
34210784                             O            04/01/26
0

1487196 670/728 F 221,000.00 ZZ

                                         360        220,694.80          1
    3628 SHERIDGE DRIVE                7.875          1,602.41         55
                                       7.625          1,602.41      405,000.00
    SHERMAN OAKS     CA   91403          5            02/21/96         00
    0380401803                           05           04/01/96          0
    34212817                             O            03/01/26
    0


    1487197          670/728             F          387,000.00         ZZ
                                         360        386,465.59          1
    4938 CROWN AVENUE                  7.875          2,806.02         90
                                       7.625          2,806.02      430,000.00
    LA CANADA FLINT  CA   91011          1            02/23/96         11
    0380400094                           05           04/01/96         25
    34212833                             O            03/01/26
    0


    1487198          670/728             F          191,200.00         ZZ
                                         360        190,929.23          1
    4625 EXBURY COURT                  7.750          1,369.78         75
                                       7.500          1,369.78      255,000.00
    SAN DIEGO        CA   92130          1            02/22/96         00
    0380401811                           09           04/01/96          0
    34214232                             O            03/01/26
    0


    1487199          670/728             F          111,900.00         T
                                         360        111,741.53          1
    4602 MANDI AVENUE                  7.750            801.67         70
                                       7.500            801.67      159,900.00
    LITTLE RIVER     SC   29566          1            02/29/96         00
    0380400151                           09           04/01/96          0
    34215026                             O            03/01/26
    0


    1487200          670/728             F          235,000.00         ZZ
                                         360        234,658.74          1
1

40150 PASEO SERENO 7.625 1,663.32 71

                                   7.375          1,663.32      335,000.00
TEMECULA         CA   92591          1            02/23/96         00
0380400201                           03           04/01/96          0
34216006                             O            03/01/26
0


1487201          670/728             F          222,400.00         ZZ
                                     360        222,085.03          1
403 LA MARINA                      7.750          1,593.31         80
                                   7.500          1,593.31      278,000.00
SANTA BARBARA    CA   93109          1            02/27/96         00
0380400243                           05           04/01/96          0
34219366                             O            03/01/26
0


1487202          670/728             F           82,000.00         ZZ
                                     360         81,871.67          1
1937 LEXINGTON AVENUE              7.250            559.39         46
                                   7.000            559.39      182,000.00
HOUSTON          TX   77096          1            02/28/96         00
0380400292                           05           04/01/96          0
34219871                             O            03/01/26
0

1487203 670/728 F 650,000.00 ZZ

                                     360        649,102.39          1
5104 BRAEBURN DRIVE                7.875          4,712.96         75
                                   7.625          4,712.96      875,000.00
BELLAIRE         TX   77401          2            02/29/96         00
0380400342                           05           04/01/96          0
34222561                             O            03/01/26
0

1487204 670/728 F 54,000.00 ZZ

                                     360         53,967.28          1
427 BAYWOOD CIRCLE                 8.500            415.22         74
                                   8.250            415.22       73,000.00
HARBOR OAKS      FL   32127          1            03/07/96         00
0380400375                           05           05/01/96          0
34224815                             O            04/01/26
0

1487205 670/728 F 220,500.00 ZZ

                                         360        220,187.74          1
    2050 EAST LINDA VISTA STREET       7.750          1,579.69         90
                                       7.500          1,579.69      245,000.00
    WEST COVINA      CA   91791          1            02/26/96         21
    0380400383                           05           04/01/96         25
1


    34225331                             O            03/01/26
    0

1487206 670/728 F 297,000.00 ZZ

                                     360        296,579.39          1
36026 RAVELLO COURT                7.750          2,127.75         90
                                   7.500          2,127.75      330,000.00
MURRIETA         CA   92562          1            02/27/96         21
0380400409                           05           04/01/96         25
34232222                             O            03/01/26
0

1487207 670/728 F 246,000.00 ZZ

                                     360        245,685.18          1
7208 EL JARDIN COURT               8.250          1,848.12         95
                                   8.000          1,848.12      259,000.00
CARMICHAEL       CA   95608          1            02/26/96         11
0380400425                           05           04/01/96         30
34232851                             O            03/01/26
0

1487208 670/728 F 141,650.00 ZZ

                                     360        141,449.40          1
4029 LILLIAN HALL LANE             7.750          1,014.80         75
                                   7.500          1,014.80      188,893.00
ORLANDO          FL   32812          1            02/29/96         00
0380400441                           03           04/01/96          0
34235761                             O            03/01/26
0

1487209 670/728 F 296,000.00 ZZ

                                     360        295,806.37          1
2515 E ROSE GARDEN LANE            8.125          2,197.80         88
                                   7.875          2,197.80      339,900.00
PHOENIX          AZ   85032          1            03/06/96         04
0380400458                           05           05/01/96         25
34238492                             O            04/01/26
0

1487211 E22/728 F 288,000.00 ZZ

                                     360        287,825.53          1
750 EAST 25TH STREET               8.500          2,214.47         80
                                   8.250          2,214.47      360,000.00
UPLAND           CA   91784          2            03/07/96         00
0410095418                           05           05/01/96          0
410095418                            O            04/01/26
0

1

1487218 764/728 F 338,250.00 ZZ

                                     360        338,250.00          1
2442 EUCLID CRESENT EAST           8.375          2,570.94         75
                                   8.125          2,570.94      451,000.00
UPLAND           CA   91786          1            04/02/96         00
0380416223                           05           06/01/96          0
890249                               O            05/01/26
0

1487221 936/728 F 489,300.00 ZZ

                                     360        488,971.68          1
13457 CHANDLER BOULEVARD           8.000          3,590.32         68
                                   7.750          3,590.32      725,000.00
SHERMAN OAKS     CA   91401          1            03/27/96         00
0380412537                           05           05/01/96          0
6043863540                           O            04/01/26
0

1487227 670/074 F 274,750.00 ZZ

                                         360        274,320.04          1
    38 GRANDVIEW PLACE                 7.250          1,874.28         80
                                       7.000          1,874.28      343,750.00
    NORTH CALDWELL   NJ   07006          1            02/16/96         00
    62839                                05           04/01/96          0
    62839                                O            03/01/26
    0


    1487228          670/074             F          285,000.00         ZZ
                                         360        284,522.09          1
    11 PHEASANT DRIVE                  6.900          1,877.02         67
                                       6.650          1,877.02      429,000.00
    MOUNT LAUREL     NJ   08054          1            02/28/96         00
    446092                               03           04/01/96          0
    446092                               O            03/01/26
    0


    1487229          670/074             F          488,000.00         ZZ
                                         360        487,328.14          1
    3 WOODLAND ROAD                    7.890          3,543.43         80
                                       7.640          3,543.43      610,000.00
    NEWTOWN          PA   18940          1            02/22/96         00
    479446                               03           04/01/96          0
    479446                               O            03/01/26
    0


    1487230          670/074             F          254,000.00         ZZ
                                         360        253,635.20          1
    4093 PFEIFER COURT                 7.680          1,807.42         70
                                       7.430          1,807.42      365,000.00
1


    LAKE OSWEGO      OR   97035          2            02/23/96         00
    500071                               03           04/01/96          0
    500071                               O            03/01/26
    0


    1487233          670/728             F           50,000.00         ZZ
                                         360         49,934.36          1
    8 PELICAN ROAD                     8.125            371.25         33
                                       7.875            371.25      155,000.00
    LEVITTOWN        NY   11756          5            02/05/96         00
    0380398249                           05           04/01/96          0
    1632367                              O            03/01/26
    0


    1487235          670/728             F          277,500.00         ZZ
                                         360        276,937.67          1
    22 SMITH FARM ROAD                 8.000          2,036.20         75
                                       7.750          2,036.20      370,000.00
    WESTON           CT   06883          5            01/26/96         00
    0380398264                           05           03/01/96          0
    1667413                              O            02/01/26
    0


    1487239          670/074             F          263,000.00         ZZ
                                         360        262,588.42          1
    839 WELDON ROAD                    7.250          1,794.13         80
                                       7.000          1,794.13      330,000.00
    SANTA BARBARA    CA   93109          1            02/19/96         00
    2961784                              05           04/01/96          0
    2961784                              O            03/01/26
    0


    1487240          670/074             F          240,000.00         T
                                         360        239,660.13          1
    140 EAST 56TH STREET               7.750          1,719.39         77
    UNIT PH-D                          7.500          1,719.39      315,000.00
    NEW YORK         NY   10022          2            02/20/96         00
    7397615                              01           04/01/96          0
    7397615                              O            03/01/26
    0


    1487241          670/074             F          435,000.00         ZZ
                                         360        434,302.20          1
    316 LARKSPUR AVENUE                7.125          2,930.68         79
                                       6.875          2,930.68      555,000.00
    CORONA DEL MAR   CA   92625          1            02/23/96         00
    11376996                             05           04/01/96          0
    11376996                             O            03/01/26
    0
1

1487242 670/074 F 361,600.00 ZZ

                                     360        361,074.89          1
1120 INVERNESS DRIVE               7.625          2,559.39         80
                                   7.375          2,559.39      452,000.00
LA CANADA        CA   91011          1            02/22/96         00
11388048                             05           04/01/96          0
11388048                             O            03/01/26
0

1487244 670/074 F 376,000.00 ZZ

                                     360        375,426.02          1
3400 OLD DOMINION BLVD             7.375          2,596.94         80
                                   7.125          2,596.94      470,000.00
ALEXANDRIA       VA   22305          1            02/29/96         00
11395851                             05           04/01/96          0
11395851                             O            03/01/26
0

1487246 670/074 F 252,800.00 ZZ

                                     360        252,391.98          1
3200 SWARTHMORE ROAD               7.094          1,697.88         80
                                   6.844          1,697.88      316,000.00
WILMINGTON       DE   19806          1            02/23/96         00
11397055                             05           04/01/96          0
11397055                             O            03/01/26
0

1487247 670/074 F 264,000.00 ZZ

                                     360        263,586.86          1
18 LONG POINT LANE                 7.250          1,800.95         80
                                   7.000          1,800.95      330,000.00
ROSE VALLEY      PA   19063          2            02/27/96         00
11397063                             05           04/01/96          0
11397063                             O            03/01/26
0

1487248 670/074 F 352,000.00 ZZ

                                         360        351,347.18          1
    2204 OLD KENNETT ROAD              6.950          2,330.06         80
                                       6.700          2,330.06      440,000.00
    WILMINGTON       DE   19807          1            02/29/96         00
    11397136                             05           04/01/96          0
    11397136                             O            03/01/26
    0


    1487249          670/074             F          170,000.00         ZZ
                                         360        169,589.73          1
1

548 CRYSTAL CIRCLE 7.125 1,145.33 43

                                   6.875          1,145.33      400,000.00
CARBONDALE       CO   81623          5            02/23/96         00
11397209                             05           04/01/96          0
11397209                             O            03/01/26
0

1487251 670/074 F 104,000.00 ZZ

                                         360        103,845.14          1
    0006 MOUNTAIN LAUREL COURT #2      7.500            727.19         19
                                       7.250            727.19      575,000.00
    ASPEN            CO   81611          2            02/22/96         00
    11397543                             01           04/01/96          0
    11397543                             O            03/01/26
    0


    1487252          670/074             F          349,200.00         ZZ
                                         360        348,478.81          1
    306 FOX RUN COURT                  7.500          2,441.66         80
                                       7.250          2,441.66      436,500.00
    SOUTH HARRISON   NJ   08062          1            02/15/96         00
    11400331                             05           04/01/96          0
    11400331                             O            03/01/26
    0


    1487253          670/074             F          325,000.00         ZZ
                                         360        324,516.09          1
    42 USONIA ROAD                     7.500          2,272.45         55
                                       7.250          2,272.45      600,000.00
    PLEASANTVILLE    NY   10570          1            02/15/96         00
    12458406                             05           04/01/96          0
    12458406                             O            03/01/26
    0


    1487254          670/074             F          380,000.00         ZZ
                                         360        379,738.48          1
    148 STAMFORD AVENUE                7.875          2,755.27         74
                                       7.625          2,755.27      520,000.00
    STAMFORD         CT   06902          2            02/29/96         00
    12459950                             05           05/01/96          0
    12459950                             O            04/01/26
    0


    1487256          670/074             F          420,000.00         ZZ
                                         360        419,405.21          1
    787 CRESTVIEW DRIVE                7.750          3,008.94         80
                                       7.500          3,008.94      525,000.00
    SAN CARLOS       CA   94070          1            02/12/96         00
    12461199                             05           04/01/96          0
1


    12461199                             O            03/01/26
    0


    1487257          670/074             F          650,000.00         ZZ
                                         360        649,097.86          1
    1 HERITAGE COURT                   7.850          4,701.68         68
                                       7.600          4,701.68      960,000.00
    ATHERTON         CA   94027          2            02/16/96         00
    12461491                             05           04/01/96          0
    12461491                             O            03/01/26
    0


    1487258          670/074             F          186,000.00         ZZ
                                         360        185,708.92          1
    11 SUDBURY LANDING                 7.250          1,268.85         80
                                       7.000          1,268.85      233,000.00
    FRAMINGHAM       MA   01701          1            02/16/96         00
    12464775                             05           04/01/96          0
    12464775                             O            03/01/26
    0


    1487259          670/074             F          340,078.00         ZZ
                                         360        339,581.67          1
    1904 HILL OAKS COURT               7.600          2,401.21         65
                                       7.350          2,401.21      525,000.00
    AUSTIN           TX   78703          1            02/16/96         00
    12465186                             05           04/01/96          0
    12465186                             O            03/01/26
    0


    1487260          670/074             F          300,000.00         ZZ
                                         360        299,568.71          1
    1250 E CREEK DRIVE                 7.675          2,133.71         79
                                       7.425          2,133.71      383,000.00
    DRIPPING SPRING  TX   78620          1            02/20/96         00
    12465194                             05           04/01/96          0
    12465194                             O            03/01/26
    0


    1487261          670/074             F          243,000.00         ZZ
                                         360        242,619.73          1
    19 TACONIC ROAD                    7.250          1,657.69         64
                                       7.000          1,657.69      380,000.00
    MILLWOOD         NY   10546          2            02/23/96         00
    12466514                             05           04/01/96          0
    12466514                             O            03/01/26
    0


1


    1487264          670/074             F          700,000.00         ZZ
                                         360        699,104.19          1
    643 BEDFORD ROAD                   8.250          5,258.87         64
                                       8.000          5,258.87    1,100,000.00
    ARMONK           NY   10504          1            02/23/96         00
    12466573                             05           04/01/96          0
    12466573                             O            03/01/26
    0


    1487265          670/728             F          235,000.00         ZZ
                                         360        234,838.27          1
    55 FAIRMONT AVENUE                 7.875          1,703.92         80
                                       7.625          1,703.92      295,000.00
    HASTINGS-ON-HUD  NY   10706          5            02/27/96         00
    0380401829                           05           05/01/96          0
    12519189                             O            04/01/26
    0


    1487266          670/728             F          315,000.00         ZZ
                                         360        314,772.00          1
    2655 REBECCA STREET                7.625          2,229.56         89
                                       7.375          2,229.56      355,000.00
    BELLMORE         NY   11710          2            02/28/96         04
    0380401464                           05           05/01/96         25
    12521604                             O            04/01/26
    0


    1487267          670/074             F          257,062.00         ZZ
                                         360        256,679.25          1
    6005 LITTLE BULL COVE              7.500          1,797.42         80
                                       7.250          1,797.42      321,500.00
    AUSTIN           TX   78731          1            02/22/96         00
    14091615                             03           04/01/96          0
    14091615                             O            03/01/26
    0


    1487269          670/074             F          160,000.00         ZZ
                                         360        159,789.95          1
    348 W ZIA ROAD                     8.125          1,188.00         62
                                       7.875          1,188.00      260,000.00
    SANTA FE         NM   87505          1            02/29/96         00
    14091917                             05           04/01/96          0
    14091917                             O            03/01/26
    0


    1487271          670/728             F           25,000.00         ZZ
                                         360         24,951.85          1
    BOX 369 HINKLEY ROAD               8.250            187.82         31
                                       8.000            187.82       83,000.00
1


    SHANDAKEN        NY   12480          5            02/01/96         00
    0380401837                           05           03/01/96          0
    30431123                             O            02/01/26
    0


    1487273          670/074             F          142,500.00         ZZ
                                         360        142,050.87          1
    232 FORT PATH ROAD                 8.375          1,083.11         75
                                       8.125          1,083.11      190,000.00
    MADISON          CT   06443          1            12/01/95         00
    30481961                             05           01/01/96          0
    30481961                             O            12/01/25
    0


    1487274          670/728             F          121,800.00         ZZ
                                         360        121,651.90          1
    BROWNELL ROAD                      8.500            936.54         75
    (TOWN OF RORTRIGHT)                8.250            936.54      164,000.00
    BLOOMVILLE       NY   13739          1            02/14/96         00
    0380401845                           05           04/01/96          0
    30483093                             O            03/01/26
    0


    1487275          670/074             F           90,000.00         ZZ
                                         360         89,830.99        110
    215 WEST 75TH STREET               8.375            684.07         63
    APT 3F                             8.125            684.07      143,000.00
    NEW YORK         NY   10023          1            01/19/96         00
    30485011                             11           03/01/96          0
    30485011                             O            02/01/26
    0


    1487276          670/728             F           63,750.00         ZZ
                                         360         63,672.47          1
    KEMPER MOUNTAIN ROAD               8.500            490.18         75
                                       8.250            490.18       85,000.00
    GILBOA           NY   12076          1            02/14/96         00
    0380398363                           05           04/01/96          0
    34038558                             O            03/01/26
    0


    1487277          670/728             F           62,000.00         ZZ
                                         360         61,959.44          1
    47 DUTCHTOWN ROAD                  8.125            460.35         60
                                       7.875            460.35      104,000.00
    VOORHEES         NJ   08043          5            03/06/96         00
    0380398389                           05           05/01/96          0
    34053212                             O            04/01/26
    0
1

1487278 670/074 F 97,200.00 ZZ

                                     360         97,022.07         10
166 EAST 78TH STREET  APT 4B       8.500            747.39         60
                                   8.250            747.39      162,000.00
NEW YORK         NY   10021          1            01/12/96         00
34054944                             12           03/01/96          0
34054944                             O            02/01/26
0

1487279 670/728 F 288,000.00 ZZ

                                         360        287,571.18          1
    3505 FREDERICK STREET              7.500          2,013.74         80
                                       7.250          2,013.74      360,000.00
    OCEANSIDE        NY   11572          1            02/23/96         00
    0380398397                           05           04/01/96          0
    34090941                             O            03/01/26
    0


    1487280          670/728             F           75,000.00         ZZ
                                         360         74,888.33          1
    BOX 485 CROSSROAD                  7.500            524.41         60
    (TOWN OF MIDDLETOWN)               7.250            524.41      125,000.00
    ARKVILLE         NY   12406          5            02/22/96         00
    0380401860                           05           04/01/96          0
    34104925                             O            03/01/26
    0


    1487281          670/728             F          192,500.00         ZZ
                                         360        192,227.38          1
    25 KETCHAM ROAD                    7.750          1,379.10         63
                                       7.500          1,379.10      306,000.00
    BELLE MEAD       NJ   08502          2            02/20/96         00
    0380401878                           05           04/01/96          0
    34111131                             O            03/01/26
    0


    1487282          670/074             F          225,000.00         ZZ
                                         360        224,697.05          1
    27 WATERS EDGE ROAD                8.000          1,650.97         75
                                       7.750          1,650.97      300,000.00
    SPARTA           NJ   07871          1            02/26/96         00
    34114726                             05           04/01/96          0
    34114726                             O            03/01/26
    0


    1487284          670/728             F          315,000.00         ZZ
                                         360        314,565.01          1
1


    122 FOREST AVENUE                  7.875          2,283.97         70
                                       7.625          2,283.97      455,000.00
    NEW ROCHELLE     NY   10804          2            02/20/96         00
    0380398413                           05           04/01/96          0
    34132392                             O            03/01/26
    0


    1487286          670/728             F          232,000.00         ZZ
                                         360        231,679.61          1
    10 KINGSRIDGE ROAD                 7.875          1,682.17         89
                                       7.625          1,682.17      261,000.00
    FRENCHTOWN       NJ   08825          2            02/23/96         01
    0380398439                           05           04/01/96         25
    34136983                             O            03/01/26
    0


    1487287          670/728             F          319,500.00         ZZ
                                         360        319,058.80          1
    110 BROWN AVENUE                   7.875          2,316.60         90
                                       7.625          2,316.60      355,000.00
    SPRING LAKE      NJ   07762          1            02/26/96         04
    0380398496                           05           04/01/96         25
    34143921                             O            03/01/26
    0


    1487288          670/728             F          125,600.00         ZZ
                                         360        125,426.55          1
    37 LEXINGTON DRIVE                 7.875            910.69         75
                                       7.625            910.69      167,500.00
    MANALAPAN        NJ   07726          1            02/13/96         00
    0380398504                           05           04/01/96          0
    34153446                             O            03/01/26
    0


    1487289          670/728             F          230,000.00         T
                                         360        229,666.00          1
    103 SOUTH JEROME AVENUE            7.625          1,627.93         66
                                       7.375          1,627.93      350,000.00
    MARGATE          NJ   08402          5            02/28/96         00
    0380398512                           05           04/01/96          0
    34202994                             O            03/01/26
    0

1487290 814/728 F 648,000.00 ZZ

                                         360        648,000.00          1
    11510 SUMMIT WOOD ROAD             8.625          5,040.08         75
                                       8.375          5,040.08      865,000.00
    LOS ALTOS HILLS  CA   94022          1            04/02/96         00
    0380419359                           05           06/01/96          0
1


    0809603116                           O            05/01/26
    0

1487338 935/728 F 70,400.00 ZZ

                                     360         70,271.13          1
4528 BROADHURST DRIVE              8.500            541.32         80
                                   8.250            541.32       88,000.00
WHITEHALL        OH   43213          1            01/05/96         00
0380411810                           05           03/01/96          0
4010534                              O            02/01/26
0

1487344 670/074 F 320,000.00 T

                                     360        319,558.09          1
525 PARK AVENUE, UNIT 9B           7.875          2,320.23         76
                                   7.625          2,320.23      425,000.00
NEW YORK         NY   10021          2            02/02/96         00
8183333                              06           04/01/96          0
8183333                              O            03/01/26
0

1487346 670/074 F 647,375.00 ZZ

                                     360        645,507.24          1
11650 ELM RIDGE LANE               7.690          4,611.07         80
                                   7.440          4,611.07      810,000.00
SAN ANTONIO      TX   78230          4            12/29/95         00
12456659                             03           02/01/96          0
12456659                             O            01/01/26
0

1487350 881/728 F 237,000.00 ZZ

                                     360        236,844.97          1
1200 S ORANGE GROVE BLVD #11       8.125          1,759.72         73
                                   7.875          1,759.72      325,000.00
PASADENA         CA   91105          5            03/12/96         00
0380402959                           01           05/01/96          0
103141                               O            04/01/26
0

1487359 018/728 F 285,000.00 ZZ

                                     360        284,361.47          1
5001 NW 67TH STREET                7.500          1,992.77         57
                                   7.250          1,992.77      506,000.00
GAINSVILLE       FL   32606          2            02/19/96         00
0380432808                           03           04/01/96          0
231655                               O            03/01/26
0

1

1487386 935/728 F 53,000.00 ZZ

                                     360         52,967.89          1
3012 OAKDALE AVENUE                8.500            407.53         80
                                   8.250            407.53       66,300.00
LAPORTE          IN   46350          1            03/29/96         00
0380411786                           05           05/01/96          0
96031500111114                       O            04/01/26
0

1487398 313/728 F 115,750.00 ZZ

                                     360        115,678.05          1
1611 NE 126TH AVENUE               8.375            879.79         69
                                   8.125            879.79      169,000.00
PORTLAND         OR   97230          2            03/11/96         00
0380402306                           05           05/01/96          0
6004691                              O            04/01/26
0

1487475 640/728 F 328,000.00 ZZ

                                     360        327,535.51          1
7695 CHAPEL RIDGE DRIVE            7.750          2,349.83         80
                                   7.500          2,349.83      410,000.00
CORDOVA          TN   38018          1            02/23/96         00
0380431396                           05           04/01/96          0
5651799                              O            03/01/26
0

1487480 287/287 F 261,000.00 ZZ

                                     360        260,634.07          1
7733 EVERGREEN MEADOWS NE          7.800          1,878.87         90
                                   7.550          1,878.87      290,000.00
ROCKFORD         MI   49341          1            02/19/96         10
8445835                              05           04/01/96         25
8445835                              O            03/01/26
0

1487482 287/287 F 292,500.00 ZZ

                                         360        292,100.14          1
    364 RAVINE PARK DRIVE              7.925          2,130.99         75
                                       7.675          2,130.99      390,000.00
    LAKE FOREST      IL   60045          2            02/16/96         00
    8653131                              05           04/01/96          0
    8653131                              O            03/01/26
    0


    1487483          287/287             F          278,000.00         ZZ
                                         360        277,551.60          1
    4064 WILL CARLTON                  7.950          2,030.19         64
                                       7.700          2,030.19      440,000.00
1


    FLAT ROCK        MI   48134          2            02/12/96         00
    5929104                              05           04/01/96          0
    5929104                              O            03/01/26
    0


    1487484          A52/728             F          267,300.00         ZZ
                                         360        267,133.86          1
    4181 AMBER FIELD CIRCLE            8.375          2,031.67         90
                                       8.125          2,031.67      297,000.00
    NORCROSS         GA   30092          1            03/25/96         12
    0380384959                           05           05/01/96         25
    143223                               O            04/01/26
    0

1487493 899/728 F 283,000.00 ZZ

                                     360        282,810.11          1
8333 CHAPEL LAKE COURT             8.000          2,076.56         80
                                   7.750          2,076.56      355,000.00
ANNANDALE        VA   22003          1            03/29/96         00
0380417114                           05           05/01/96          0
7096018                              O            04/01/26
0

1487502 E22/728 F 350,000.00 ZZ

                                     360        348,959.38          1
2835 RESERVE COURT                 7.500          2,447.25         67
                                   7.250          2,447.25      525,000.00
AURORA           IL   60504          5            02/29/96         00
0410081087                           05           04/01/96          0
410081087                            O            03/01/26
0

1487531 668/728 F 493,000.00 ZZ

                                         360        492,265.95          1
    9 ARASTRADERO ROAD                 7.500          3,447.13         47
                                       7.250          3,447.13    1,050,000.00
    PORTOLA VALLEY   CA   94028          5            02/27/96         00
    0380404476                           05           04/01/96          0
    6337224                              O            03/01/26
    0


    1487543          E22/728             F          455,000.00         ZZ
                                         360        454,678.86          1
    12720 DRAKE LANE                   7.750          3,259.68         70
                                       7.500          3,259.68      650,000.00
    PALM BEACH GARD  FL   33410          5            03/13/96         00
    0410071419                           05           05/01/96          0
    410071419                            O            04/01/26
    0
1

1487587 776/728 F 268,000.00 ZZ

                                     360        268,000.00          1
935 MCCARTHY COURT                 8.375          2,036.99         80
                                   8.125          2,036.99      335,000.00
EL SEGUNDO       CA   90245          1            04/03/96         00
0380418948                           05           06/01/96          0
2427137                              O            05/01/26
0


1487595          814/728             F          350,000.00         ZZ
                                     360        350,000.00          1
9 PALA AVENUE                      8.000          2,568.18         63
                                   7.750          2,568.18      556,000.00
PIEDMONT         CA   94611          1            04/16/96         00
0380420274                           05           06/01/96          0
809603171                            O            05/01/26
0


1487607          E22/728             F          300,000.00         ZZ
                                     360        299,808.70          1
10005 COACH ROAD                   8.250          2,253.80         80
                                   8.000          2,253.80      375,000.00
VIENNA           VA   22181          2            03/15/96         00
0410072672                           05           05/01/96          0
410072672                            O            04/01/26
0


1487621          E22/728             F           95,500.00         ZZ
                                     360         95,435.92          1
3633 JAMES CANYON DRIVE            8.000            700.75         52
                                   7.750            700.75      185,000.00
JAMESTOWN        CO   80455          2            03/08/96         00
0410080618                           05           05/01/96          0
410080618                            O            04/01/26
0

1487638 E22/728 F 307,500.00 ZZ

                                         360        307,293.67          1
    13849 DEER CREEK DRIVE             8.000          2,256.33         75
                                       7.750          2,256.33      410,000.00
    PALM BEACH GARD  FL   33418          5            03/13/96         00
    0410071401                           03           05/01/96          0
    410071401                            O            04/01/26
    0


    1487652          E22/728             F          234,000.00         ZZ
                                         360        233,854.56          1
1


    1887 BENNETT MEADOWS LANE          8.375          1,778.57         90
                                       8.125          1,778.57      260,000.00
    SANTA ROSA       CA   95405          1            03/12/96         04
    0410092407                           05           05/01/96         25
    410092407                            O            04/01/26
    0

1487677 966/728 F 325,000.00 ZZ

                                     352        324,779.94          1
3016 CALIFORNIA LANE               8.250          2,454.44         74
                                   8.000          2,454.44      442,332.00
DALWORTHINGTON   TX   76013          4            03/28/96         00
0380427170                           05           05/01/96          0
UNKNOWN                              O            08/01/25
0

1487679 976/728 F 270,050.00 ZZ

                                     360        269,868.79          1
3308 CAMINO CORONADO               8.000          1,981.54         80
                                   7.750          1,981.54      337,600.00
CARLSBAD         CA   92009          1            03/05/96         00
0380394081                           03           05/01/96          0
567867                               O            04/01/26
0


1487684          624/728             F          264,000.00         ZZ
                                     360        264,000.00          1
5625 LINNE ROAD                    8.125          1,960.19         80
                                   7.875          1,960.19      330,000.00
PASO ROBLES      CA   93446          1            04/01/96         00
0380403783                           05           06/01/96          0
72013960056                          O            05/01/26
0


1487690          069/728             F          156,000.00         ZZ
                                     360        155,761.85          1
20142 RIVERSIDE DRIVE              7.375          1,077.46         75
                                   7.125          1,077.46      208,000.00
SANTA ANA        CA   92707          1            02/15/96         00
0380403346                           05           04/01/96          0
2362082519                           O            03/01/26
0

1487704 E22/728 F 412,000.00 ZZ

                                         360        411,737.28          1
    5242 MCCORMICK MOUNTAIN DRIVE      8.250          3,095.22         80
                                       8.000          3,095.22      515,000.00
    AUSTIN           TX   78734          2            03/11/96         00
    0410103816                           03           05/01/96          0
1


    0410103816                           O            04/01/26
    0


    1487709          736/728             F          361,800.00         ZZ
                                         360        361,538.14          1
    17 PRESIDIO COURT                  7.625          2,560.80         75
                                       7.375          2,560.80      482,500.00
    CORTE MADERA     CA   94925          1            03/08/96         00
    0380401647                           03           05/01/96          0
    450510                               O            04/01/26
    0


    1487722          736/728             F          258,750.00         ZZ
                                         360        258,593.25          1
    6455 LIPMANN STREET                8.500          1,989.56         75
                                       8.250          1,989.56      345,000.00
    SAN DIEGO        CA   92122          5            03/15/96         00
    0380403817                           05           05/01/96          0
    462902                               O            04/01/26
    0


    1487726          744/728             F          440,000.00         ZZ
                                         360        439,712.18          1
    627 CHANNING AVENUE #1             8.125          3,266.99         80
                                       7.875          3,266.99      550,000.00
    PALO ALTO        CA   94301          1            03/13/96         00
    0380403338                           01           05/01/96          0
    76612                                O            04/01/26
    0

1487734 936/728 F 232,000.00 ZZ

                                     360        231,679.61          1
7380 LIVE OAK DRIVE                7.875          1,682.17         80
                                   7.625          1,682.17      290,000.00
RIVERSIDE        CA   92509          1            02/20/96         00
0380409418                           05           04/01/96          0
6017354540                           O            03/01/26
0

1487744 936/728 F 222,000.00 ZZ

                                     360        221,868.93          1
9532 W CIELO GRANDE                8.625          1,726.70         59
                                   8.375          1,726.70      380,000.00
PEORIA           AZ   85382          5            03/14/96         00
0380404054                           05           05/01/96          0
6036966                              O            04/01/26
0

1

1487783 076/076 F 320,000.00 ZZ

                                     360        317,965.09          1
9461 WALNUT HALL DRIVE             7.875          2,320.23         86
                                   7.625          2,320.23      376,000.00
WESTERVILLE      OH   43081          2            07/28/95         04
5115952                              05           09/01/95         25
5115952                              O            08/01/25
0

1487801 B60/728 F 251,000.00 ZZ

                                     360        250,839.95          1
31686 ISLE ROYAL DRIVE             8.250          1,885.68         72
                                   8.000          1,885.68      350,000.00
LAGUNA NIGUEL    CA   92677          2            03/21/96         00
0380385956                           05           05/01/96          0
6329                                 O            04/01/26
0

1487813 369/728 F 351,300.00 ZZ

                                     360        351,058.24          1
8455 LAURELWOOD LANE               7.875          2,547.17         90
                                   7.625          2,547.17      390,350.00
COLORADO SPRING  CO   80919          1            03/11/96         01
0380402900                           05           05/01/96         25
49494636                             O            04/01/26
0

1487827 A71/728 F 244,000.00 ZZ

                                     360        244,000.00          1
18261 OAKRIDGE DRIVE               8.375          1,854.58         80
                                   8.125          1,854.58      305,000.00
SANTA ANA        CA   92705          1            04/09/96         00
0380414814                           05           06/01/96          0
9603186873                           O            05/01/26
0

1487998 E22/728 F 305,000.00 ZZ

                                     360        304,815.23          1
4425 BEVERLY DRIVE                 8.500          2,345.19         61
                                   8.250          2,345.19      505,000.00
DALLAS           TX   75205          1            03/15/96         00
0410128417                           05           05/01/96          0
410128417                            O            04/01/26
0

1488094 561/728 F 237,500.00 ZZ

                                         360        237,359.77          1
    20230 SHERIFFS COVE                8.625          1,847.26         95
                                       8.375          1,847.26      250,000.00
1


    MONUMENT         CO   80132          1            03/18/96         04
    0380392911                           05           05/01/96         30
    8735433                              O            04/01/26
    0

1488098 723/728 F 496,000.00 ZZ

                                     360        496,000.00          1
3318 STAGE COACH DRIVE             7.875          3,596.34         80
                                   7.625          3,596.34      620,000.00
LAFAYETTE        CA   94549          1            04/08/96         00
0380409665                           03           06/01/96          0
8451                                 O            05/01/26
0


1488112          723/728             F          400,000.00         ZZ
                                     360        400,000.00          1
401 WOODLAND ROAD                  8.500          3,075.65         69
                                   8.250          3,075.65      585,000.00
KENFIELD         CA   94904          1            04/03/96         00
0380417999                           03           06/01/96          0
8450                                 O            05/01/26
0


1488192          731/728             F          190,450.00         ZZ
                                     360        190,328.55          1
18 EXETER COURT                    8.250          1,430.79         80
                                   8.000          1,430.79      238,110.00
NAPA             CA   94558          1            03/19/96         00
0380405770                           05           05/01/96          0
112151761                            O            04/01/26
0


1488207          185/728             F          224,000.00         ZZ
                                     360        223,841.90          1
6212 138TH PLACE SOUTHWEST         7.750          1,604.77         79
                                   7.500          1,604.77      285,000.00
EDMONDS          WA   98026          1            03/18/96         00
0380403619                           05           05/01/96          0
232819                               O            04/01/26
0

1488257 369/728 F 212,400.00 ZZ

                                         360        212,257.48          1
    7649 BUTTERCUP COURT               8.000          1,558.52         80
                                       7.750          1,558.52      265,500.00
    AVON             IN   46168          4            03/15/96         00
    0380402918                           03           05/01/96          0
    49261902                             O            04/01/26
    0
1

1488265 232/232 F 320,000.00 ZZ

                                     360        319,790.68          1
316 BAYBERRY DRIVE                 8.125          2,375.99         83
                                   7.875          2,375.99      390,000.00
PLANTATION       FL   33317          2            03/18/96         11
287542                               05           05/01/96         12
287542                               O            04/01/26
0

1488283 559/728 F 423,750.00 ZZ

                                         360        423,750.00          1
    10165 JEAN ELLEN DRIVE             8.250          3,183.50         75
                                       8.000          3,183.50      565,000.00
    GILROY           CA   95020          1            04/02/96         00
    0380409004                           05           06/01/96          0
    0502989                              O            05/01/26
    0


    1488296          893/728             F          180,000.00         ZZ
                                         360        180,000.00          1
    464 POPLAR STREET                  8.250          1,352.28         80
                                       8.000          1,352.28      225,000.00
    HALF MOON BAY    CA   94019          2            04/10/96         00
    0380418914                           05           06/01/96          0
    307196                               O            05/01/26
    0


    1488298          076/076             F          455,750.00         ZZ
                                         360        455,136.35          1
    225 ALQUEZAR DRIVE                 8.000          3,344.13         80
                                       7.750          3,344.13      569,681.00
    EDWARDS          CO   81632          1            03/05/96         00
    5503402                              03           04/01/96          0
    5503402                              O            03/01/26
    0


    1488313          E22/728             F          186,400.00         ZZ
                                         360        186,287.08          1
    7 BLACKWOOD                        8.500          1,433.25         80
                                       8.250          1,433.25      233,000.00
    MISSION VIEJO    CA   92692          2            03/14/96         00
    0410096192                           03           05/01/96          0
    410096192                            O            04/01/26
    0


    1488353          399/399             F          252,000.00         ZZ
                                         360        251,834.31          1
1


    3960 FLEETWOOD DR                  8.100          1,866.69         75
                                       7.850          1,866.69      340,000.00
    SAN BRUNO        CA   94066          5            03/07/96         00
    6515837                              05           05/01/96          0
    6515837                              O            04/01/26
    0


    1488364          069/728             F          368,000.00         ZZ
                                         360        367,254.28          1
    9 SILVER SADDLE LANE               8.000          2,700.26         80
                                       7.750          2,700.26      460,000.00
    ROLLING HILLS E  CA   90274          1            01/03/96         00
    0380406919                           05           03/01/96          0
    2362074607                           O            02/01/26
    0


    1488365          181/181             F          895,000.00         ZZ
                                         360        893,825.13          1
    2488 DEVONPORT LANE                8.125          6,645.35         75
                                       7.875          6,645.35    1,200,000.00
    LOS ANGELES      CA   90077          2            02/21/96         00
    4922999                              05           04/01/96          0
    4922999                              O            03/01/26
    0


    1488369          685/728             F           77,750.00         ZZ
                                         360         77,700.42          1
    3836 SOUTH SENNIE DRIVE            8.250            584.11         80
                                       8.000            584.11       97,500.00
    MAGNA            UT   84044          2            03/13/96         00
    0380404310                           05           05/01/96          0
    103710                               O            04/01/26
    0

1488377 946/728 F 250,000.00 ZZ

                                     360        249,836.47          1
3623 CAMERON AVENUE                8.125          1,856.24         41
                                   7.875          1,856.24      611,000.00
PLEASANTON       CA   94588          1            03/20/96         00
0380402215                           05           05/01/96          0
371487                               O            04/01/26
0

1488378 076/076 F 330,000.00 ZZ

                                         360        329,577.69          1
    4704 PENELOPE COURT                8.250          2,479.18         75
                                       8.000          2,479.18      440,000.00
    WEST LAFAYETTE   IN   47906          2            02/06/96         00
    5039042                              05           04/01/96          0
1


    5039042                              O            03/01/26
    0

1488390 185/728 F 35,000.00 T

                                     360         34,977.10          1
5541 OAKWOOD RIDGE STREET          8.125            259.88         33
                                   7.875            259.88      107,540.00
LAS VEGAS        NV   89130          1            03/15/96         00
0380403890                           03           05/01/96          0
231082                               O            04/01/26
0

1488393 965/728 F 220,950.00 ZZ

                                     360        220,809.11          1
5422 EAST MURIEL DRIVE             8.250          1,659.92         80
                                   8.000          1,659.92      278,000.00
SCOTTSDALE       AZ   85254          1            03/06/96         00
0380403999                           05           05/01/96          0
141760                               O            04/01/26
0

1488398 E91/728 F 267,900.00 ZZ

                                     360        267,729.17          1
7005 WILDROSE TERRACE              8.250          2,012.64         80
                                   8.000          2,012.64      334,900.00
CARLSBAD         CA   92009          1            03/13/96         00
0380408410                           03           05/01/96          0
349037                               O            04/01/26
0

1488440 E22/728 F 92,835.00 ZZ

                                     360         92,774.27          1
18671 ROBERTS ROAD                 8.125            689.30         75
                                   7.875            689.30      125,000.00
RIVERSIDE        CA   92508          2            03/19/96         00
0410091367                           05           05/01/96          0
410091367                            O            04/01/26
0

1488443 E22/728 F 463,200.00 ZZ

                                     360        462,881.23          1
7006 OLD YORK ROAD                 7.875          3,358.52         80
                                   7.625          3,358.52      579,000.00
MCKINNEY         TX   75070          1            03/15/96         00
0410078182                           03           05/01/96          0
410078182                            O            04/01/26
0

1

1488449 E22/728 F 325,500.00 ZZ

                                     360        325,302.81          1
723 PORTSWOOD DRIVE                8.500          2,502.81         75
                                   8.250          2,502.81      434,000.00
SAN JOSE         CA   95120          2            03/15/96         00
0410090534                           05           05/01/96          0
410090534                            O            04/01/26
0

1488494 181/181 F 904,000.00 ZZ

                                     360        902,192.79          1
1036 NORTH BUNDY DRIVE             7.750          6,476.37         61
                                   7.500          6,476.37    1,500,000.00
LOS ANGELES      CA   90049          2            02/13/96         00
4919912                              05           04/01/96          0
4919912                              O            03/01/26
0

1488495 181/181 F 300,000.00 ZZ

                                     360        299,585.73          1
107 HIGH FALLS PARK ROAD           7.875          2,175.21         79
                                   7.625          2,175.21      380,000.00
MILNER           GA   30257          2            02/14/96         00
462385                               05           04/01/96          0
462385                               O            03/01/26
0

1488497 181/181 F 315,000.00 ZZ

                                     360        314,542.55          1
10122 BURKE LAKE ROAD              7.625          2,229.56         75
                                   7.375          2,229.56      420,000.00
BURKE            VA   22015          5            02/21/96         00
494214                               05           04/01/96          0
494214                               O            03/01/26
0

1488527 617/617 F 328,000.00 ZZ

                                     360         50,652.35          1
16331 CHAMPION DRIVE               8.000          2,406.75         67
                                   7.750          2,406.75      492,119.00
CHESTERFIELD     MO   63005          1            12/29/95         00
161135                               03           02/01/96          0
161135                               O            01/01/26
0

1488547 A52/728 F 281,600.00 ZZ

                                         360        281,411.05          1
    5214 CHAVERSHAM LANE               8.000          2,066.28         90
                                       7.750          2,066.28      312,900.00
1


    NORCROSS         GA   30092          1            03/29/96         12
    0380389164                           05           05/01/96         25
    140976                               O            04/01/26
    0

1488570 B75/728 F 742,800.00 ZZ

                                     360        742,800.00          1
5731 NORTH 32ND PLACE              8.250          5,580.41         80
                                   8.000          5,580.41      928,500.00
PARADISE VALLEY  AZ   85253          1            04/03/96         00
0380421827                           05           06/01/96          0
2600161                              O            05/01/26
0

1488624 E15/728 F 255,900.00 ZZ

                                     360        255,900.00          1
31505 EMPEROR DRIVE                8.500          1,967.65         80
                                   8.250          1,967.65      320,000.00
CANYON LAKE      CA   92587          2            04/18/96         00
0380426404                           03           06/01/96          0
57000561                             O            05/01/26
0

1488628 893/728 F 424,000.00 ZZ

                                         360        424,000.00          1
    22 GREENBRIER COURT                8.500          3,260.19         80
                                       8.250          3,260.19      530,000.00
    HALF MOON BAY    CA   94019          1            04/16/96         00
    0380421215                           03           06/01/96          0
    932195                               O            05/01/26
    0


    1488675          766/728             F           60,000.00         ZZ
                                         360         59,963.65          1
    2199 NW 62 AVENUE                  8.500            461.35         62
                                       8.250            461.35       97,000.00
    MARGATE          FL   33063          5            03/13/96         00
    0380404971                           05           05/01/96          0
    96DA0063                             O            04/01/26
    0


    1488676          353/353             F          465,000.00         ZZ
                                         360        464,718.30          1
    5486 POOLA STREET                  8.500          3,575.45         77
                                       8.250          3,575.45      605,000.00
    HONOLULU         HI   96821          4            03/14/96         00
    16061233                             03           05/01/96          0
    16061233                             O            04/01/26
    0
1

1488678 776/728 F 248,000.00 ZZ

                                     360        247,630.75          1
1842 AVENIDA MIMOSA                7.500          1,734.05         80
                                   7.250          1,734.05      310,000.00
ENCINITAS        CA   92024          1            02/15/96         00
0380409822                           03           04/01/96          0
2124707                              O            03/01/26
0

1488691 881/728 F 262,500.00 ZZ

                                     360        262,340.97          1
20520 CALLON DRIVE                 8.500          2,018.40         75
                                   8.250          2,018.40      350,000.00
TOPANGA AREA     CA   90290          5            03/21/96         00
0380402991                           05           05/01/96          0
302345                               O            04/01/26
0

1488708 564/728 F 471,000.00 ZZ

                                     360        470,332.98          1
2212 CHATSWORTH COURT              7.750          3,374.31         70
                                   7.500          3,374.31      675,000.00
HENDERSON        NV   89014          5            02/23/96         00
0380410051                           03           04/01/96          0
5000130418                           O            03/01/26
0

1488717 685/728 F 71,200.00 ZZ

                                         360         71,155.75          1
    141 SOUTH VISTA STREET             8.375            541.17         80
                                       8.125            541.17       89,000.00
    VISALIA          CA   93292          2            03/15/96         00
    0380403833                           05           05/01/96          0
    103730                               O            04/01/26
    0


    1488719          B91/728             F          493,500.00         ZZ
                                         360        493,208.63          1
    729 AVENUE A                       8.625          3,838.40         70
                                       8.375          3,838.40      705,000.00
    REDONDO BEACH    CA   90277          5            03/01/96         00
    0380408766                           05           05/01/96          0
    100000111                            O            04/01/26
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    1488742          736/728             F          120,000.00         ZZ
                                         360        119,921.50          1
1

24111 KATHY AVENUE 8.125 891.00 55

                                   7.875            891.00      220,000.00
LAKE FOREST      CA   92630          1            03/22/96         00
0380403304                           03           05/01/96          0
466165                               O            04/01/26
0

1488744 736/728 F 287,900.00 ZZ

                                     360        287,721.05          1
4350 LA BARCA DRIVE                8.375          2,188.25         80
(TARZANA AREA)                     8.125          2,188.25      359,900.00
LOS ANGELES      CA   91356          1            03/19/96         00
0380394669                           05           05/01/96          0
463835                               O            04/01/26
0

1488749 736/728 F 224,000.00 ZZ

                                         360        223,867.75          1
    154 EL CAMINO PEQUENO              8.625          1,742.25         80
                                       8.375          1,742.25      280,000.00
    EL CAJON         CA   92019          2            03/22/96         00
    0380404484                           05           05/01/96          0
    471431                               O            04/01/26
    0


    1488750          736/728             F          520,000.00         ZZ
                                         360        519,623.64          1
    24 CIELO DRIVE                     7.625          3,680.53         80
                                       7.375          3,680.53      650,000.00
    GREENBRAE        CA   94904          1            03/12/96         00
    0380403213                           05           05/01/96          0
    467885                               O            04/01/26
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    1488753          461/728             F          226,412.43         ZZ
                                         337        226,412.43          1
    19782 SCENIC BAY LANE              7.875          1,670.08         53
                                       7.625          1,670.08      428,000.00
    HUNTINGTON BEAC  CA   92648          2            03/01/96         00
    0380404617                           05           06/01/96          0
    20658621                             O            06/01/24
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    1488757          171/728             F          198,750.00         ZZ
                                         360        198,619.98          1
    3746 SUNDAY COURT                  8.125          1,475.72         75
                                       7.875          1,475.72      265,000.00
    REDDING          CA   96001          1            02/27/96         00
    0380404393                           05           05/01/96          0
1


    52088100                             O            04/01/26
    0


    1488776          208/728             F          268,000.00         ZZ
                                         360        267,810.85          1
    RR 7 BOX 125M                      7.750          1,919.98         52
                                       7.500          1,919.98      525,000.00
    SANTA FE         NM   87505          5            03/15/96         00
    0380402785                           05           05/01/96          0
    33873                                O            04/01/26
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    1488790          480/728             F          117,750.00         ZZ
                                         360        117,678.66          1
    13823 NORTH 19TH STREET            8.500            905.40         75
                                       8.250            905.40      157,000.00
    PHOENIX          AZ   85022          5            03/06/96         00
    0380404724                           05           05/01/96          0
    1860774                              O            04/01/26
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1488834 163/728 F 233,800.00 ZZ

                                     360        233,639.10          1
409 BRIKSBURY DRIVE                7.875          1,695.21         86
                                   7.625          1,695.21      275,000.00
FRANKLIN         TN   37067          2            03/09/96         14
0380403775                           03           05/01/96         25
371885855                            O            04/01/26
0

1488858 253/253 F 101,500.00 ZZ

                                     360        101,433.60          1
4421 RINGGOLD LANE                 8.125            753.64         80
                                   7.875            753.64      126,900.00
PLANO            TX   75093          1            03/25/96         00
315622                               05           05/01/96          0
315622                               O            04/01/26
0

1488868 232/232 F 243,750.00 ZZ

                                     360        243,582.25          1
2435 BISCAYNE BAY DRIVE            7.875          1,767.36         75
                                   7.625          1,767.36      325,000.00
NORTH MIAMI      FL   33181          5            03/18/96         00
417498                               05           05/01/96          0
417498                               O            04/01/26
0

1

1488900 375/728 F 192,500.00 ZZ

                                     360        192,265.94          1
525 OCEAN BOULEVARD UNIT 601       8.500          1,480.16         70
                                   8.250          1,480.16      275,000.00
LONG BRANCH      NJ   07740          1            02/23/96         00
0380404336                           08           04/01/96          0
374095                               O            03/01/26
0

1488913 637/728 F 82,500.00 ZZ

                                         360         82,443.22          1
    3029 HOSKININI CIRCLE              7.875            598.19         52
                                       7.625            598.19      160,000.00
    PRESCOTT         AZ   86301          2            03/11/96         00
    0380403924                           05           05/01/96          0
    3124831                              O            04/01/26
    0


    1488914          637/728             F          264,000.00         ZZ
                                         360        263,844.13          1
    2134 DORADO DRIVE                  8.625          2,053.37         80
                                       8.375          2,053.37      330,000.00
    RANCHO PALOS VE  CA   90275          2            03/13/96         00
    0380405804                           05           05/01/96          0
    9021056                              O            04/01/26
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    1488916          764/728             F          256,000.00         ZZ
                                         360        255,819.31          2
    8844-8846 ALCOTT STREET            7.750          1,834.02         80
                                       7.500          1,834.02      320,000.00
    LOS ANGELES      CA   90035          1            03/13/96         00
    0380403544                           05           05/01/96          0
    890170                               O            04/01/26
    0


    1488919          744/728             F          296,400.00         ZZ
                                         360        296,220.44          1
    239 ROBIN WAY                      8.500          2,279.06         80
                                       8.250          2,279.06      370,500.00
    MENLO PARK       CA   94025          1            03/15/96         00
    0380405523                           05           05/01/96          0
    76656                                O            04/01/26
    0


    1488922          A73/728             F          233,000.00         ZZ
                                         360        232,843.66          1
    7715 MERIDIAN AVENUE NORTH         8.000          1,709.67         69
                                       7.750          1,709.67      340,000.00
1


    SEATTLE          WA   98103          2            03/06/96         00
    0380403270                           05           05/01/96          0
    0380422373                           O            04/01/26
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    1488940          685/728             F          195,900.00         ZZ
                                         360        195,775.08          1
    1095 MATTHEW WAY                   8.250          1,471.73         80
                                       8.000          1,471.73      244,900.00
    ANAHEIM          CA   92808          1            03/25/96         00
    0380403072                           03           05/01/96          0
    103908                               O            04/01/26
    0


    1489066          E22/728             F          300,000.00         ZZ
                                         360        299,822.88          1
    3924 MONTEGO DRIVE                 8.625          2,333.37         80
                                       8.375          2,333.37      375,000.00
    HUNTINGTON BEAC  CA   92649          1            03/15/96         00
    0410095335                           09           05/01/96          0
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    1489080          685/728             F          209,600.00         ZZ
                                         360        209,469.72          1
    4888 DOGWOOD AVENUE                8.375          1,593.11         80
                                       8.125          1,593.11      262,500.00
    SEAL BEACH       CA   90740          1            03/25/96         00
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    1489081          736/728             F          247,400.00         ZZ
                                         360        247,225.39          1
    4963 SOUTHCREST AVENUE             7.750          1,772.40         65
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    SAN DIEGO        CA   92110          1            03/25/96         00
    0380402694                           05           05/01/96          0
    462987                               O            04/01/26
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    1489082          736/728             F          271,700.00         ZZ
                                         360        271,522.28          1
    74 DORNOCH WAY                     8.125          2,017.36         95
                                       7.875          2,017.36      286,000.00
    COTO DE CAZA AR  CA   92679          1            03/26/96         01
    0380404112                           03           05/01/96         30
    463826                               O            04/01/26
    0
1

1489083 736/728 F 232,000.00 ZZ

                                     360        231,859.45          1
2182 MOTHER GRUNDY TRUCK TRAIL     8.500          1,783.88         75
                                   8.250          1,783.88      310,000.00
JAMUL            CA   91935          5            03/21/96         00
0380402942                           05           05/01/96          0
471407                               O            04/01/26
0


1489091          069/728             F          336,800.00         ZZ
                                     360        336,601.15          1
445 9TH STREET                     8.625          2,619.60         80
                                   8.375          2,619.60      421,000.00
DEL MAR          CA   92014          1            03/13/96         00
0380405762                           05           05/01/96          0
2362088979                           O            04/01/26
0


1489092          069/069             F          577,700.00         ZZ
                                     360        577,281.87          1
33 CHERRY HILLS DRIVE              7.625          4,088.93         80
                                   7.375          4,088.93      725,000.00
COTO DE CAZA     CA   92679          2            03/01/96         00
2032085652                           03           05/01/96          0
2032085652                           O            04/01/26
0

1489093 069/728 F 260,000.00 ZZ

                                     360        259,667.26          1
751 KATHERINE LANE                 8.250          1,953.30         80
                                   8.000          1,953.30      325,000.00
ARCADIA          CA   91006          2            02/28/96         00
0380403726                           05           04/01/96          0
2362087591                           O            03/01/26
0

1489094 069/728 F 232,000.00 ZZ

                                         360        231,859.45          1
    1600 CORMORANT DRIVE               8.500          1,783.88         80
                                       8.250          1,783.88      290,000.00
    CARLSBAD         CA   92009          2            03/04/96         00
    0380403668                           01           05/01/96          0
    2362086171                           O            04/01/26
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    1489096          976/728             F          276,000.00         ZZ
                                         360        275,824.00          1
1


    4309 HARTFIELD COURT               8.250          2,073.50         80
                                       8.000          2,073.50      345,000.00
    WESTLAKE VILLAG  CA   91361          2            03/12/96         00
    0380405358                           03           05/01/96          0
    783299                               O            04/01/26
    0

1489097 976/728 F 231,900.00 BB

                                     360        231,736.32          1
3332 CALLE SAN BLAS                7.750          1,661.37         71
                                   7.500          1,661.37      326,900.00
CARLSBAD         CA   92009          1            03/12/96         00
0380421819                           03           05/01/96          0
567852                               O            04/01/26
0

1489098 976/728 F 270,000.00 ZZ

                                     360        269,814.19          1
5735 NORTH VIA LEGERA              7.875          1,957.69         73
                                   7.625          1,957.69      370,000.00
TUCSON           AZ   85750          5            03/05/96         00
0380409038                           03           05/01/96          0
773040                               O            04/01/26
0

1489101 976/728 F 232,000.00 ZZ

                                     360        231,836.25          1
11391 LEGACY CANYON PLACE          7.750          1,662.08         78
                                   7.500          1,662.08      300,000.00
SAN DIEGO        CA   92131          5            03/13/96         00
0380407115                           03           05/01/96          0
567889                               O            04/01/26
0

1489102 976/728 F 303,900.00 ZZ

                                     360        303,701.21          1
645 BEACH COMBER DRIVE             8.125          2,256.45         80
                                   7.875          2,256.45      379,900.00
SEAL BEACH       CA   90740          1            03/13/96         00
0380409012                           05           05/01/96          0
840803                               O            04/01/26
0

1489126 998/728 F 119,000.00 ZZ

                                         360        118,926.03          1
    3377 GOLFERS DRIVE                 8.375            904.49         70
                                       8.125            904.49      170,000.00
    OCEANSIDE        CA   92056          1            03/14/96         00
    0380412164                           05           05/01/96          0
1


    59559542                             O            04/01/26
    0

1489127 998/728 F 342,300.00 ZZ

                                     360        341,802.93          1
25410 VIA MARIQUITA                7.625          2,422.78         80
                                   7.375          2,422.78      430,000.00
CARMEL           CA   93923          2            02/23/96         00
0380412180                           05           04/01/96          0
99091431                             O            03/01/26
0

1489129 998/728 F 250,000.00 ZZ

                                         360        249,645.94          1
    14481 GLORIETTA DRIVE              7.750          1,791.04         75
                                       7.500          1,791.04      335,000.00
    SHERMAN OAKS     CA   91423          5            02/08/96         00
    0380412198                           05           04/01/96          0
    99292302                             O            03/01/26
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    1489131          998/728             F          310,000.00         ZZ
                                         360        309,781.20          1
    860 CASTRO STREET                  7.750          2,220.88         80
                                       7.500          2,220.88      387,500.00
    SAN FRANCISCO    CA   94114          1            03/06/96         00
    0380412370                           05           05/01/96          0
    99455719                             O            04/01/26
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    1489132          998/728             F          289,100.00         ZZ
                                         360        288,680.17          1
    3112 TOKAY COURT                   7.625          2,046.24         70
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    PLEASANTON       CA   94566          1            02/05/96         00
    0380412388                           03           04/01/96          0
    99302325                             O            03/01/26
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    1489134          998/728             F          450,000.00         ZZ
                                         360        449,409.27          1
    290 MORAGA WAY                     8.125          3,341.24         55
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    ORINDA           CA   94563          2            02/15/96         00
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1


    1489136          998/728             F          425,000.00         ZZ
                                         360        424,413.10          1
    1177 KEITH AVENUE                  7.875          3,081.55         68
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    0380412412                           05           04/01/96          0
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    1489137          998/728             F          400,000.00         ZZ
                                         360        399,229.52          1
    17496 SEVENTH STREET EAST          8.250          3,005.07         54
                                       8.000          3,005.07      750,000.00
    SONOMA           CA   95476          2            01/05/96         00
    0380412420                           03           03/01/96          0
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1489138 998/728 F 150,000.00 ZZ

                                     360        149,888.67          1
9611 CORBIN AVENUE                 7.500          1,048.83         70
                                   7.250          1,048.83      215,000.00
LOS ANGELES      CA   91324          1            03/06/96         00
0380412446                           05           05/01/96          0
59549659                             O            04/01/26
0

1489141 998/728 F 255,000.00 ZZ

                                     360        254,665.25          1
2320 CANYON LAKES DRIVE            8.125          1,893.37         74
                                   7.875          1,893.37      345,000.00
SAN RAMON        CA   94583          2            02/22/96         00
0380412461                           03           04/01/96          0
59528885                             O            03/01/26
0

1489144 998/728 F 102,000.00 ZZ

                                         360        101,929.80          1
    250 HILLSIDE DRIVE                 7.875            739.58         42
                                       7.625            739.58      245,000.00
    PACIFICA         CA   94044          1            03/05/96         00
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    1489147          998/728             F          280,000.00         ZZ
                                         360        276,698.00          1
    11 ROSE COURT                      8.250          2,103.55         61
                                       8.000          2,103.55      465,000.00
1


    SAUSALITO        CA   94965          1            01/26/96         00
    0380412495                           05           03/01/96          0
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    1489151          998/728             F          207,000.00         ZZ
                                         360        206,864.59          1
    91 HOLSTEIN ROAD                   8.125          1,536.97         67
                                       7.875          1,536.97      310,000.00
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    0380412503                           05           05/01/96          0
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    1489154          998/728             F          467,000.00         ZZ
                                         360        466,100.47          1
    1071 CALLE ANACAPA                 8.250          3,508.42         79
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    1489157          369/728             F          400,000.00         ZZ
                                         360        399,703.14          1
    1445 MAYHURST BOULEVARD            7.500          2,796.86         48
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    MCLEAN           VA   22101          1            03/20/96         00
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    1489163          369/728             F          295,000.00         ZZ
                                         360        294,796.99          1
    4851 SIERRA DRIVE                  7.875          2,138.95         64
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    1489164          E60/728             F          235,000.00         ZZ
                                         360        235,000.00          1
    200 INDIO DRIVE                    8.250          1,765.48         39
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1




    1489167          163/728             F          249,600.00         ZZ
                                         360        246,276.32          1
    18 RESERVOIR ROAD                  8.375          1,897.15         80
                                       8.125          1,897.15      312,000.00
    BETHEL           CT   06801          1            05/01/95         00
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    1489168          685/728             F          247,900.00         ZZ
                                         360        247,749.82          1
    25627 HAMPTON DRIVE                8.500          1,906.14         80
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    1489170          369/728             F          285,600.00         ZZ
                                         360        285,408.37          1
    21 WOODSIDE DRIVE                  8.000          2,095.63         80
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    1489175          893/728             F          272,000.00         ZZ
                                         360        272,000.00          1
    3251 WOODVIEW DRIVE                8.500          2,091.44         80
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    1489205          420/728             F          270,000.00         ZZ
                                         360        270,000.00          1
    880 RUTHERFORD CIRCLE              8.250          2,028.43         77
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    1489222          171/728             F          650,000.00         ZZ
                                         360        650,000.00          1
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    4205 BERESFORD WAY                 8.500          4,997.94         64
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1489237 232/232 F 166,250.00 ZZ

                                     360        166,143.98          1
14259 WEST VIRGINA DRIVE           8.250          1,248.99         70
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LAKEWOOD         CO   80228          1            03/20/96         00
11007726                             05           05/01/96          0
11007726                             O            04/01/26
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1489249 765/728 F 440,000.00 ZZ

                                     360        439,733.45          1
4207 CHESTNUT AVENUE               8.500          3,383.22         74
                                   8.250          3,383.22      600,000.00
LONG BEACH       CA   90807          2            03/18/96         00
0380397928                           05           05/01/96          0
313102                               O            04/01/26
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1489251 470/728 F 207,000.00 ZZ

                                     360        206,868.00          1
24404 ARCADIA STREET               8.250          1,555.13         64
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NEWHALL          CA   91321          1            03/19/96         00
0380423781                           05           05/01/96          0
23000339                             O            04/01/26
0

1489252 470/728 F 260,000.00 ZZ

                                     360        259,834.20          1
404 EAST 16TH STREET               8.250          1,953.30         80
                                   8.000          1,953.30      325,000.00
COSTA MESA       CA   92627          2            03/21/96         00
0380410069                           05           05/01/96          0
24150053                             O            04/01/26
0

1489253 470/728 F 315,000.00 ZZ

                                         360        314,788.64          1
    8824 SHOSHONE AVENUE               8.000          2,311.36         75
                                       7.750          2,311.36      420,000.00
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1


    23000263                             O            04/01/26
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1489254 830/728 F 302,750.00 ZZ

                                     360        302,546.86          1
3940 SOUTH HALE DRIVE              8.000          2,221.47         31
                                   7.750          2,221.47    1,000,000.00
SALT LAKE CITY   UT   84124          2            03/07/96         00
0380407065                           05           05/01/96          0
1783935                              O            04/01/26
0

1489255 267/267 F 218,500.00 ZZ

                                     360        218,349.63          1
2804 HERITAGE DRIVE                7.875          1,584.28         95
                                   7.625          1,584.28      230,000.00
PASADENA         CA   91107          1            02/28/96         10
4378714                              03           05/01/96         30
4378714                              O            04/01/26
0

1489257 267/267 F 244,000.00 ZZ

                                     360        243,832.08          1
1385 PARTRIDGE LANE                7.875          1,769.17         80
                                   7.625          1,769.17      305,000.00
GLENDORA         CA   91740          1            03/09/96         00
4381165                              05           05/01/96          0
4381165                              O            04/01/26
0

1489258 267/267 F 353,000.00 ZZ

                                     360        352,750.85          1
5401 MEADOWDALE LANE               7.750          2,528.94         80
                                   7.500          2,528.94      442,000.00
RANCHO PALOS VE  CA   90275          1            03/06/96         00
4400391                              05           05/01/96          0
4400391                              O            04/01/26
0

1489259 267/267 F 264,000.00 ZZ

                                     360        263,822.86          1
9200 ABOUDARA COURT                8.000          1,937.14         80
                                   7.750          1,937.14      330,000.00
BAKERSFIELD      CA   93311          1            03/06/96         00
4380517                              05           05/01/96          0
4380517                              O            04/01/26
0

1

1489261          171/728             F          220,500.00         ZZ
                                     360        220,359.39          1
53 CALLE SOL                       8.250          1,656.55         90
                                   8.000          1,656.55      245,000.00
SAN CLEMENTE     CA   92672          2            03/19/96         04
0380412479                           01           05/01/96         25
67091035                             O            04/01/26
0


1489263          171/728             F          211,500.00         ZZ
                                     360        211,368.53          1
1445 NORTHEAST REGATTA WAY         8.375          1,607.56         90
                                   8.125          1,607.56      235,000.00
LINCOLN CITY     OR   97367          1            03/05/96         10
0380406844                           05           05/01/96         25
37090692                             O            04/01/26
0

1489264 776/728 F 296,000.00 ZZ

                                     360        295,806.38          1
2160 RIDGEMONT DRIVE               8.125          2,197.79         75
                                   7.875          2,197.79      395,000.00
LOS ANGELES      CA   90046          2            03/21/96         00
0380418286                           05           05/01/96          0
2130276                              O            04/01/26
0

1489265 573/728 F 228,000.00 ZZ

                                     360        227,847.01          1
2174 HILLSLAKE DRIVE               8.000          1,672.99         95
                                   7.750          1,672.99      240,000.00
EL CAJON         CA   92020          1            03/22/96         10
0380415563                           03           05/01/96         30
103426                               O            04/01/26
0

1489266 731/728 F 247,500.00 ZZ

                                     360        247,342.18          1
25061 CALLE ARENAL                 8.250          1,859.38         90
                                   8.000          1,859.38      275,000.00
LAKE FOREST      CA   92630          1            03/22/96         11
0380403718                           03           05/01/96         25
411510483                            O            04/01/26
0

1489269 731/728 F 170,800.00 ZZ

                                         360        170,696.53          1
    2020 ROCKDALE AVENUE               8.500          1,313.30         80
                                       8.250          1,313.30      214,000.00
1


    SIMI VALLEY      CA   93063          1            03/25/96         00
    0380404070                           05           05/01/96          0
    411911496                            O            04/01/26
    0

1489344 163/728 F 300,000.00 ZZ

                                     360        299,625.76          1
16007 FONTAINE AVENUE              8.375          2,280.22         43
                                   8.125          2,280.22      709,000.00
AUSTIN           TX   78734          1            02/29/96         00
0380424987                           03           04/01/96          0
215154596                            O            03/01/26
0

1489379 736/728 F 275,000.00 ZZ

                                         360        274,820.11          1
    1453 SOUTH DURANGO AVENUE          8.125          2,041.87         74
                                       7.875          2,041.87      375,000.00
    LOS ANGELES      CA   90035          1            03/28/96         00
    0380403486                           05           05/01/96          0
    463854                               O            04/01/26
    0


    1489380          736/728             F          337,000.00         ZZ
                                         360        336,773.88          1
    338 BEIRUT AVENUE                  8.000          2,472.79         80
                                       7.750          2,472.79      425,000.00
    LOS ANGELES      CA   90272          2            03/23/96         00
    0380402843                           05           05/01/96          0
    463652                               O            04/01/26
    0


    1489383          670/728             F          263,000.00         ZZ
                                         360        262,819.00          1
    212 GWINHURST ROAD                 7.875          1,906.94         93
                                       7.625          1,906.94      285,000.00
    KNOXVILLE        TN   37922          1            03/13/96         19
    0380400466                           05           05/01/96         30
    784067                               O            04/01/26
    0


    1489384          670/728             F          261,250.00         ZZ
                                         360        261,070.20          1
    3222 E RED BUD LANE                7.875          1,894.25         95
                                       7.625          1,894.25      275,000.00
    SPRINGFIELD      MO   65804          1            03/06/96         10
    0380400474                           05           05/01/96         30
    1227374                              O            04/01/26
    0
1




    1489385          670/728             F          315,000.00         ZZ
                                         360        314,542.55          1
    1236 ROYAL STREET                  7.625          2,229.56         90
                                       7.375          2,229.56      350,000.00
    NEW ORLEANS      LA   70116          1            02/29/96         04
    0380400482                           05           04/01/96         25
    1332489                              O            03/01/26
    0


    1489386          670/728             F          296,250.00         ZZ
                                         360        296,065.86          1
    4842 WOODLAKE DRIVE                8.375          2,251.72         75
                                       8.125          2,251.72      395,000.00
    BATON ROUGE      LA   70817          1            03/15/96         00
    0380400490                           05           05/01/96          0
    1533275                              O            04/01/26
    0


    1489387          670/728             F           66,800.00         ZZ
                                         360         66,668.02          1
    108 RIDGE PLACE                    8.125            495.99         59
                                       7.875            495.99      115,000.00
    SEARCY           AR   72143          5            01/16/96         00
    0380400524                           05           03/01/96          0
    1598906                              O            02/01/26
    0


    1489388          670/728             F          100,000.00         ZZ
                                         360         99,792.18          1
    2460 RIVERGLENN CIRCLE             7.875            725.07         63
                                       7.625            725.07      160,000.00
    ATLANTA          GA   30338          1            01/05/96         00
    0380400532                           05           03/01/96          0
    1627631                              O            02/01/26
    0

1489390 670/728 F 235,000.00 ZZ

                                         360        234,650.11          1
    2520 DORTMUND PLACE                7.500          1,643.15         75
                                       7.250          1,643.15      315,000.00
    ALPINE           CA   91901          5            02/20/96         00
    0380400557                           05           04/01/96          0
    1669547                              O            03/01/26
    0


    1489391          670/728             F          203,150.00         ZZ
                                         360        202,862.31          1
1


    2286 GOLDEN GATE AVENUE            7.750          1,455.39         61
                                       7.500          1,455.39      335,000.00
    SUMMERLAND       CA   93067          2            02/07/96         00
    0380400565                           05           04/01/96          0
    1670251                              O            03/01/26
    0


    1489392          670/728             F          464,000.00         ZZ
                                         360        463,309.13          1
    1147 6TH STREET                    7.500          3,244.36         80
                                       7.250          3,244.36      580,000.00
    MANHATTAN BEACH  CA   90266          1            02/16/96         00
    0380400573                           05           04/01/96          0
    1670303                              O            03/01/26
    0


    1489393          670/728             F          396,000.00         ZZ
                                         360        395,410.38          1
    2030 RADCLIFFE AVENUE              7.500          2,768.89         80
                                       7.250          2,768.89      495,000.00
    CHARLOTTE        NC   28207          1            02/20/96         00
    0380400581                           05           04/01/96          0
    1684179                              O            03/01/26
    0


    1489394          670/728             F          384,000.00         ZZ
                                         360        383,722.07          1
    20920 BROOKSIDE                    7.625          2,717.93         80
                                       7.375          2,717.93      480,000.00
    OLYMPIA FIELDS   IL   60461          2            03/13/96         00
    0380400615                           05           05/01/96          0
    3643841                              O            04/01/26
    0


    1489395          670/728             F          280,000.00         ZZ
                                         360        279,821.45          1
    1315 HAWKINS COURT                 8.250          2,103.55         80
                                       8.000          2,103.55      350,000.00
    ST. CHARLES      IL   60174          1            03/15/96         00
    0380400623                           05           05/01/96          0
    12476030                             O            04/01/26
    0


    1489396          670/728             F          220,000.00         ZZ
                                         360        219,848.59          1
    1079 PARKVIEW CIRCLE               7.875          1,595.16         75
                                       7.625          1,595.16      294,000.00
    CAROL STREAM     IL   60188          5            03/11/96         00
    0380400631                           05           05/01/96          0
1


    12478296                             O            04/01/26
    0

1489397 670/728 F 243,000.00 ZZ

                                     360        242,836.95          1
1919 CENTRAL AVENUE                8.000          1,783.05         90
                                   7.750          1,783.05      270,000.00
WILMETTE         IL   60091          1            03/08/96         21
0380400656                           05           05/01/96         25
12480215                             O            04/01/26
0

1489398 670/728 F 273,750.00 ZZ

                                     360        273,551.86          1
10513 CHEVIOT DRIVE                7.625          1,937.59         75
                                   7.375          1,937.59      365,000.00
LOS ANGELES      CA   90064          1            03/05/96         00
0380400664                           05           05/01/96          0
12570591                             O            04/01/26
0

1489400 670/728 F 600,000.00 ZZ

                                     360        599,565.73          1
1706 PACIFIC AVENUE                7.625          4,246.77         68
                                   7.375          4,246.77      886,598.00
MANHATTAN BEACH  CA   90266          1            03/07/96         00
0380400698                           05           05/01/96          0
12574279                             O            04/01/26
0

1489402 670/728 F 271,200.00 ZZ

                                     360        270,998.73          1
2710 RINCONIA PLACE                7.500          1,896.27         80
                                   7.250          1,896.27      339,000.00
LOS ANGELES      CA   90068          1            03/11/96         00
0380400714                           05           05/01/96          0
12578720                             O            04/01/26
0

1489403 670/728 F 213,100.00 ZZ

                                     360        212,945.76          1
1172 EAST 140 NORTH                7.625          1,508.31         63
                                   7.375          1,508.31      340,000.00
OREM             UT   84057          2            03/13/96         00
0380400730                           05           05/01/96          0
13090186                             O            04/01/26
0

1

1489404 670/728 F 395,100.00 ZZ

                                     360        394,526.26          1
10380 ILONA AVENUE                 7.625          2,796.49         90
                                   7.375          2,796.49      439,000.00
LOS ANGELES      CA   90064          1            02/21/96         10
0380400748                           05           04/01/96         25
13116401                             O            03/01/26
0

1489405 670/728 F 232,750.00 ZZ

                                     360        232,403.44          1
11311 KENCREST DRIVE               7.500          1,627.43         95
                                   7.250          1,627.43      245,000.00
MITCHELLVILLE    MD   20721          1            02/26/96         04
0380400755                           05           04/01/96         30
13121936                             O            03/01/26
0

1489406 670/728 F 267,000.00 ZZ

                                     360        266,791.72          1
57 SHERMAN BRIDGE ROAD             7.250          1,821.41         80
                                   7.000          1,821.41      334,000.00
WAYLAND          MA   01778          1            03/04/96         00
0380400771                           05           05/01/96          0
13129970                             O            04/01/26
0

1489407 670/728 F 230,000.00 ZZ

                                     360        229,824.99          1
1817 ROCK SPRING STREET            7.375          1,588.55         80
                                   7.125          1,588.55      288,225.00
THOUSAND OAKS    CA   91320          1            03/04/96         00
0380400789                           09           05/01/96          0
13133195                             O            04/01/26
0

1489408 670/728 F 174,950.00 ZZ

                                     360        174,826.52          1
6412 EAST CLAIRE DRIVE             7.750          1,253.37         72
                                   7.500          1,253.37      243,993.00
SCOTTSDALE       AZ   85254          1            03/11/96         00
0380400797                           09           05/01/96          0
30353220                             O            04/01/26
0

1489409 670/728 F 109,950.00 ZZ

                                         360        109,794.28          1
    2081 S. DOUBLE TREE LANE           7.750            787.70         75
                                       7.500            787.70      146,621.00
1


    TUCSON           AZ   85713          1            02/23/96         00
    0380400805                           09           04/01/96          0
    34008993                             O            03/01/26
    0

1489410 670/728 F 458,500.00 ZZ

                                     360        457,928.05          1
5025 COLLINS AVE #1909             8.375          3,484.93         70
                                   8.125          3,484.93      655,000.00
MIAMI BEACH      FL   33170          1            02/16/96         00
0380400813                           06           04/01/96          0
34043861                             O            03/01/26
0


1489412          670/728             F          245,000.00         ZZ
                                     360        244,635.20          1
430 VIA ROMA                       7.500          1,713.08         63
                                   7.250          1,713.08      395,000.00
SANTA BARBARA    CA   93110          5            02/16/96         00
0380400847                           05           04/01/96          0
34092455                             O            03/01/26
0


1489413          670/728             F          306,500.00         ZZ
                                     360        306,097.64          1
10484 EAST QUARTZ ROCK RD          8.125          2,275.76         72
                                   7.875          2,275.76      426,184.00
SCOTTSDALE       AZ   85255          2            02/23/96         00
0380400854                           03           04/01/96          0
34095837                             O            03/01/26
0

1489414 670/728 F 298,000.00 ZZ

                                     360        297,608.80          1
1817 WINCANTON DRIVE               8.125          2,212.65         73
                                   7.875          2,212.65      410,000.00
LAS VEGAS        NV   89134          2            02/23/96         00
0380400862                           03           04/01/96          0
34102914                             O            03/01/26
0

1489415 670/728 F 65,000.00 ZZ

                                         360         64,910.23          1
    713 NARREGAN STREET                7.875            471.30         79
                                       7.625            471.30       83,000.00
    MEDFORD          OR   97501          2            02/26/96         00
    0380400870                           05           04/01/96          0
    34111646                             O            03/01/26
    0
1

1489416 670/728 F 465,000.00 ZZ

                                         360        464,324.76          1
    6767 GUADALUPE TRAIL NW            7.625          3,291.24         61
                                       7.375          3,291.24      765,000.00
    ALBUQUERQUE      NM   87107          1            02/21/96         00
    0380400888                           05           04/01/96          0
    34123806                             O            03/01/26
    0


    1489417          670/728             F          192,750.00         ZZ
                                         360        192,606.95          1
    21681 IMPALA LANE                  7.500          1,347.74         75
                                       7.250          1,347.74      257,000.00
    HUNTINGTON BEAC  CA   92646          2            02/26/96         00
    0380400896                           05           05/01/96          0
    34125141                             O            04/01/26
    0


    1489418          670/728             F           98,000.00         ZZ
                                         360         97,861.21          1
    129 OAK STREET                     7.750            702.09         64
                                       7.500            702.09      155,000.00
    NORTON           MA   02766          2            02/29/96         00
    0380400912                           05           04/01/96          0
    34126759                             O            03/01/26
    0


    1489419          670/728             F          498,500.00         ZZ
                                         360        497,776.11          1
    1209 ARCHLEY DRIVE                 7.625          3,528.35         80
                                       7.375          3,528.35      630,000.00
    HOUSTON          TX   77055          2            02/26/96         00
    0380400938                           05           04/01/96          0
    34129537                             O            03/01/26
    0


    1489420          670/728             F          331,000.00         ZZ
                                         360        330,542.92          1
    21767 PLANEWOOD DRIVE              7.875          2,399.98         80
                                       7.625          2,399.98      415,000.00
    WOODLAND HILLS   CA   91364          2            02/15/96         00
    0380400920                           05           04/01/96          0
    34139524                             O            03/01/26
    0


    1489421          670/728             F          648,000.00         ZZ
                                         360        647,082.35          1
1

88 HILLBROOK DRIVE 7.750 4,642.35 80

                                   7.500          4,642.35      815,000.00
PORTOLA VALLEY   CA   94028          1            02/14/96         00
0380400946                           05           04/01/96          0
34149163                             O            03/01/26
0

1489422 670/728 F 252,000.00 ZZ

                                     360        251,826.57          1
8074 E LARIAT LANE                 7.875          1,827.18         80
                                   7.625          1,827.18      315,000.00
SCOTTSDALE       AZ   85255          1            03/05/96         00
0380400953                           03           05/01/96          0
34151800                             O            04/01/26
0

1489423 670/728 F 230,000.00 T

                                     360        229,837.67          1
430 THOMPSON LANE                  7.750          1,647.75         67
                                   7.500          1,647.75      348,000.00
COPPEROPOLIS     CA   95228          2            03/05/96         00
0380400979                           03           05/01/96          0
34153837                             O            04/01/26
0


1489426          670/728             F          600,000.00         ZZ
                                     360        599,565.74          1
220 16TH STREET                    7.625          4,246.76         75
                                   7.375          4,246.76      800,000.00
SANTA MONICA     CA   90402          5            03/05/96         00
0380400995                           05           05/01/96          0
34160639                             O            04/01/26
0


1489427          670/728             F          424,000.00         ZZ
                                     360        423,399.55          1
22000 NORTH 97TH STREET            7.750          3,037.59         80
                                   7.500          3,037.59      530,000.00
SCOTTSDALE       AZ   85255          1            02/21/96         00
0380401019                           09           04/01/96          0
34169792                             O            03/01/26
0

1489428 670/728 F 220,000.00 ZZ

                                         360        219,836.72          1
    428 KNOLL STREET NW                7.500          1,538.28         80
                                       7.250          1,538.28      275,000.00
    VIENNA           VA   22180          2            03/08/96         00
    0380401027                           05           05/01/96          0
1


    34180893                             O            04/01/26
    0


    1489429          670/728             F          262,500.00         ZZ
                                         360        262,314.72          1
    15500 DEER RUN RD                  7.750          1,880.59         75
                                       7.500          1,880.59      350,000.00
    LOUISVILLE       KY   40299          5            03/06/96         00
    0380401035                           05           05/01/96          0
    34181989                             O            04/01/26
    0


    1489430          670/728             F          391,000.00         ZZ
                                         360        390,388.12          1
    7093 BROADWAY TERRACE              7.250          2,667.31         80
                                       7.000          2,667.31      490,000.00
    OAKLAND          CA   94611          2            02/24/96         00
    0380401043                           05           04/01/96          0
    34186115                             O            03/01/26
    0


    1489431          670/728             F          572,000.00         ZZ
                                         360        571,586.00          1
    18330 CRYSTAL DRIVE                7.625          4,048.58         80
                                       7.375          4,048.58      715,000.00
    MORGAN HILL      CA   95037          1            03/01/96         00
    0380401050                           05           05/01/96          0
    34190244                             O            04/01/26
    0


    1489432          670/728             F          124,500.00         ZZ
                                         360        124,323.67          1
    1460 FARRAND DRIVE                 7.750            891.94         60
                                       7.500            891.94      210,000.00
    FALLBROOK        CA   92028          2            02/22/96         00
    0380401068                           05           04/01/96          0
    34192794                             O            03/01/26
    0


    1489433          670/728             F          213,600.00         ZZ
                                         360        213,289.82          1
    7346 ELMWOOD CIRCLE                7.625          1,511.85         80
                                       7.375          1,511.85      267,000.00
    PLEASANTON       CA   94588          1            02/24/96         00
    0380401076                           05           04/01/96          0
    34193537                             O            03/01/26
    0


1


    1489434          670/728             F          348,000.00         ZZ
                                         360        347,468.77          1
    14560 CAMINITO SARAGOSSA           7.375          2,403.55         80
                                       7.125          2,403.55      435,000.00
    SAN DIEGO        CA   92067          1            02/22/96         00
    0380401092                           01           04/01/96          0
    34193898                             O            03/01/26
    0

1489436 670/728 F 358,450.00 ZZ

                                         360        357,929.47          1
    10008 ROBIN OAKS DRIVE             7.625          2,537.09         72
                                       7.375          2,537.09      500,000.00
    LAS VEGAS        NV   89117          5            02/23/96         00
    0380401100                           09           04/01/96          0
    34195769                             O            03/01/26
    0


    1489437          670/728             F          296,000.00         ZZ
                                         360        295,785.76          1
    4422 SW DAWSON ST                  7.625          2,095.07         80
                                       7.375          2,095.07      370,000.00
    SEATTLE          WA   98136          5            03/01/96         00
    0380401126                           05           05/01/96          0
    34196439                             O            04/01/26
    0


    1489438          670/728             F          337,500.00         ZZ
                                         360        337,279.23          1
    124 FREEMAN PARKWAY                8.125          2,505.93         75
                                       7.875          2,505.93      450,000.00
    PROVIDENCE       RI   02906          2            03/04/96         00
    0380401134                           05           05/01/96          0
    34197052                             O            04/01/26
    0


    1489439          670/728             F          234,500.00         ZZ
                                         360        234,184.25          1
    8014 TRADERS HOLLOW LANE           8.000          1,720.68         64
                                       7.750          1,720.68      370,000.00
    INDIANAPOLIS     IN   46278          2            02/22/96         00
    0380401159                           03           04/01/96          0
    34198695                             O            03/01/26
    0


    1489441          670/728             F          384,000.00         ZZ
                                         360        383,692.92          1
    37 CRYSTAL STREET                  7.125          2,587.08         75
                                       6.875          2,587.08      512,000.00
1


    NEWTON           MA   02159          5            03/11/96         00
    0380401167                           05           05/01/96          0
    34207261                             O            04/01/26
    0


    1489442          670/728             F          272,000.00         ZZ
                                         360        271,595.00          1
    3251 BRADBURY ROAD                 7.500          1,901.87         80
                                       7.250          1,901.87      340,000.00
    LOS ALAMITOS     CA   90720          2            02/27/96         00
    0380401175                           05           04/01/96          0
    34207775                             O            03/01/26
    0


    1489443          670/728             F          261,100.00         ZZ
                                         360        260,911.02          1
    226 SHASTA DRIVE                   7.625          1,848.05         89
                                       7.375          1,848.05      295,000.00
    LAKE ARROWHEAD   CA   92352          2            03/06/96         21
    0380401191                           05           05/01/96         25
    34207864                             O            04/01/26
    0


    1489444          670/728             F          113,400.00         ZZ
                                         360        113,247.31          1
    2735 MARIETTA AVENUE               8.000            832.09         66
                                       7.750            832.09      174,000.00
    LANCASTER        PA   17601          1            02/28/96         00
    0380401209                           05           04/01/96          0
    34208429                             O            03/01/26
    0


    1489445          670/728             F          315,250.00         ZZ
                                         240        314,107.78          1
    32175 SOUTH ST VRAIN DRIVE         7.500          2,539.64         53
                                       7.250          2,539.64      600,000.00
    LYONS            CO   80540          2            02/29/96         00
    0380401217                           05           04/01/96          0
    34208691                             O            03/01/16
    0

1489446 670/728 F 128,000.00 ZZ

                                         360        127,818.73          1
    2 GILBERT TRAIL NE                 7.750            917.01         80
                                       7.500            917.01      160,000.00
    ATLANTA          GA   30308          5            03/01/96         00
    0380401241                           01           04/01/96          0
    34210156                             O            03/01/26
    0
1

1489447 670/728 F 273,000.00 ZZ

                                     360        272,613.39          1
1820 SHADYWOOD ROAD                7.750          1,955.81         70
                                   7.500          1,955.81      395,000.00
WAYZATA          MN   55391          2            02/26/96         00
0380401258                           05           04/01/96          0
34211594                             O            03/01/26
0

1489448 670/728 F 53,625.00 ZZ

                                     360         53,558.11          1
3410 WEST SOUTH STREET             8.375            407.59         75
                                   8.125            407.59       71,500.00
RAPID CITY       SD   57702          1            02/28/96         00
0380401266                           05           04/01/96          0
34213121                             O            03/01/26
0


1489449          670/728             F          263,500.00         ZZ
                                     360        263,309.28          1
4545 N BROADWAY                    7.625          1,865.04         79
                                   7.375          1,865.04      335,000.00
INDIANAPOLIS     IN   46205          2            03/11/96         00
0380401282                           05           05/01/96          0
34214569                             O            04/01/26
0


1489450          670/728             F          308,000.00         ZZ
                                     360        307,574.67          1
4606 SUNNY SIDE ROAD               7.875          2,233.22         66
                                   7.625          2,233.22      469,000.00
EDINA            MN   55424          2            02/29/96         00
0380401290                           05           04/01/96          0
34215956                             O            03/01/26
0

1489452 670/728 F 236,000.00 ZZ

                                         360        235,833.43          1
    5319 DAWN OAK LANE                 7.750          1,690.74         80
                                       7.500          1,690.74      295,000.00
    FAIR OAKS        CA   95628          1            03/05/96         00
    0380401316                           03           05/01/96          0
    34216723                             O            04/01/26
    0


    1489453          670/728             F          217,000.00         ZZ
                                         360        216,842.93          1
1


    2209 SUNNYSIDE RIDGE ROAD          7.625          1,535.92         53
                                       7.375          1,535.92      415,000.00
    RANCHO PALOS VE  CA   90275          2            03/06/96         00
    0380401324                           05           05/01/96          0
    34217002                             O            04/01/26
    0

1489454 670/728 F 357,000.00 ZZ

                                     360        356,748.02          1
5711 WHITECLIFF DRIVE              7.750          2,557.60         80
                                   7.500          2,557.60      446,250.00
RANCHO PALOS VE  CA   90275          1            02/27/96         00
0380401332                           05           05/01/96          0
34217045                             O            04/01/26
0

1489455 670/728 F 425,000.00 ZZ

                                     360        424,707.51          1
620 BLACK ROCK ROAD                7.875          3,081.55         63
                                   7.625          3,081.55      675,000.00
BRYN MAWR        PA   19010          5            03/05/96         00
0380401340                           05           05/01/96          0
34218432                             O            04/01/26
0

1489456 670/728 F 337,000.00 T

                                         360        336,756.08          1
    1109 HIDDEN BEACH ROAD             7.625          2,385.27         72
                                       7.375          2,385.27      470,000.00
    LAKE ALMANOR     CA   96137          2            03/04/96         00
    0380401357                           03           05/01/96          0
    34220437                             O            04/01/26
    0


    1489457          670/728             F          139,000.00         ZZ
                                         360        138,904.34          1
    161 ISLAND STREET                  7.875          1,007.85         56
                                       7.625          1,007.85      249,000.00
    MORRO BAY        CA   93442          2            03/04/96         00
    0380401365                           05           05/01/96          0
    34220828                             O            04/01/26
    0


    1489458          670/728             F          248,750.00         ZZ
                                         360        248,574.43          1
    402 20TH AVE                       7.750          1,782.08         80
                                       7.500          1,782.08      310,950.00
    KIRKLAND         WA   98033          1            03/07/96         00
    0380401373                           05           05/01/96          0
1


    34224971                             O            04/01/26
    0


    1489459          670/728             F           97,500.00         ZZ
                                         360         97,432.89          1
    17717 LONG POINT DRIVE             7.875            706.95         65
                                       7.625            706.95      150,000.00
    REDDINGTON SHOR  FL   33708          5            03/05/96         00
    0380401381                           05           05/01/96          0
    34227016                             O            04/01/26
    0


    1489460          670/728             F           66,900.00         ZZ
                                         360         66,809.92          1
    619 N REMBRANDT                    8.000            490.89         65
                                       7.750            490.89      103,000.00
    ROYAL OAK        MI   48067          5            02/26/96         00
    0380401399                           05           04/01/96          0
    34231293                             O            03/01/26
    0


    1489462          670/728             F          123,200.00         ZZ
                                         360        123,115.21          1
    3204 NE 2ND COURT                  7.875            893.29         80
                                       7.625            893.29      154,000.00
    HILLSBORO        OR   97124          5            03/06/96         00
    0380401407                           03           05/01/96          0
    34239251                             O            04/01/26
    0


    1489463          670/728             F           71,300.00         ZZ
                                         360         71,252.15          1
    1525 29TH STREET NORTH             8.000            523.18         73
                                       7.750            523.18       98,000.00
    ST PETERSBURG    FL   33713          1            03/15/96         00
    0380401415                           05           05/01/96          0
    34251707                             O            04/01/26
    0

1489464 670/728 F 486,950.00 ZZ

                                     360        486,597.56          1
3808 HILTON HEAD WAY               7.625          3,446.60         80
                                   7.375          3,446.60      608,706.00
LOS ANGELES      CA   91356          1            03/08/96         00
0380401423                           09           05/01/96          0
34260315                             O            04/01/26
0

1

    1489473          670/728             F          263,500.00         ZZ
                                         300        263,228.50          1
    12 EAST LANE                       8.125          2,055.61         24
                                       7.875          2,055.61    1,100,000.00
    SHORT HILLS      NJ   07078          2            03/15/96         00
    0380398538                           05           05/01/96          0
    62618                                O            04/01/21
    0


    1489474          670/074             F          553,470.00         ZZ
                                         360        551,979.37          1
    3000 VIA VICTORIA                  7.625          3,917.43         80
                                       7.375          3,917.43      700,000.00
    PALOS VERDES ES  CA   90274          2            02/16/96         00
    2959640                              05           04/01/96          0
    2959640                              O            03/01/26
    0


    1489476          670/074             F          524,000.00         ZZ
                                         360        523,233.70          1
    7 SILVER PINE DRIVE                7.590          3,696.24         80
                                       7.340          3,696.24      655,000.00
    NEWPORT BEACH    CA   92657          1            02/23/96         00
    11398591                             01           04/01/96          0
    11398591                             O            03/01/26
    0


    1489477          670/074             F          645,600.00         T
                                         360        644,708.48          1
    65 S BEACH ROAD                    7.875          4,681.05         60
                                       7.625          4,681.05    1,076,000.00
    HOBE SOUND       FL   33455          1            03/01/96         00
    12459976                             05           04/01/96          0
    12459976                             O            03/01/26
    0


    1489480          670/074             F          261,000.00         ZZ
                                         360        260,817.34          1
    72 TIMOTHY DRIVE                   7.792          1,877.42         52
                                       7.542          1,877.42      502,000.00
    IVYLAND          PA   18974          2            03/08/96         00
    12460478                             05           05/01/96          0
    12460478                             O            04/01/26
    0


    1489481          670/074             F          400,000.00         ZZ
                                         360        399,724.72          1
    8001 CLIFTON HUNT COURT            7.875          2,900.28         80
                                       7.625          2,900.28      500,000.00
1


    CLIFTON          VA   22024          1            03/08/96         00
    12460508                             03           05/01/96          0
    12460508                             O            04/01/26
    0

1489483 670/728 F 215,000.00 T

                                     360        214,848.25          1
72 BAYVIEW WALK CHERRY GROVE       7.750          1,540.29         75
FIRE ISLAND                        7.500          1,540.29      287,500.00
TOWN OF BROOKHA  NY   11782          1            03/20/96         00
0380398546                           05           05/01/96          0
12519090                             O            04/01/26
0

1489484 670/728 F 255,000.00 ZZ

                                         360        254,610.75          1
    222 RIVERSIDE DRIVE UNIT 4B        7.375          1,761.22         46
                                       7.125          1,761.22      555,000.00
    NEW YORK         NY   10025          1            02/13/96         00
    0380398553                           06           04/01/96          0
    13121197                             O            03/01/26
    0


    1489485          670/074             F          360,000.00         ZZ
                                         360        358,974.05          1
    3 MUIR LANE                        6.750          2,334.95         60
                                       6.500          2,334.95      610,000.00
    AUSTIN           TX   78746          1            02/27/96         00
    14091887                             05           04/01/96          0
    14091887                             O            03/01/26
    0


    1489486          670/074             F          367,251.00         ZZ
                                         360        366,976.80          1
    2421 JARRATT AVENUE                7.470          2,560.34         74
                                       7.220          2,560.34      500,000.00
    AUSTIN           TX   78703          2            02/27/96         00
    14091992                             05           05/01/96          0
    14091992                             O            04/01/26
    0


    1489487          670/074             F          500,000.00         ZZ
                                         360        499,639.92          1
    528 N PALM DRIVE                   7.650          3,547.58         34
                                       7.400          3,547.58    1,475,000.00
    BEVERLY HILLS    CA   90210          2            03/01/96         00
    14092123                             05           05/01/96          0
    14092123                             O            04/01/26
    0
1

1489489 670/074 F 415,000.00 ZZ

                                     360        414,684.21          1
17 SAINT LAURENT PLACE             7.375          2,866.31         75
                                   7.125          2,866.31      555,000.00
DALLAS           TX   75225          2            03/05/96         00
14092298                             03           05/01/96          0
14092298                             O            04/01/26
0

1489490 670/074 F 625,000.00 ZZ

                                         360        624,563.30          1
    4827 BONVUE AVENUE                 7.800          4,499.20         68
                                       7.550          4,499.20      920,000.00
    LOS ANGELES      CA   90027          1            02/29/96         00
    14092379                             05           05/01/96          0
    14092379                             O            04/01/26
    0


    1489491          670/074             F          349,500.00         ZZ
                                         360        349,247.04          1
    5 PADDOCK COURT                    7.625          2,473.74         80
                                       7.375          2,473.74      437,052.00
    BRANCHBURG       NJ   08876          1            03/07/96         00
    30192382                             05           05/01/96          0
    30192382                             O            04/01/26
    0


    1489492          670/074             F          330,400.00         ZZ
                                         360        330,189.31          3
    147 STATE STREET #1&2              8.250          2,482.19         70
                                       8.000          2,482.19      472,000.00
    BROOKLYN         NY   11201          1            03/05/96         00
    34085653                             13           05/01/96          0
    34085653                             O            04/01/26
    0


    1489493          670/074             F          155,250.00         ZZ
                                         360        155,150.99          1
    317 ROUTE 375                      8.250          1,166.35         75
    TOWN OF HURLEY                     8.000          1,166.35      207,000.00
    WEST HURLEY      NY   12491          5            03/07/96         00
    34140344                             05           05/01/96          0
    34140344                             O            04/01/26
    0


    1489494          670/728             F           67,000.00         ZZ
                                         360         66,956.17          1
1


    12 STEVEN PLACE                    8.125            497.48         54
                                       7.875            497.48      126,000.00
    JACKSON          NJ   08527          5            03/05/96         00
    0380401886                           05           05/01/96          0
    34156119                             O            04/01/26
    0


    1489497          736/728             F          158,500.00         ZZ
                                         360        158,393.65          1
    13880 OLIVEWOOD AVENUE             8.000          1,163.02         70
                                       7.750          1,163.02      228,500.00
    CHINO            CA   91710          1            03/22/96         00
    0380402504                           05           05/01/96          0
    463740                               O            04/01/26
    0


    1489498          736/728             F          340,000.00         ZZ
                                         360        339,788.67          1
    1465 VIA VALENTE                   8.375          2,584.25         80
                                       8.125          2,584.25      426,000.00
    ESCONDIDO        CA   92029          1            03/29/96         00
    0380402413                           05           05/01/96          0
    471700                               O            04/01/26
    0


    1489500          736/728             F          240,000.00         ZZ
                                         360        239,838.97          1
    1747 25TH AVENUE                   8.000          1,761.03         73
                                       7.750          1,761.03      330,000.00
    SAN FRANCISCO    CA   94122          2            03/26/96         00
    0380402447                           05           05/01/96          0
    465818                               O            04/01/26
    0


    1489530          369/728             F          283,500.00         ZZ
                                         360        283,319.21          1
    4016 OAKMEADOW DRIVE               8.250          2,129.85         90
                                       8.000          2,129.85      315,000.00
    PLANO            TX   75093          1            03/15/96         04
    0380406307                           05           05/01/96         25
    49591241                             O            04/01/26
    0


    1489564          E85/728             F          228,000.00         ZZ
                                         360        228,000.00          1
    534 FILBERT STREET                 8.125          1,692.89         80
                                       7.875          1,692.89      285,000.00
    SAN FRANCISCO    CA   94133          1            04/08/96         00
    0380411745                           01           06/01/96          0
1


    9600021                              O            05/01/26
    0


    1489578          A50/A50             F          228,000.00         ZZ
                                         360        227,843.09          1
    308 STATHAMS WAY                   7.875          1,653.16         80
                                       7.625          1,653.16      285,000.00
    WARNER ROBINS    GA   31088          2            03/27/96         00
    14322                                05           05/01/96          0
    14322                                O            04/01/26
    0


    1489582          A50/A50             F          265,000.00         ZZ
                                         360        264,803.33          1
    106 HAMPTON COURT                  7.500          1,852.92         80
                                       7.250          1,852.92      332,500.00
    THOMASVILLE      GA   31792          2            03/27/96         00
    13214                                03           05/01/96          0
    13214                                O            04/01/26
    0


    1489609          776/728             F          196,000.00         ZZ
                                         360        195,878.18          1
    3134 BIG SKY DRIVE                 8.375          1,489.74         80
                                       8.125          1,489.74      245,000.00
    THOUSAND OAKS    CA   91360          1            03/20/96         00
    0380413220                           05           05/01/96          0
    2128920                              O            04/01/26
    0


    1489613          881/728             F          126,750.00         ZZ
                                         360        126,673.21          1
    7524 JENNITE DRIVE                 8.500            974.60         75
                                       8.250            974.60      169,900.00
    SAN DIEGO        CA   92119          1            03/21/96         00
    0380406968                           05           05/01/96          0
    103189                               O            04/01/26
    0


    1489616          881/728             F          280,000.00         ZZ
                                         360        279,821.45          1
    12265 LOUISE AVENUE                8.250          2,103.55         78
                                       8.000          2,103.55      361,000.00
    LOS ANGELES      CA   91344          2            03/25/96         00
    0380404757                           05           05/01/96          0
    103409                               O            04/01/26
    0


1


    1489621          822/728             F          100,000.00         ZZ
                                         360         99,939.41          1
    2 BIRCH HILL DRIVE                 8.500            768.92         31
                                       8.250            768.92      328,000.00
    CHATHAM          NJ   07928          1            03/21/96         00
    0380402389                           05           05/01/96          0
    3516005319                           O            04/01/26
    0


    1489622          776/728             F          182,000.00         ZZ
                                         360        181,889.75          1
    515 FIRECREST COURT                8.500          1,399.42         80
    NEWBURY PARK AREA                  8.250          1,399.42      227,500.00
    THOUSAND OAKS    CA   91320          1            03/25/96         00
    0380411158                           05           05/01/96          0
    2130813                              O            04/01/26
    0


    1489625          685/728             F          376,000.00         ZZ
                                         360        375,760.24          1
    4946 PARKGLEN AVENUE               8.250          2,824.76         79
                                       8.000          2,824.76      480,000.00
    LOS ANGELES      CA   90043          2            03/26/96         00
    0380404641                           05           05/01/96          0
    103689                               O            04/01/26
    0


    1489653          731/728             F          196,000.00         ZZ
                                         360        195,868.49          1
    2767 DEER ISLE DRIVE               8.000          1,438.18         75
                                       7.750          1,438.18      261,500.00
    SAN JOSE         CA   95120          1            03/26/96         00
    0380405200                           05           05/01/96          0
    110451738                            O            04/01/26
    0


    1489655          744/728             F          248,800.00         ZZ
                                         360        248,653.11          1
    20 MARSEILLE COURT                 8.625          1,935.14         80
                                       8.375          1,935.14      311,000.00
    DANVILLE         CA   94526          2            03/21/96         00
    0380407545                           03           05/01/96          0
    76645                                O            04/01/26
    0

    1489656          744/728             F          208,000.00         ZZ
                                         360        207,860.44          1
    472 PACIFIC OAKS ROAD              8.000          1,526.23         80
                                       7.750          1,526.23      260,000.00
1


    GOLETA           CA   93117          1            03/26/96         00
    0380423674                           05           05/01/96          0
    76776                                O            04/01/26
    0


    1489657          956/728             F          195,200.00         ZZ
                                         360        195,078.67          1
    21507 BETTY ANN COURT              8.375          1,483.66         80
                                       8.125          1,483.66      244,000.00
    LOS GATOS        CA   95030          1            03/18/96         00
    0380405416                           03           05/01/96          0
    602531                               O            04/01/26
    0


    1489658          731/728             F          273,750.00         ZZ
                                         360        273,588.38          1
    2023 VOLZ LANE                     8.625          2,129.20         75
                                       8.375          2,129.20      365,000.00
    PLACERVILLE      CA   95667          2            03/22/96         00
    0380423716                           05           05/01/96          0
    110540625                            O            04/01/26
    0


    1489684          976/728             F          108,097.33         ZZ
                                         323        107,833.69          1
    5255 TERESA COURT                  8.500            852.95         78
                                       8.250            852.95      140,000.00
    OAKLEY           CA   94561          2            12/06/95         00
    0380407198                           05           03/01/96          0
    933755                               O            01/01/23
    0


    1489686          814/728             F          237,800.00         ZZ
                                         360        237,644.44          1
    1706 MARION AVENUE                 8.125          1,765.66         79
                                       7.875          1,765.66      303,000.00
    NOVATO           CA   94945          2            03/25/96         00
    0380413782                           05           05/01/96          0
    809603078                            O            04/01/26
    0


    1489709          317/728             F          166,250.00         ZZ
                                         360        166,151.84          1
    7309 15TH PLACE                    8.625          1,293.08         95
                                       8.375          1,293.08      175,000.00
    TAKOMA PARK      MD   20912          2            03/07/96         01
    0380402538                           05           05/01/96         30
    232929                               O            04/01/26
    0
1

1489724 A13/728 F 250,000.00 ZZ

                                     360        249,840.58          1
45 STONEWALL DRIVE                 8.250          1,878.17         59
                                   8.000          1,878.17      430,000.00
LIVINGSTON       NJ   07039          2            03/12/96         00
0380407180                           05           05/01/96          0
960013372                            O            04/01/26
0


1489729          561/728             F          291,450.00         ZZ
                                     360        291,244.29          1
200 KIRKBRAE ROAD                  7.750          2,087.99         90
                                   7.500          2,087.99      323,868.00
KENNETT SQUARE   PA   19348          1            03/20/96         14
0380408329                           03           05/01/96         25
8627838                              O            04/01/26
0


1489747          E87/728             F          296,100.00         ZZ
                                     360        295,901.32          1
1022 NORTH DANA FOOTHILL ROAD      8.000          2,172.68         75
                                   7.750          2,172.68      395,000.00
NIPOMO           CA   93444          4            03/12/96         00
0380407958                           05           05/01/96          0
137507                               O            04/01/26
0

1489759 232/232 F 180,000.00 ZZ

                                     360        179,888.11          1
15930 PROMONTORY ROAD              8.375          1,368.14         55
                                   8.125          1,368.14      330,000.00
CHINO HILLS      CA   91709          1            03/19/96         00
12966931                             03           05/01/96          0
12966931                             O            04/01/26
0

1489763 731/728 F 122,400.00 ZZ

                                         360        122,325.85          1
    17637 SOUTH AUSTIN ROAD            8.500            941.15         80
                                       8.250            941.15      153,000.00
    MANTECA          CA   95336          1            03/25/96         00
    0380421702                           05           05/01/96          0
    110540504                            O            04/01/26
    0


    1489770          461/728             F           54,000.00         ZZ
                                         360         53,965.56          1
1


    3038 CAGLE STREET                  8.250            405.69         41
                                       8.000            405.69      134,000.00
    NATIONAL CITY    CA   91950          2            03/21/96         00
    0380409467                           05           05/01/96          0
    9020997664                           O            04/01/26
    0


    1489772          461/728             F          229,500.00         ZZ
                                         360        229,346.01          1
    1432 CAMDEN AVENUE #302            8.000          1,683.99         75
                                       7.750          1,683.99      306,000.00
    LOS ANGELES      CA   90025          2            03/12/96         00
    0380408238                           01           05/01/96          0
    20996617                             O            04/01/26
    0

1489773 461/728 F 204,500.00 ZZ

                                         360        204,366.23          1
    1927 NORTH WILTON PLACE            8.125          1,518.41         61
                                       7.875          1,518.41      340,000.00
    LOS ANGELES      CA   90068          2            03/07/96         00
    0380405788                           05           05/01/96          0
    21001326                             O            04/01/26
    0


    1489775          731/728             F          224,000.00         ZZ
                                         360        223,860.77          1
    1210 KING STREET                   8.375          1,702.56         80
                                       8.125          1,702.56      280,000.00
    SANTA CRUZ       CA   95060          1            03/25/96         00
    0380406141                           05           05/01/96          0
    11851832                             O            04/01/26
    0


    1489776          A50/A50             F          317,000.00         ZZ
                                         360        316,764.74          1
    1171 DAVISON DRIVE                 7.500          2,216.51         87
                                       7.250          2,216.51      365,000.00
    GREENSBORO       GA   30642          2            03/22/96         04
    14721                                05           05/01/96         25
    14721                                O            04/01/26
    0


    1489777          232/232             F          101,250.00         ZZ
                                         360        101,188.66          1
    34116 GROUSE LANE                  8.500            778.53         75
                                       8.250            778.53      135,000.00
    EVERGREEN        CO   80439          1            03/26/96         00
    11007855                             05           05/01/96          0
1


    11007855                             O            04/01/26
    0


    1489821          369/728             F          226,000.00         ZZ
                                         360        225,855.88          1
    279 SOUTH SHORE DRIVE              8.250          1,697.87         83
                                       8.000          1,697.87      275,000.00
    TOMSRIVER        NJ   08753          2            03/18/96         10
    0380407008                           05           05/01/96         12
    49540271                             O            04/01/26
    0


    1489847          439/728             F          225,600.00         ZZ
                                         360        225,443.95          1
    38 MICHAEL WAY                     7.850          1,631.85         80
                                       7.600          1,631.85      282,000.00
    SANTA CLARA      CA   95051          1            03/14/96         00
    0380410689                           05           05/01/96          0
    1822269                              O            04/01/26
    0


    1489849          439/728             F          612,000.00         ZZ
                                         360        611,601.70          1
    914 VALLEY CREST STREET            8.150          4,554.80         80
                                       7.900          4,554.80      765,000.00
    LA CANADA        CA   91011          2            03/15/96         00
    0380410358                           05           05/01/96          0
    1835050                              O            04/01/26
    0

1489850 439/728 F 430,000.00 ZZ

                                         360        429,711.48          1
    1815 PORT STANHOPE                 8.000          3,155.19         75
                                       7.750          3,155.19      577,000.00
    NEWPORT BEACH    CA   92660          2            03/07/96         00
    0380410648                           05           05/01/96          0
    1835464                              O            04/01/26
    0


    1489851          439/728             F          264,000.00         ZZ
                                         360        263,821.05          1
    5361 VIA APOLINA                   7.950          1,927.95         80
                                       7.700          1,927.95      332,000.00
    YORBA LINDA      CA   92686          2            03/08/96         00
    0380410390                           03           05/01/96          0
    1836142                              O            04/01/26
    0


1


    1489852          439/728             F          216,000.00         ZZ
                                         360        215,846.00          1
    14248 SANDOVAL ROAD                7.700          1,540.00         90
                                       7.450          1,540.00      240,000.00
    ATASCADERO       CA   93422          1            02/22/96         10
    0380410788                           05           05/01/96         25
    1836967                              O            04/01/26
    0


    1489853          439/728             F          295,600.00         ZZ
                                         360        295,420.92          1
    12 DOWNFIELD WAY                   8.500          2,272.91         80
                                       8.250          2,272.91      369,500.00
    COTO DE CAZA     CA   92679          1            03/20/96         00
    0380410416                           05           05/01/96          0
    1838010                              O            04/01/26
    0


    1489854          439/728             F          310,000.00         ZZ
                                         360        309,778.99          1
    27060 SUNNYRIDGE ROAD              7.700          2,210.18         50
                                       7.450          2,210.18      630,000.00
    PALOS VERDES PE  CA   90274          2            03/19/96         00
    0380410705                           05           05/01/96          0
    1838949                              O            04/01/26
    0

1489855 439/728 F 367,200.00 ZZ

                                         360        366,963.44          1
    2266 HOLLISTON AVENUE              8.200          2,745.76         80
                                       7.950          2,745.76      459,000.00
    ALTADENA         CA   91001          1            03/19/96         00
    0380410374                           05           05/01/96          0
    1839986                              O            04/01/26
    0


    1489856          439/728             F          276,000.00         ZZ
                                         360        275,814.80          1
    5263 PALM DRIVE                    8.000          2,025.20         80
                                       7.750          2,025.20      349,000.00
    LA CANADA-FLINT  CA   91011          2            03/14/96         00
    0380410325                           05           05/01/96          0
    1840609                              O            04/01/26
    0


    1489857          439/728             F          298,000.00         ZZ
                                         360        297,776.61          1
    1687 NORDENTOFT WAY                7.450          2,073.47         77
                                       7.200          2,073.47      390,000.00
1


    SOLVANG          CA   93463          2            03/06/96         00
    0380410713                           05           05/01/96          0
    1840712                              O            04/01/26
    0


    1489858          439/728             F          392,800.00         ZZ
                                         360        392,554.59          1
    47 SOUTH BEACH DRIVE               8.350          2,978.64         80
                                       8.100          2,978.64      492,500.00
    NORWALK          CT   06853          1            03/22/96         00
    0380410531                           05           05/01/96          0
    1841081                              O            04/01/26
    0

1489859 439/728 F 648,000.00 ZZ

                                     360        647,569.59          1
5416 WELLESLEY DRIVE               8.050          4,777.41         80
                                   7.800          4,777.41      810,000.00
CALABASAS        CA   91302          1            03/15/96         00
0380410424                           05           05/01/96          0
1841454                              O            04/01/26
0

1489860 439/728 F 220,500.00 ZZ

                                     360        220,342.80          1
411 ARABIAN STREET                 7.700          1,572.08         90
                                   7.450          1,572.08      245,000.00
SAN JOSE         CA   95123          2            03/11/96         10
0380410598                           05           05/01/96         25
1841487                              O            04/01/26
0

1489861 439/728 F 266,000.00 ZZ

                                         360        265,812.26          1
    9818 POUNDS AVENUE                 7.750          1,905.66         74
                                       7.500          1,905.66      360,000.00
    WHITTIER         CA   90603          2            03/11/96         00
    0380410747                           05           05/01/96          0
    1842310                              O            04/01/26
    0


    1489862          439/728             F          258,700.00         ZZ
                                         360        258,524.65          1
    619 VISTA BONITA                   7.950          1,889.24         90
                                       7.700          1,889.24      287,500.00
    NEWPORT BEACH    CA   92660          1            03/18/96         10
    0380410770                           03           05/01/96         25
    1842386                              O            04/01/26
    0
1




    1489863          439/728             F          392,700.00         ZZ
                                         360        392,417.19          1
    20665 VIA ESCOBA                   7.650          2,786.27         90
                                       7.400          2,786.27      436,333.00
    YORBA LINDA      CA   92686          2            03/15/96         10
    0380410564                           05           05/01/96         25
    1842787                              O            04/01/26
    0


    1489864          439/728             F          400,000.00         ZZ
                                         360        399,714.82          1
    15 LOS ROBLES DRIVE                7.700          2,851.85         80
                                       7.450          2,851.85      500,000.00
    CARMEL VALLEY    CA   93924          2            03/14/96         00
    0380410739                           05           05/01/96          0
    1842975                              O            04/01/26
    0


    1489865          439/728             F          229,500.00         ZZ
                                         360        229,350.64          1
    5008 ORRVILLE AVENUE               8.150          1,708.05         90
                                       7.900          1,708.05      255,000.00
    WOODLAND HILLS   CA   91367          1            03/12/96         10
    0380410432                           05           05/01/96         25
    1843282                              O            04/01/26
    0


    1489866          439/728             F          221,000.00         ZZ
                                         360        220,840.85          1
    1627 MORGAN COURT                  7.650          1,568.03         85
                                       7.400          1,568.03      260,000.00
    MOUNTAIN VIEW    CA   94043          1            03/19/96         10
    0380410481                           05           05/01/96         12
    1843634                              O            04/01/26
    0


    1489867          439/728             F          412,000.00         ZZ
                                         360        411,712.13          1
    30181 CUTHBERT RD                  7.800          2,965.87         80
                                       7.550          2,965.87      515,000.00
    MALIBU           CA   90265          1            03/15/96         00
    0380410382                           05           05/01/96          0
    1843635                              O            04/01/26
    0


    1489868          439/728             F          232,000.00         ZZ
                                         360        231,844.33          1
1


    1267 WEST BEDFORD DRIVE            8.000          1,702.34         80
                                       7.750          1,702.34      290,000.00
    PALATINE         IL   60067          2            03/14/96         00
    0380410507                           05           05/01/96          0
    1843826                              O            04/01/26
    0

1489870 439/728 F 238,500.00 ZZ

                                         360        238,333.35          1
    5162 EAGLE ROCK BOULEVARD          7.800          1,716.90         90
                                       7.550          1,716.90      265,000.00
    LOS ANGELES      CA   90041          1            03/15/96         10
    0380410366                           05           05/01/96         25
    1845216                              O            04/01/26
    0


    1489871          439/728             F          524,000.00         ZZ
                                         360        523,622.64          1
    6780 VALLON DRIVE                  7.650          3,717.86         80
                                       7.400          3,717.86      655,000.00
    RANCHO PALOS VE  CA   90275          1            03/19/96         00
    0380410457                           05           05/01/96          0
    1845703                              O            04/01/26
    0


    1489872          439/728             F          320,000.00         ZZ
                                         360        319,785.28          1
    8 S. 237 AINTREE DRIVE             8.000          2,348.05         69
                                       7.750          2,348.05      470,000.00
    NAPERVILLE       IL   60540          2            03/20/96         00
    0380410499                           05           05/01/96          0
    1845872                              O            04/01/26
    0


    1489873          439/728             F          336,000.00         ZZ
                                         360        335,776.82          1
    14 LUCERNE                         8.050          2,477.18         80
                                       7.800          2,477.18      420,000.00
    NEWPORT BEACH    CA   92660          1            03/13/96         00
    0380410754                           01           05/01/96          0
    1845934                              O            04/01/26
    0


    1489874          439/728             F          218,400.00         ZZ
                                         360        218,248.93          1
    1129 E NEWHALL DRIVE               7.850          1,579.77         80
                                       7.600          1,579.77      273,000.00
    FRESNO           CA   93720          1            03/20/96         00
    0380410721                           05           05/01/96          0
1


    1846495                              O            04/01/26
    0


    1489875          439/728             F          264,000.00         ZZ
                                         360        263,833.36          1
    884 CARMEL AVE                     8.300          1,992.64         80
                                       8.050          1,992.64      330,000.00
    LOS ALTOS        CA   94022          1            03/13/96         00
    0380410465                           05           05/01/96          0
    1846735                              O            04/01/26
    0


    1489876          439/728             F          255,500.00         ZZ
                                         360        255,316.00          1
    849 HOLLENBECK AVENUE              7.650          1,812.81         80
                                       7.400          1,812.81      320,000.00
    SUNNYVALE        CA   94087          2            03/21/96         00
    0380410671                           05           05/01/96          0
    1847116                              O            04/01/26
    0

1489897 668/728 F 283,200.00 ZZ

                                     360        283,000.12          1
618 NORTH YAKIMA AVENUE            7.750          2,028.88         80
                                   7.500          2,028.88      354,000.00
TACOMA           WA   98403          1            03/06/96         00
0380409863                           05           05/01/96          0
6347397                              O            04/01/26
0

1489912 696/728 F 540,000.00 ZZ

                                     360        539,589.10          1
1946 RHODE ISLAND AVENUE           7.375          3,729.65         80
                                   7.125          3,729.65      675,000.00
MCLEAN           VA   22101          1            03/29/96         00
0380403254                           05           05/01/96          0
2237315                              O            04/01/26
0

1489919 975/728 F 400,000.00 ZZ

                                     360        399,751.38          1
7577 MULHOLLAND DRIVE              8.375          3,040.29         51
                                   8.125          3,040.29      790,000.00
LOS ANGELES      CA   90046          1            03/27/96         00
0380405663                           05           05/01/96          0
961044                               O            04/01/26
0

1

    1489920          E91/728             F          229,500.00         ZZ
                                         360        229,346.01          1
    29138 CHUTNEY RD                   8.000          1,683.99         80
                                       7.750          1,683.99      286,900.00
    HAYWARD          CA   94544          1            03/18/96         00
    0380408402                           05           05/01/96          0
    546683                               O            04/01/26
    0


    1489924          731/728             F          193,200.00         ZZ
                                         360        193,076.80          1
    14 SANTA CECILIA                   8.250          1,451.45         80
                                       8.000          1,451.45      241,500.00
    RANCHO SANTA MA  CA   92688          1            03/22/96         00
    0380405697                           03           05/01/96          0
    411510482                            O            04/01/26
    0


    1489926          731/728             F          105,000.00         ZZ
                                         360        104,933.05          1
    2202 FOREBAY ROAD                  8.250            788.83         75
                                       8.000            788.83      140,000.00
    POLLOCK PINES    CA   95726          1            03/26/96         00
    0380405952                           05           05/01/96          0
    3000749                              O            04/01/26
    0


    1489934          637/728             F          260,000.00         ZZ
                                         360        259,811.81          1
    2212 BARCHETTA DRIVE               7.625          1,840.27         76
                                       7.375          1,840.27      345,000.00
    LAS VEGAS        NV   89134          1            03/22/96         00
    0380407313                           03           05/01/96          0
    4784807                              O            04/01/26
    0


    1489940          637/728             F          241,200.00         ZZ
                                         360        241,038.16          1
    774 YAVAPAI HILLS DRIVE            8.000          1,769.84         90
                                       7.750          1,769.84      268,000.00
    PRESCOTT         AZ   86301          1            03/07/96         14
    0380407123                           03           05/01/96         25
    3124757                              O            04/01/26
    0


    1489942          637/728             F          376,700.00         ZZ
                                         360        376,230.07          1
    1826 MAIDEN LANE                   8.375          2,863.20         88
                                       8.125          2,863.20      430,000.00
1


    PETALUMA         CA   94954          2            02/22/96         11
    0380407420                           05           04/01/96         25
    4819132                              O            03/01/26
    0


    1489943          637/728             F          263,150.00         ZZ
                                         360        262,986.44          1
    208 CAMPBELL DRIVE                 8.375          2,000.13         95
                                       8.125          2,000.13      277,000.00
    LAS VEGAS        NV   89107          1            03/13/96         04
    0380405275                           05           05/01/96         30
    4782967                              O            04/01/26
    0


    1489953          936/728             F          220,000.00         ZZ
                                         360        219,711.19          1
    80 EAST PALOMINO DRIVE             8.125          1,633.50         80
                                       7.875          1,633.50      275,000.00
    TEMPE            AZ   85284          2            02/21/96         00
    0380414269                           03           04/01/96          0
    6016885                              O            03/01/26
    0

1489989 183/183 F 242,336.10 ZZ

                                     324        241,165.23          1
7240 GALPIN BOULEVARD              8.500          1,906.01         75
                                   8.250          1,906.01      325,000.00
EXCELSIOR        MN   55331          4            12/06/95         00
11797525                             05           03/01/96          0
11797525                             O            02/01/23
0

1489994 232/232 F 275,000.00 ZZ

                                         360        274,815.48          1
    163 SOUTH ROSCOE BLVD              8.000          2,017.85         67
                                       7.750          2,017.85      415,000.00
    PONTE VEDRA BEA  FL   32082          1            03/15/96         00
    379157                               05           05/01/96          0
    379157                               O            04/01/26
    0


    1489997          051/728             F          254,925.00         ZZ
                                         360        254,925.00          1
    1174 DUBLIN COURT                  8.500          1,960.15         75
                                       8.250          1,960.15      339,900.00
    SANTA MARIA      CA   93455          1            04/02/96         00
    0380395203                           05           06/01/96          0
    16102245                             O            05/01/26
    0
1

1490021 766/728 F 40,000.00 ZZ

                                     360         39,974.49          1
13533 SW 11 TERRACE                8.250            300.51         49
                                   8.000            300.51       83,000.00
MIAMI            FL   33184          1            04/01/96         00
0380410036                           09           05/01/96          0
96AC0079                             O            04/01/26
0


1490029          163/728             F          230,000.00         ZZ
                                     360        229,522.03          1
702 SUMMER DAWN                    7.875          1,667.66         52
                                   7.625          1,667.66      450,000.00
SAN ANTONIO      TX   78258          4            01/08/96         00
0380395542                           03           03/01/96          0
372034265                            O            02/01/26
0


1490038          976/728             F          268,000.00         ZZ
                                     360        268,000.00          1
2821 BUCHANAN STREET #4            8.375          2,037.00         88
                                   8.125          2,037.00      308,000.00
SAN FRANCISCO    CA   94123          1            04/11/96         10
0380427287                           01           06/01/96         25
818357                               O            05/01/26
0

1490048 559/728 F 775,000.00 ZZ

                                         360        775,000.00          1
    13506 DEER TRAIL COURT             8.625          6,027.88         60
                                       8.375          6,027.88    1,300,000.00
    SARATOGA         CA   95070          2            04/16/96         00
    0380420191                           05           06/01/96          0
    511857                               O            05/01/26
    0


    1490093          685/728             F          520,000.00         ZZ
                                         360        520,000.00          1
    833 STADELLA ROAD                  8.375          3,952.38         80
                                       8.125          3,952.38      650,000.00
    LOS ANGELES      CA   90077          1            04/19/96         00
    0380423831                           05           06/01/96          0
    104186                               O            05/01/26
    0


    1490107          638/728             F          220,300.00         ZZ
                                         360        220,300.00          1
1

755 LOS PUEBLOS DRIVE 8.500 1,693.92 90

                                   8.250          1,693.92      245,000.00
CAMARILLO        CA   93012          1            04/12/96         04
0380427865                           03           06/01/96         25
969                                  O            05/01/26
0

1490115 601/728 F 226,200.00 ZZ

                                     360        226,044.33          1
2645 NE RIDGEWOOD DRIVE            7.875          1,640.11         87
                                   7.625          1,640.11      260,000.00
PORTLAND         OR   97212          1            03/25/96         10
0380403262                           05           05/01/96         25
888093                               O            04/01/26
0

1490122 927/728 F 432,000.00 ZZ

                                         360        431,731.48          1
    1600 BAYONNE DRIVE                 8.375          3,283.52         69
                                       8.125          3,283.52      632,044.00
    LAS VEGAS        NV   89134          1            03/22/96         00
    0380413162                           05           05/01/96          0
    236984                               O            04/01/26
    0


    1490130          550/550             F          328,000.00         ZZ
                                         360        328,000.00          1
    738 CASTRO STREET                  8.100          2,429.65         80
                                       7.850          2,429.65      410,000.00
    SAN FRANCISCO    CA   94114          1            04/02/96         00
    120195198                            05           06/01/96          0
    120195198                            O            05/01/26
    0


    1490131          776/728             F          266,400.00         ZZ
                                         360        266,221.25          1
    3020 MAXWELL STREET                8.000          1,954.75         90
                                       7.750          1,954.75      296,000.00
    LOS ANGELES      CA   90027          1            03/22/96         14
    0380405432                           05           05/01/96         25
    2130340                              O            04/01/26
    0


    1490134          776/728             F          500,000.00         ZZ
                                         360        499,697.10          1
    2203 WHITE SANDS DRIVE             8.500          3,844.57         51
                                       8.250          3,844.57      996,000.00
    SOUTH LAKE TAHO  CA   96150          5            03/19/96         00
    0380405820                           03           05/01/96          0
1


    2327746                              O            04/01/26
    0

1490135 E57/728 F 252,000.00 ZZ

                                     360        251,847.33          1
33432 DOSINIA DRIVE                8.500          1,937.67         72
                                   8.250          1,937.67      350,000.00
DANA POINT       CA   92629          1            03/21/96         00
0380411729                           05           05/01/96          0
43602005000                          O            04/01/26
0

1490140 201/728 F 220,000.00 ZZ

                                     360        219,856.08          1
331 LAKESIDE BOULEVARD             8.125          1,633.50         80
                                   7.875          1,633.50      275,000.00
HOPATCONG        NJ   07843          1            03/26/96         00
0380405093                           05           05/01/96          0
3800875068                           O            04/01/26
0

1490141 201/728 F 300,000.00 ZZ

                                     360        299,808.69          1
12617 S W 73RD TERRACE             8.250          2,253.81         90
                                   8.000          2,253.81      335,000.00
MIAMI            FL   33176          1            03/25/96         12
0380405291                           05           05/01/96         30
4100882515                           O            04/01/26
0

1490142 201/728 F 224,000.00 ZZ

                                         360        223,864.30          1
    328 DELIGHT MEADOWS ROAD           8.500          1,722.37         78
                                       8.250          1,722.37      288,500.00
    REISTERSTOWN     MD   21136          1            03/22/96         00
    0380405622                           05           05/01/96          0
    2200881312                           O            04/01/26
    0


    1490143          765/728             F          168,000.00         ZZ
                                         360        167,887.27          1
    16281 CHIWI ROAD                   8.000          1,232.73         80
                                       7.750          1,232.73      210,000.00
    APPLE VALLEY     CA   92307          2            03/21/96         00
    0380407669                           05           05/01/96          0
    313381                               O            04/01/26
    0


1


    1490145          201/728             F          253,600.00         ZZ
                                         360        253,416.46          1
    3606 WOODHEAD STREET               7.625          1,794.96         80
                                       7.375          1,794.96      317,000.00
    HOUSTON          TX   77098          1            03/06/96         00
    0380403577                           05           05/01/96          0
    7800885340                           O            04/01/26
    0


    1490152          171/728             F          249,400.00         ZZ
                                         360        249,228.36          1
    3387 AVENIDA NIEVE                 7.875          1,808.33         80
                                       7.625          1,808.33      311,762.00
    CARLSBAD         CA   92009          1            03/22/96         00
    0380407701                           03           05/01/96          0
    28060730                             O            04/01/26
    0


    1490156          685/728             F          278,900.00         ZZ
                                         360        278,731.04          1
    20251 SEASHELL CIRCLE              8.500          2,144.50         90
                                       8.250          2,144.50      309,900.00
    HUNTINGTON BEAC  CA   92646          1            03/27/96         01
    0380407073                           05           05/01/96         25
    200481                               O            04/01/26
    0


    1490163          685/728             F          218,400.00         ZZ
                                         360        218,267.69          1
    21 PRESIDIO                        8.500          1,679.31         80
                                       8.250          1,679.31      273,000.00
    IRVINE           CA   92714          1            03/22/96         00
    0380407594                           03           05/01/96          0
    103835                               O            04/01/26
    0


    1490164          736/728             F          116,900.00         ZZ
                                         360        116,825.46          1
    8101 GRANDVIEW ROAD                8.250            878.23         75
                                       8.000            878.23      155,900.00
    ARLINGTON        WA   98223          1            03/29/96         00
    0380402678                           05           05/01/96          0
    464865                               O            04/01/26
    0

1490167 736/728 F 242,500.00 ZZ

                                         360        242,345.37          1
    2101 EL RANCHO VISTA               8.250          1,821.82         75
                                       8.000          1,821.82      325,000.00
1


    FULLERTON        CA   92633          2            03/28/96         00
    0380403510                           05           05/01/96          0
    466851                               O            04/01/26
    0

1490175 B24/728 F 238,500.00 ZZ

                                     360        238,500.00          1
713 NEWFIELD AVENUE                8.500          1,833.86         90
                                   8.250          1,833.86      265,000.00
STAMFORD         CT   06905          1            04/26/96         11
0380413477                           05           06/01/96         25
1490175                              O            05/01/26
0

1490180 E22/728 F 86,700.00 ZZ

                                     360         86,646.11          1
5645 LONG BEACH DRIVE              8.375            658.98         58
                                   8.125            658.98      150,800.00
SAINT LEONARD    MD   20685          1            03/29/96         00
0410073738                           05           05/01/96          0
410073738                            O            04/01/26
0

1490280 976/728 F 320,000.00 ZZ

                                     360        319,774.15          1
2420 MANZANO LOOP N.E.             7.750          2,292.52         80
                                   7.500          2,292.52      400,000.00
RIO RANCHO       NM   87124          1            03/15/96         00
0380417189                           05           05/01/96          0
590266                               O            04/01/26
0

1490286 624/728 F 283,000.00 ZZ

                                     360        282,819.55          1
46013 SOUTHEAST 137TH STREET       8.250          2,126.08         89
                                   8.000          2,126.08      320,000.00
NORTH BEND       WA   98045          1            03/26/96         04
0380414301                           03           05/01/96         25
85049360096                          O            04/01/26
0

1490296 731/728 F 174,400.00 ZZ

                                         360        174,400.00          1
    20522 AETNA STREET                 8.250          1,310.21         80
                                       8.000          1,310.21      218,000.00
    WOODLAND HILLS   CA   91367          1            03/29/96         00
    0380408345                           05           06/01/96          0
    1001015                              O            05/01/26
    0
1

1490299 668/728 F 265,000.00 ZZ

                                         360        264,812.96          1
    2759 GLORIETTA CIRCLE              7.750          1,898.50         69
                                       7.500          1,898.50      385,000.00
    SANTA CLARA      CA   95051          5            03/14/96         00
    0380411943                           05           05/01/96          0
    6374706                              O            04/01/26
    0


    1490301          470/728             F          304,000.00         ZZ
                                         360        303,790.78          1
    209 CARIBE ISLE                    7.875          2,204.22         73
                                       7.625          2,204.22      420,000.00
    NOVATO           CA   94949          2            03/26/96         00
    0380413246                           05           05/01/96          0
    25080519                             O            04/01/26
    0


    1490303          470/728             F          297,700.00         ZZ
                                         360        297,519.65          1
    MEREDITH ROAD                      8.500          2,289.06         63
                                       8.250          2,289.06      475,000.00
    TESUQUE          NM   87574          4            03/22/96         00
    0380409483                           05           05/01/96          0
    51010018                             O            04/01/26
    0


    1490312          744/728             F          228,000.00         ZZ
                                         360        227,858.29          1
    2735 HAY LOFT WAY                  8.375          1,732.96         80
                                       8.125          1,732.96      285,000.00
    MORGAN HILL      CA   95037          2            03/25/96         00
    0380410655                           05           05/01/96          0
    76869                                O            04/01/26
    0


    1490337          776/728             F          384,000.00         ZZ
                                         360        383,748.81          1
    48908 TULARE DRIVE                 8.125          2,851.19         80
                                       7.875          2,851.19      480,000.00
    FREMONT          CA   94539          1            03/19/96         00
    0380407750                           05           05/01/96          0
    6229265                              O            04/01/26
    0


    1490344          744/728             F          235,000.00         ZZ
                                         360        235,000.00          1
1


    407 & 409 CANYON ACRES DRIVE       8.250          1,765.48         60
                                       8.000          1,765.48      394,397.00
    LAGUNA BEACH     CA   92641          2            03/27/96         00
    0380412883                           05           06/01/96          0
    76482                                O            05/01/26
    0


    1490345          267/267             F          216,000.00         ZZ
                                         360        215,835.64          1
    1336 JUSTIN AVE                    7.375          1,491.86         90
                                       7.125          1,491.86      240,000.00
    GLENDALE         CA   91201          1            03/04/96         10
    4385290                              05           05/01/96         25
    4385290                              O            04/01/26
    0


    1490347          267/267             F          296,000.00         ZZ
                                         360        295,811.25          1
    44 FRUITLAND AVENUE                8.250          2,223.75         75
                                       8.000          2,223.75      396,000.00
    WATSONVILLE      CA   95076          5            03/11/96         00
    4396649                              05           05/01/96          0
    4396649                              O            04/01/26
    0


    1490348          267/267             F          237,500.00         ZZ
                                         360        237,340.63          1
    21565 AMBUSHERS STREET             8.000          1,742.70         95
                                       7.750          1,742.70      250,000.00
    DIAMOND BAR      CA   91765          1            03/21/96         11
    4385541                              05           05/01/96         30
    4385541                              O            04/01/26
    0

1490349 267/267 F 243,000.00 ZZ

                                     360        242,815.09          1
12509 MCLENNAN AVENUE