EXHIBIT 10.2



AGREEMENT

FOR THE PURCHASE OF COISSUE GNMA SERVICING



between



CHASE MANHATTAN MORTGAGE CORPORATION



PURCHASER



and



CRESCENT BANKING COMPANY,

CRESCENT MORTGAGE SERVICES, INC., AND

CRESCENT BANK & TRUST COMPANY



SELLER



Dated as of June 1, 1998



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Table of Contents



|ARTICLE I:    |  | DEFINITIONS                                                       |  | 5 
|------------- |  | ----------------------------------------------------------------- |  | --
|              |  |                                                                  
|ARTICLE II:   |  | CONVEYANCE FROM SELLER TO PURCHASER BY PURCHASER                  |  | 11
|              |  |                                                                  
|Section 2.01: |  | Conveyance of Mortgage and Servicing Rights                       |  | 11
|              |  |                                                                  
|Section 2.02: |  | Limitations and Conditions on the Transfer of Mortgage            |  | 11
|              |  |                                                                  
|Section 2.03: |  | Broken Pools                                                      |  | 11
|              |  |                                                                  
|Section 2.04: |  | Rights to GNMA MBS or Proceeds Thereof                            |  | 11
|              |  |                                                                  
|Section 2.05: |  | Assignments of Mortgage; GNMA Commitments                         |  | 12
|              |  |                                                                  
|Section 2.06: |  | Assumption of Servicing: Delivery of Servicing Files              |  | 12
|              |  |                                                                  
|Section 2.07: |  | Seller Covenants Regarding Transfer of Servicing                  |  | 12
|              |  |                                                                  
|Section 2.08: |  | Purchaser Covenants Regarding Transfer of Servicing               |  | 15
|              |  |                                                                  
|Section 2.09: |  | Seller Covenants Regarding Final Certification                    |  | 15
|              |  |                                                                  
|ARTICLE III:  |  | PURCHASE PRICE                                                    |  | 16
|              |  |                                                                  
|Section 3.01: |  | Calculation of the Purchase Price                                 |  | 16
|              |  |                                                                  
|Section 3.02: |  | Payment, Billing and Monthly Certification                        |  | 16
|              |  |                                                                  
|Section 3.03: |  | Broken Pools                                                      |  | 16
|              |  |                                                                  
|Section 3.04: |  | Purchase Price Adjustment and Holdback                            |  | 16
|              |  |                                                                  
|Section 3.05: |  | VA Loan Percentage                                                |  | 17
|              |  |                                                                  
|Section 3.06: |  | Correction of Discrepancies                                       |  | 17
|              |  |                                                                  
|ARTICLE IV:   |  | SERVICING OF THE MORTGAGE LOANS                                   |  | 17
|              |  |                                                                  
|Section 4.01: |  | Purchaser to Service Pursuant to the GNMA Requirements            |  | 17
|              |  |                                                                  
|ARTICLE V:    |  | REPRESENTATIONS, WARRANTIES AND AGREEMENTS                        |  | 17
|              |  |                                                                  
|Section 5.01: |  | Representations, Warranties and Agreements of the Purchaser       |  | 17
|              |  |                                                                  
|Section 5.02: |  | Representations and Warranties of the Seller                      |  | 18
|              |  |                                                                  
|Section 5.03: |  | Representations and Warranties of the Seller as to Mortgage Loans |  | 21
|              |  |                                                                  
|Section 5.04: |  | Compliance with Percentage Limitations                            |  | 28
|              |  |                                                                  
|ARTICLE VI:   |  | REMEDIES AND INDEMNIFICATION                                      |  | 29
|              |  |                                                                  
|Section 6.01: |  | Remedies for Breach of Representations and                        |  | 29
|              |  |                                                                  
|Section 6.02: |  | Remedies for Breach of Representations and                        |  | 29
|              |  |                                                                  
|Section 6.03: |  | Sellers Substitution, Repurchase and Related                     |  | 30
|              |  |                                                                  
|Section 6.04: |  | Additional Indemnification by the Seller                          |  | 31
|              |  |                                                                  
|Section 6.05: |  | Purchasers Indemnification Obligations                           |  | 32



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|              |  |                                                
|------------- |  | -----------------------------------------------
|ARTICLE VII:  |  | CLOSING CONDITIONS AND DOCUMENTS               
|              |  |                                                
|Section 7.01: |  | Purchasers Conditions                         
|              |  |                                                
|Section 7.02: |  | Sellers Conditions                            
|              |  |                                                
|Section 7.03: |  | Closing Documents                              
|              |  |                                                
|Section 7.04: |  | Closing Documents for Subsequent Settlements   
|              |  |                                                
|Section 7.05: |  | Future Covenants of the Seller                 
|              |  |                                                
|ARTICLE VIII: |  | MISCELLANEOUS PROVISIONS                       
|              |  |                                                
|Section 8.01: |  | Costs                                          
|              |  |                                                
|Section 8.02: |  | Taxes and Insurance                            
|              |  |                                                
|Section 8.03: |  | Cooperation                                    
|              |  |                                                
|Section 8.04: |  | Protection of Confidential Information         
|              |  |                                                
|Section 8.05: |  | Publicity                                      
|              |  |                                                
|Section 8.06: |  | Termination and Repricing                      
|              |  |                                                
|Section 8.07: |  | Notices                                        
|              |  |                                                
|Section 8.08: |  | Severability Clause                            
|              |  |                                                
|Section 8.09: |  | Counterparts                                   
|              |  |                                                
|Section 8.10: |  | Place of Delivery and Governing Law            
|              |  |                                                
|Section 8.11: |  | Further Agreements                             
|              |  |                                                
|Section 8.12: |  | Intention of the Parties                       
|              |  |                                                
|Section 8.13: |  | Successors and Assigns; Assignment of Agreement
|              |  |                                                
|Section 8.14: |  | Waivers                                        
|              |  |                                                
|Section 8.15: |  | Exhibits                                       
|              |  |                                                
|Section 8.16: |  | General Interpretive Principles                
|              |  |                                                
|Section 8.17: |  | Reproduction of Documents                      



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AGREEMENT

FOR THE PURCHASE OF GNMA SERVICING



This is an Agreement (the Agreement), dated as of June 1, 1998, by and between Chase Manhattan Mortgage Corporation, a New Jersey corporation having its principal office at 343 Thornall Street, Edison, NJ
08837 (the Purchaser) and CRESCENT BANKING COMPANY (CBC) having an office at 251 Highway 515, Jasper, GA 30143 (Parent); CRESCENT MORTGAGE SERVICES, INC. (CMSI) having an office at 115 Perimeter Center Place, NE, Suite 285, Atlanta, GA
30346; and CRESCENT BANK & TRUST COMPANY (CBTC) having an office at 115 Perimeter Center Place, NE, Suite 285, Atlanta, GA 30346 (individually and collectively referred to as Seller)



BACKGROUND



This Agreement relates to the Sellers desire to sell to Purchaser and
the Purchasers desire to purchase from Seller the Servicing Rights associated with Pools comprised of fixed-rate and adjustable rate Mortgage Loans. The parties contemplate that the sale of servicing hereunder will continue for a six (6) month
period commencing in June 1998 and that during such period the Seller will sell on a best efforts basis and the Purchaser will purchase the Servicing Rights for loans hereunder with an aggregate unpaid principal balance of approximately $90-$ 120
million.



The parties expect that each month during the term of
the Agreement beginning June 1998, the Servicing Rights will be transferred under this Agreement for loans with an unpaid principal balance of approximately $15 - $20 million (CoIssue Sale). The Mortgage Loans associated with these
Servicing Rights will be transferred to GNMA and will back GNMA MBSs in accordance with GNMA Requirements, such Mortgage Loans must be transferred by the Seller to GNMA and prior thereto the Seller (as the Issuer under its related
Guaranty Agreement with GNMA) must enter into commitments with GNMA to effect such transfers. In the event such GNMA MBS is not issued the Purchaser shall promptly transfer such Mortgage Loans and Servicing Rights to the Seller and will disclaim any
further interest therein.



Capitalized terms used in this
Background section are defined in Article I hereof.



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ARTICLE I



DEFINITIONS



Whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the following meanings:



1.1. Act: The Cranston-Gonzalez National Affordable Housing Act of
1990, as in effect at the time any notices provided for in the Act are required to be made pursuant to this Agreement.



1.2. Agreement: This Agreement, including all Exhibits and Schedules attached hereto or delivered pursuant hereto, and all amendments hereof and
supplements hereto.



1.3. ALTA: The American Land Title
Association or any successor thereto.



1.4. Assignment
Agreement: The Assignment Agreement for the Immediate Transfer of Servicing executed by Purchaser, Seller and GNMA.



1.5. Assignment Date: The date of the Assignments of Mortgage from the Seller to the Purchaser relating to a Pool as set forth in the Mortgage Loan
Delivery Procedures, Exhibit G.



1.6. Assignment of
Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgage Property is located to reflect the sale of the Mortgage to an
Investor.



1.7. Business Day: Any day other than (i) a
Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions, in the State of New Jersey or the state in which the Purchasers servicing operations are located, are authorized or obligated by law or executive order to be
closed.



1.8. Closing Documents: The documents
enumerated in Section 7.03 hereof.



1.9. Condemnation
Proceeds: All awards or settlements with respect to a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a Mortgagor in
accordance with the terms of the related Mortgage Loan Documents.



1.10. Custodian: An entity acting as a Mortgage Loan Document custodian under any Custodial Agreement or pursuant to GNMA Requirements, or any successor in interest to the Custodian.



1.11. Delivery Date: The date on which GNMA delivers a GNMA MBS issued
by the Seller to the Subscriber designated by the Seller on the relevant Form HUD 11705.



1.12. Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace. All Due Dates are the
first day of the month



1.13. Escrow Account: An account
maintained for the deposit of Escrow Payments received in respect of one or more Mortgage Loans.



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1.14. Escrow Payments: With respect to any Mortgage Loan, any amounts required to be escrowed by
the Mortgage Loan Documents, FHA or VA Regulations, GNMA Requirements or applicable law, including without limitation amounts constituting ground rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums,
fire and hazard insurance premiums and condominium charges.



1.15. FHA: The Federal Housing Administration, an agency within HUD, or any successor thereto and including the Federal Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the FHA
Regulations.



1.16. FHA Approved Mortgagee: A
corporation or institution approved as a mortgagee by FHA under applicable HUD regulations, and eligible to own and service mortgage loans such as the FHA Loans.



1.17. FHA Loan: A Mortgage Loan which is the subject of an FHA Mortgage Insurance Contract as evidenced by an FHA
Mortgage Insurance Certificate.



1.18. FHA Mortgage
Insurance: Mortgage insurance authorized under Sections 202, 203(b), 221 (d)(2) 229, and 234 of the National Housing Act and provided by the FHA.



1.19. FHA Mortgage Insurance Certificate: The certificate evidencing a FHA Mortgage Insurance Contract.



1.20. FHA Mortgage Insurance Contract: The contractual obligation of
the FHA respecting the insurance of a Mortgage Loan.



1.21.
FHA Regulations: Regulations promulgated by HUD under the National Housing Act, codified in Title 24 of the Code of Federal Regulations, and other HUD issuances relating to FHA Loans, including the related handbooks, Circular, Notices
and Mortgagee Letters.



1.22. FHLMC: The Federal Home
Loan Mortgage Corporation, or any successor hereto.



1.23.
Final Certification: The certification by the Custodian to GNMA on Part IV of Form HUD 11706 which evidences the Custodians receipt of all of the Mortgage Loan Documents required for the final certification of each Pool.



1.24. FNMA: The Federal National Mortgage Association, or any
successor thereto.



1.25. Foreclosure Loan: A Mortgage
Loan with respect to which foreclosure proceedings have been referred to an attorney or have been instituted and are pending or have been completed, or a deed in lieu of foreclosure has been accepted or is pending.



1.26. GNMA: The Government National Mortgage Association.



1.27. GNMA Guide: The GNMA Mortgaged-Backed Securities Guide and
any amendment or additions thereto.



1.28. GNMA MBS: A
fully modified mortgaged-back security issued by the Seller guaranteed by GNMA pursuant to the GNMA Guide and backed by a Pool.



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1.29. GNMA Requirements: The applicable rules, regulations, directives of GNMA, including, without
limitation, the applicable requirements of the GNMA Guide.



1.30. HUD: The Department of Housing and Urban Development, or any federal agency or official thereof which may from time to time succeed to the functions thereof with regard to FHA Mortgage Insurance. For purposes of this Agreement,
HUD also shall include subdivisions thereof such as the FHA and GNMA.



1.31. Initial Certification Date: As to any Pool, the date on which the Custodian completes the initial certification on the related Form HUD 11706.



1.32. Insurance Proceeds. With respect to each Mortgage Loan, proceeds of insurance policies, insuring the Mortgage
Loan or the related Mortgaged Property.



1.33. Investor:
Any owner, purchaser or beneficiary (including any Agency or private investor) of the Mortgage Loans and/or any proceeds of, or interest from, the Mortgage Loans.



1.34. Issue Date: With respect to a GNMA MBS, the date from which the rights of the holder thereof to receive
principal and interest payments thereunder accrue. The Issue Date is the first day of the calendar month in which the Settlement Date occurs.



1.35. Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment
of such Mortgage Loan, trustees sale, foreclosure sale or otherwise, or the sale of the related Mortgaged Property.



1.36. Loan Guaranty Certificate: The certificate evidencing a VA Loan Guaranty Agreement.



1.37. Monthly Certification: The certificate required under Sections
3.02 and 7.04 in the form attached as Exhibit C-2.



1.38.
Monthly Payment: The scheduled Monthly Payment of principal, interest and taxes and insurance on a Mortgage Loan.



1.39. Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first lien on an unsubordinated estate in
fee simple or a leasehold interest in real property securing the Mortgage Note.



1.40. Mortgage Interest Rate: The annual rate at which interest accrues on a Mortgage Note, in accordance with the provisions of the Mortgage Note.



1.41. Mortgage Loan: An individual 15 year fixed rate or 30 year fixed rate Mortgage Loan which is included in a Pool
and the Servicing Rights to which are the subject of this Agreement. Notwithstanding the foregoing, no more than five percent (5%) of the Mortgage Loans may have terms of more than 15 years and less than 30 years [Odd Maturity Mortgage
Loans]. Any such Odd Maturity Mortgage Loan shall be a fixed-rate, fully amortizing Mortgage Loan and the applicable Purchase Price for the Servicing Rights related thereto shall be the Purchase Price payable for the Servicing Rights for 15
year fixed rate Mortgage Loans of the same type. Each Mortgage Loan will be identified on the Mortgage Loan Schedule for the relevant Pool and each Mortgage Loan includes without limitation the Monthly Payments, Principal Prepayments, Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds and all other rights, benefits, proceeds and obligations



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arising from or in connection with such Mortgage Loan. All Mortgage Loans are either FHA Loans or VA Loans.



1.42. Mortgage Loan Documents: The documents pertaining to any
Mortgage Loan, including, without limitation, the Mortgage Note, the Mortgage, the Assignment of Mortgage and all other assignments, the title insurance policy, evidence of VA Guaranty or FHA MIP, and any other documents required for Final
Certification.



1.43. Mortgage Loan File. The files and
documents delivered in accordance with Exhibit G and the information relating to such Mortgage Loan contained in any electronic format.



1.44. Mortgage Loan Schedule: As to each Pool, the related Form HUD 11706.



1.45. Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.



1.46. Mortgaged Property: The real property securing repayment of
the debt evidenced by a Mortgage Note.



1.47. Mortgagor:
The obligor on a Mortgage Note.



1.48. Officers
Certificate: A certificate signed by the President or any Vice President of the Seller or the Purchaser, a form of Officers Certificate is attached hereto as Exhibit C-l.



1.49. Opinion of Counsel: A written opinion of Sellers counsel, reasonably acceptable to the Purchaser, in a
form of Opinion of Counsel Letter attached hereto as Exhibit D.



1.50. Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof.



1.51. Pool: A group of Mortgage Loans which back the issuance of a
GNMA MBS and is otherwise segregated on the basis of applicable GNMA Requirements and which is considered to be aggregated for the purposes of servicing.



1.52. Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due Date
and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.



1.53. Prior Servicer: Any servicer of a Mortgage Loan, other than the Seller.



1.54. Prospectus: As to each GNMA MBS, a standard form prospectus as
set forth in Form HUD 11717



1.55. Purchase Price: The
amount to be paid by the Purchaser to the Seller in exchange for the Servicing Rights for each Pool calculated and payable in accordance with Article III of this Agreement.



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1.56. Purchase Price Payment Date: The date on which the Purchase Price for all Pools having a
Settlement Date within a calendar month shall be payable which date shall be no later than five (5) Business Days following the Transfer Date.



1.57. Purchaser: Chase Manhattan Mortgage Corporation or its successor in interest or assigns.



1.58. Reimbursement Amount: The amount paid by the Seller to the
Purchaser with respect to any reimbursement of the Purchase Price related to the Servicing Rights of a particular Mortgage Loan or Loans required pursuant to Sections 3.01 or 6.03 and Exhibit A hereof. The Reimbursement Amount with respect to the
Servicing Rights of each Mortgage Loan shall equal the Purchase Price percentage paid by the Purchaser for the Servicing Rights multiplied by the unpaid principal balance of the Mortgage Loan at the time of repurchase plus the amount of any
advances, costs or other expenses incurred by the Purchaser related thereto through the date of such reimbursement.



1.59. Sale Date: The related Sale Date shall be the Transfer Date.



1.60. Seller: Crescent Banking Company, Crescent Mortgage Services, Inc., and Crescent Bank & Trust Company, or
their successors in interest and assigns.



1.61. Servicing
File: The documents, files and other items pertaining to a particular Mortgage Loan which, at a minimum, shall include the items listed in Exhibit G, and the information relating to such Mortgage Loan contained in any electronic data format by
the Seller to the Purchaser in accordance with the EDP FileFormat attached hereto as Exhibit J.



1.62. Servicing Rights: With respect to each Mortgage Loan, any and all of the following: (a) all rights to service the Mortgage Loans; (b) any
payments or monies payable or received for servicing the Mortgage Loans; (c) any late fees, assumption fees, penalties or similar payments with respect to the Mortgage Loans; (d) all agreements or documents creating, defining or evidencing any such
servicing rights and all rights of the Seller thereunder, including, but not limited to any clean-up calls and termination options; (e) Escrow Payments or other similar payments with respect to the Mortgage Loans and any amounts actually collected
with respect thereto; (f) all accounts and other rights to payment related to any of the property described in this paragraph; (g) possession and use of any and all Servicing Files pertaining to the Mortgage Loans or pertaining to the past, present
or prospective servicing of the Mortgage Loans; and (h) all rights, powers and privileges incident to any of the foregoing.



1.63. Servicing Transfer Procedures: The procedures by which the Seller shall effect the transfer to the Purchaser of the Servicing Rights,
including the Servicing Files, in accordance with GNMA Requirements which procedures are substantially in accordance with the Service Transfer Procedures attached hereto as Exhibit F.



1.64. Settlement Date: The dates determined by the Public Securities
Association (PSA) on which a GNMA MBS issued by the Purchaser under this Agreement and having certain characteristics will be settled. Settlement Dates are set forth on the PSA Settlement Dates attached hereto as Exhibit I.



1.65. Third Party Lender: Any lender other than the Seller which has
originated and closed a Third Party Loan.



1.66. Third Party
Loan: A Mortgage Loan which has been originated and closed in the name of a Third Party Lender.



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1.67. Transfer Date: The transfer date shall be the latest PSA Settlement Date in the month of
issue.



1.68. VA: The Veterans Administration, an agency
of the United States of America, or any successor thereto including the Administrator of Veterans Affairs.



1.69. VA Approved Lender: Those lenders which are approved by the VA to act as a lender in connection with the origination of VA Loans.



1.70. VA Loan: A Mortgage Loan which is the subject of a VA Loan
Guaranty Agreement as evidenced by a Loan Guaranty Certificate.



1.71. VA Loan Guaranty Agreement: The obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Servicemans Readjustment Act.



1.72. VA Rate: The annual rate of interest applicable
to VA Loan.



1.73 VA Regulations: Regulations
promulgated by the VA pursuant to the Servicemans Readjustment Act, as amended, codified in Title 38 of the Code of Federal Regulations, and other VA issuances relating to VA Loans, including related Handbooks, Circulars and Notices.



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ARTICLE II



CONVEYANCE FROM SELLER TO PURCHASER

ASSUMPTION OF SERVICING BY PURCHASER



Section
2.01. Conveyance of Mortgage and Servicing Rights.



Subject to the limitations and conditions set forth in Section 2.02, by its execution and delivery of this Agreement, the Seller does hereby agree to sell, transfer, assign, set over and convey to the Purchaser as of each Settlement Dates,
all rights, title and interest of the Seller in and to the (i) Mortgage Loans comprising the Pool and (ii) related Servicing Rights, including the Servicing Files, such Servicing Files to be delivered in accordance with Section 2.06. On the
execution by all parties of the Assignment Agreement, the Purchaser shall assume actual servicing of such Mortgage Loans in accordance with GNMA Requirements.



During each month in which transfers of Mortgage Loans and Servicing Rights occur hereunder, the Seller agrees to sell on a best efforts basis to the
Purchaser, Servicing Rights on Mortgage Loans pursuant to this Agreement with an aggregate unpaid principal balance of at least $15 million up to $20 million. During the term of this Agreement, the Seller expects to sell such Servicing Rights
relating to Mortgage Loans with an approximate unpaid principal balance of $90 to $120 million. The Seller agrees that the characteristics of the Mortgage Loans included in the Pools shall conform in all material respects to the Mortgage Loan
Characteristics attached hereto as Exhibit B.



Section
2.02. Limitations and Conditions on the Transfer of MortgageLoans and Servicing Rights.



Prior to the Delivery Date of such GNMA MBS, the Purchaser will assert no ownership rights over the Mortgage Loans and the related Servicing Rights beyond
that which is necessary to satisfy GNMA Requirements.



Section
2.03. Broken Pools.



In the event that GNMA fails to
deliver the relevant GNMA MBS on a Delivery Date the Purchaser agrees to assign and deliver (or cause its Custodian to assign and deliver) to Seller or Sellers designee and Seller agrees to accept such assignment and delivery of the Mortgage
Loans. Following such assignment and delivery, the Purchaser shall have no rights, title or interest in such Mortgage Loans or the related Servicing Rights and no servicing or other obligations with respect thereto. Seller shall be responsible for
all costs associated with such assignments and the recording thereof and shall reimburse the Purchaser for all costs incurred by the Purchaser arising from or relating to such non-delivery unless such non delivery was caused in whole or part by
Purchaser or Purchasers custodian.



Section 2.04.
Rights to GNMA MBS or Proceeds Thereof.



The Purchaser
hereby disclaims any rights, title or interest in any GNMA MBS backed by a Pool or in any proceeds of the sale thereof. The Seller hereby agrees that the delivery of the GNMA MBS to the Subscriber identified in the related Form HUD 11705
in accordance with the Sellers instructions shall constitute full and adequate consideration for the Sellers transfer of the Mortgage Loans to the Purchaser as set forth in Section 2.01. The Purchaser assumes no responsibility for
GNMAs delivery of any GNMA MBS or for any payment therefore.



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Section 2.05. Assignments of Mortgage; GNMA Commitments.



With respect to Assignments of Mortgages, record title to each Mortgage and
the related Mortgage Note shall be transferred by the Seller to the Purchaser or its designee, to the extent required by the GNMA Requirements and in accordance with the Transfer of Servicing Procedures. The Seller shall at its cost provide the
Assignments of Mortgages (including the recording thereof) and endorsements of Mortgage Notes for such transfers.



Section 2.06. Assumption of Servicing: Delivery of Servicing Files.



In accordance with Sections 2.02 and 2.03, the Purchasers obligations to perform servicing functions will commence
with the execution by all parties of the Assignment Agreement. Seller will deliver the complete Servicing File to the Purchaser in the manner provided in the Mortgage Loan Delivery Procedures, Exhibit G and the GNMA Requirements.



Section 2.07. Seller Covenants Regarding Transfer of Servicing.



The parties acknowledge and agree that the Purchasers
contractual obligations to GNMA to service the Mortgage Loans comprising a Pool commence on the Delivery Date.



(a) Compliance with GNMA Requirements and FHA and VA Regulations. Prior to each Initial Certification Date, the Seller shall have complied with all
applicable GNMA Requirements, FHA Regulations and VA Regulations including all procedural and documentary requirements applicable to the Seller which relate to (i) the underwriting of the Mortgage Loans, (ii) the eligibility for sale of a Pool to
GNMA and (iii) the formation and delivery of a Pool in accordance with the GNMA Requirements and, in each case, in a manner that shall permit GNMA to deliver the related GNMA MBS.



(b) Notice to Mortgagors. The Seller shall, in accordance with the relevant provisions of the Act, mail to the
Mortgagor of each Mortgage Loan in the Pool, a letter (in form and substance approved by the Purchaser) advising the Mortgagor of the transfer of the servicing thereof to the Purchaser. The Seller shall provide the Purchaser with a sample form of
such letter. The Seller shall also provide an EDP tape to the Purchaser in accordance with Exhibit J to enable the Purchaser to comply with its notice obligations under the Act.



(c) Notice to Taxing Authorities and Insurance Companies. The Seller shall transmit to the applicable tax service and
insurance companies and/or agents, notification of the transfer of the servicing to the Purchaser and instructions to deliver all notices, tax bills and insurance statements, as the case may be, to the Purchaser from and after the Transfer Date.



(d) Notice to Warehouse and Secured Lenders. The Seller
shall provide to the Purchaser or its designee release of warehouse lender. The Seller represents, warrants and covenants to provide evidence satisfactory to the Purchaser, that effective on the relevant Delivery Date neither shall any warehouse or
secured lender have any right, title or interest in the Pool or in the related Servicing Rights.



(e) Delivery of Files and Records. In the manner provided in the Mortgage Loan Delivery Procedures, Exhibit G, and the GNMA Requirements, the
Seller shall forward to the Purchaser all Mortgage Loan Files including copies of the Mortgage Loan Documents the originals of which must be held by the Custodian to the extent such documents are then available.



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(f) Escrow Payments and Other Payments. No later than five (5) Business Days following the
Transfer Date, the Seller shall provide the Purchaser, in immediately available funds by wire transfer and in a manner provided in the Servicing Transfer Procedures and the GNMA requirements, the amount of Mortgage Loan Escrow Payments, impound and
suspense balances, and all loss draft balances associated with the related Pools. The Seller shall provide the Purchaser, in immediately available funds by wire transfer and in a manner provided in the Servicing Transfer Procedures and the GNMA
requirements, all buydown fees. The Seller shall provide the Purchaser with an accounting statement of Escrow Payments and suspense balances and loss draft balances sufficient to enable the Purchaser to reconcile the amount of such payment with the
accounts of the Mortgage Loans. Additionally, the Seller shall provide the Purchaser by overnight delivery all checks (endorsed over to the Purchaser) representing any prepaid Mortgage Loan payments and all other similar amounts held by the Seller
in a manner provided in the Servicing Transfer Procedures.



(g)
Mortgage Payments Received After Transfer Date. Except as provided below for late payments, the Seller shall forward by overnight carrier for sixty (60) days following applicable Transfer Date, and thereafter by regular mail to the Purchaser
the amount of any Monthly Payments and correspondence relating to the Mortgage Loans received by the Seller after the Transfer Date no later than the Business Day following the date of receipt. The Seller shall notify the Purchaser of the
particulars of the payment, which notification requirement shall be satisfied if the Seller forwards with its payment sufficient information to permit appropriate processing of the payment by the Purchaser. The Seller assumes full responsibility for
the delivery of Monthly Payments received by it after the Transfer Date for a period not to exceed sixty (60) days. Thereafter any payments received by Seller shall be returned to borrower. Such Monthly Payments shall be endorsed to the Purchaser
and provide the particulars of the payment such as the Purchasers account number, dollar amount, date received and any special Mortgagor application instructions.



(h) Misapplied Payments. Misapplied payments shall be processed as follows:



(i) The parties shall cooperate in correcting misapplication errors;



(ii) The party receiving notice of a misapplied payment
occurring prior to the Transfer Date and discovered after the Transfer Date shall immediately notify the other party;



(iii) If a misapplied payment which occurred prior to the Transfer Date cannot be identified and such misapplied payment has resulted in a shortage in an
Escrow (or other) Account the balances of which are being transferred to the Purchaser, the Seller shall be liable for the amount of such shortage. The Seller shall reimburse the Purchaser for the amount of such shortage within five (5) Business
Days after receipt of written demand and evidence supporting the misapplied payment from the Purchaser;



(iv) If a misapplied payment which occurred prior to the Transfer Date has created an improper Purchase Price as the result of an inaccurate outstanding
principal balance, a check shall be issued to the party adversely affected by the improper payment application within five (5) Business Days after notice thereof by the other party;



(v) Any check issued under the provisions of this Section 2.07(h) shall be accompanied by a statement indicating the
corresponding Seller and the Purchaser Mortgage Loan identification number and an explanation of the allocation of any such payments.



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(i) Books and Records. On the Transfer Date, the books, records and accounts of the Seller with
respect to the Servicing Rights and the Mortgage Loans shall be in accordance with the Purchaser requirements as provided in the Servicing Transfer Procedures.



(j) Reconciliation. The Seller shall, on or before the Transfer Date, reconcile principal balances and make any monetary adjustments to the
Mortgage Loans reasonably required by the Purchaser. Under the terms of this Agreement, any such monetary adjustments will be transferred between the Seller and the Purchaser as appropriate.



(k) IRS Forms. The Seller shall file all IRS forms, which forms
include but are not limited to, forms 1098, 1099, 1041 and K-l which are required to be filed in connection with any period of time during which the Seller owned and serviced the Mortgage Loans. Upon request, the Seller shall provide evidence
acceptable to the Purchaser that such forms have been filed and shall reimburse the Purchaser for any costs or penalties incurred by the Purchaser due to the Sellers failure to comply with this paragraph.



(l) Record Title. The Seller shall, at its sole expense, (i) cause
each of the Assignments of Mortgage to be recorded, where required under applicable law in the name of the Purchaser or its designee in the appropriate public offices for real property records in all the counties or their comparable jurisdictions in
which the related Mortgaged Property is situated, and in any other appropriate public recording office or elsewhere, (ii) deliver such recorded Assignments of Mortgage to the Purchasers Custodian and (iii) prepare on behalf of the Purchaser,
subsequent assignments from the Purchaser to GNMA and deliver such assignments to the Purchasers Custodian in accordance with the Mortgage Loan Delivery Procedures, Exhibit G. With respect to FHA Loans, the Seller shall provide Purchaser with
sufficient data to provide notice to HUD on Form 92080 or such other form prescribed by HUD.



(m) Tax Contracts. The Seller shall transfer to the TransAmerica Life of Loan tax contracts relating to each Mortgage Loan or pay to Purchaser a $69.00 per loan fee which fee shall be deducted from
the Purchase Price on the Purchase Price Payment Date.



(n)
No Solicitation. From and after the applicable Sales Dates the Seller shall not directly or indirectly solicit, and the Seller shall prevent any of its affiliates, employees or brokers from knowingly directly or indirectly soliciting, by
means of direct mail, or telephonic or personal solicitation, the Mortgagors of any of the Mortgages (i) for purposes of prepayment or refinance or modification of such Mortgages, or (ii) for any financial services or products including, but not
limited to, (a) checking and savings accounts, certificates of deposit, safe deposit boxes, automatic teller machines, second mortgage loans, equity source accounts, personal loans and credit cards, except for banking customers of Seller Third Party
Originators who are community banks, and (b) homeowners, ordinary life, ordinary health, credit life, credit health, credit unemployment and any other forms of group or individual insurance coverage. Seller agrees to refund to Purchaser the
Reimbursement Amount for any Mortgage Loan refinanced by Seller in breach of this contract. Seller shall also reasonably ensure that no brokers, correspondents or other third parties related in any manner to this transaction, solicit any of the
Mortgage Loans.



(o) Third Party Loans. The Seller and
the Purchaser expect that 100% of Mortgage Loans shall have been underwritten by the Seller.



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(p) Flood Certification. The Seller shall transfer to the Purchaser a Life-of-Loan
flood certification with Flood Data Service, Inc. relating to each Mortgage Loan or pay to Purchaser a $ 9.00 per loan fee which fee shall be deducted from the Purchase Price on the Purchaser Price Payment Date.



Section 2.08. Purchaser Covenants Regarding Transfer of Servicing.



The Purchaser shall have done the following, on or prior to
each Delivery Date (except where a different time period is expressly provided):



(a) Compliance with GNMA Requirements. Unless such compliance is prevented by the Sellers noncompliance with the Transfer of Servicing, the Purchaser shall have complied with applicable GNMA Requirements
including all procedural and documentary requirements applicable to the Purchaser in connection with Purchasers issuance of a GNMA MBS.



(b) Misapplied Payments. Misapplied payments shall be processed as follows:



(i) The parties shall cooperate in correcting misapplication errors;



(ii) The party receiving notice of a misapplied payment occurring prior to
the Transfer Date and discovered after the Transfer Date shall immediately notify the other party;



(iii) If a misapplied payment which occurred prior to the Transfer Date cannot be identified and such misapplied payment has resulted in a shortage in an
Escrow (or other) Account, the balances of which are being transferred to the Purchaser, the Seller shall be liable for the amount of such shortage. The Seller shall reimburse the Purchaser for the amount of such shortage within five (5) Business
Days after receipt of written demand and evidence supporting such misapplied payment from the Purchaser:



(iv) If a misapplied payment which occurred prior to the Transfer Date has created an improper Purchase Price as the result of an inaccurate outstanding
principal balance, a check shall be issued to the party adversely affected by the improper payment application within five (5) Business Days after notice thereof by the other party;



(v) Any check issued under the provisions of this Section 2.08(b) shall be accompanied by a statement indicating the
corresponding Seller and the Purchaser Mortgage Loan identification number and an explanation of the allocation of any such payments.



(c) Notice to Mortgagors. The Purchaser shall, in accordance with the relevant provisions of the Act, mail to the Mortgagor of each Mortgage Loan
in the Pool, a letter advising the Mortgagor of the transfer of the servicing thereof to the Purchaser from the Seller.



(d) No Change to Subscribers. Purchaser shall not change the name of any subscriber identified in a HUD Form 11705 by the Seller which has been
completed in accordance with the Transfer of Servicing.



Section 2.09. Seller Covenants Regarding Final Certification.



Within eleven (11) months of the relevant Issue Date, the Seller shall deliver all Mortgage Loan Documents to the Purchaser or the Custodian which are required for the Final Certification of each Pool.



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The Seller hereby agrees, subject to GNMA approval, to repurchase any Mortgage Loan which the Custodian has identified as
preventing Final Certification in accordance with Section 6.03. Purchaser and Seller will cooperate in order to enable the Custodian to effectuate Final Certification of the Pools.



ARTICLE III



PURCHASE PRICE



Section 3.01. Calculation of the Purchase Price.



Subject to Section 3.04, the Purchase Price with respect to the Servicing Rights for each Pool shall be calculated as a percentage, determined by
reference to the Purchase Price and Adjustment Schedule attached hereto as Exhibit A, multiplied by the aggregate principal balance of such Pool. Seller and Purchaser agree the Purchase Prices listed in Exhibit A are subject to review after
six (6) months. Any Mortgage Loan thirty (30) days or more delinquent as of the Sale Date or any Mortgage Loan which is a Foreclosure Loan or in bankruptcy will be deemed to have an outstanding principal balance of zero for the purpose of
calculating the Purchase Price. Payments of scheduled principal and interest prepaid for a due date beyond the Transfer Date shall not be applied to the principal balance as of such date. Seller shall refund to the Purchaser the Purchase Price for
any Mortgage Loans which payoff within three (3) months of the Sale Date.



Section 3.02. Payment, Billing and Monthly Certification.



With respect to the monthly transfer of Servicing Rights, ten (10) Business Days prior to each Purchase Price Payment Date, the Seller shall submit to the
Purchaser (i) its billing for the Servicing Rights transferred during the calendar month in which the Transfer Date occurs, substantially in accordance with the format provided in Exhibit M and (ii) the Monthly Certification. Following the
Purchasers receipt thereof and the calculation of adjustments to the Purchase Price, the Purchaser shall pay the appropriate Purchase Price by wire transfer on such Purchase Price Payment Date.



Section 3.03 Broken Pools.



In accordance with Section 2.03, no amounts shall be payable by the Purchaser
to the Seller in connection with any Pool unless GNMA shall have delivered the related GNMA MBS.



Section 3.04 Purchase Price Adjustment and Holdback.



The aggregate Purchase Price payable on any Purchase Price Payment Date shall be adjusted to reflect unreimbursed costs and expenses associated with
broken Pools.



Purchaser shall retain ten percent (10%) of the
Purchase Price (Holdback Amount). The Holdback Amount for each Sale shall be payable to the Seller on a prorata basis quarterly to the extent Seller complies with its obligations for release of the funds which includes, but is not
limited to, receipt by Purchaser or Purchaser Custodians of the complete documentation required for the Final Certification of a Pool per agency requirements. The Holdback Amount, as it relates to any pool, shall be released quarterly.



Notwithstanding any language contained herein to the contrary,
Purchaser shall pay the last $5,000 of the Holdback Amount to Seller only upon the receipt by Purchaser of all of the final, recorded assignments and all other documentation from Seller to Purchaser related to each Sale.



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Section 3.05 VA Loan Percentage.



During any one month period, the percentage of VA Loans (by dollar amount of loans) included in the Mortgage Loans shall not
exceed thirty percent (30%).



Section 3.06. Correction of
Discrepancies.



The parties agree that discrepancies may
arise in the calculation and payment of the Purchase Price. The parties agree further that within thirty (30) Business Days of the discovery of any such discrepancy by one party (notice of which shall immediately be given to the other party) and the
parties mutual determination of the appropriate adjustment to the Purchase Price, a check shall be issued and forwarded by overnight mail to the party entitled to receive such adjustment by the other party.



ARTICLE IV



SERVICING OF THE MORTGAGE LOANS



Section 4.01. Purchaser to Service Pursuant to the GNMA Requirementsand Applicable Law.



The Purchaser shall commence
servicing and administration of the Mortgage Loans from and after the related Transfer Date and shall have full power and authority, acting alone to do any and all things in connection with such servicing and administration which the Purchaser may
deem necessary or desirable, consistent with the GNMA Requirements and the terms of this Agreement. The Purchaser shall service the Mortgage Loans in accordance with applicable federal and state laws and regulations.



ARTICLE V



REPRESENTATIONS, WARRANTIES AND AGREEMENTS



Section 5.01. Representations, Warranties and Agreements of the Purchaser.



The Purchaser hereby makes the following representations and warranties to
the Seller as of the date hereof and each Initial Certification Date:



(a) Due Organization and Authority. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of New Jersey and has all licenses necessary to carry on its business as now being conducted and
is licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Purchaser, and in any event the
Purchaser is in compliance with the laws of any state to the extent necessary to ensure the enforceability of the terms of this Agreement; the Purchaser has the full corporate power and authority to execute and deliver this Agreement and to perform
in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Purchaser and the consummation of the transactions contemplated hereby have
been duly and validly authorized; and upon execution by the Seller this Agreement constitutes the valid, binding and enforceable obligation of the Purchaser (subject, as to enforcement of remedies to applicable bankruptcy,



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reorganization, insolvency, moratorium or other laws affecting creditors rights generally from time to time in effect and to general principles of
equity).



(b) No Conflicts. Neither the execution and
delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Purchasers charter or bylaws or any
legal restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Purchaser or its property is subject, or impair the ability of the Purchaser to service the Mortgage Loans, or impair the value of the Servicing Rights.



(c) No Litigation Pending. There is no action, suit, proceeding or
investigation pending or threatened against the Purchaser which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Purchaser, or in
any material impairment of the right or ability of the Purchaser to carry on its business substantially as now conducted, or in any material liability on the part of the Purchaser, or which would draw into question the validity of this Agreement or
of any action taken or to be taken in connection with the obligations of the Purchaser contemplated herein, or which would be likely to impair materially the ability of the Purchaser to perform under the terms of this Agreement.



(d) No Consent Required. No consent or other approval, authorization
or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement, or if required, such approval has been obtained prior to the Initial
Certification Date.



(e) No Commissions to Third
Parties. The Purchaser has not dealt with any broker or agent or third party who might be entitled to a fee or commission from the Purchaser in connection with this transaction.



(f) Agency Approvals. The Purchaser is an FHA Approved Mortgagee, a VA Approved Lender, an approved issuer of GNMA
MBS.



(g) Ordinary Course of Business. The consummation
of the transactions contemplated by this Agreement is in the ordinary course of business of the Purchaser



(h) Ability to Perform. The Purchaser does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every
covenant applicable to Purchaser contained in this Agreement.



Section 5.02. Representations and Warranties of the Seller.



The Seller (Crescent Bank Company, Crescent Mortgage Services, Inc., and Crescent Bank & Trust Company) makes the following representations and warranties to the Purchaser as of the date hereof and as of each Sale
Date:



(a) Due Organization and Authority. The Seller,
Crescent Banking Company (Parent) is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia; Crescent Mortgage Services, Inc. is a corporation duly organized, validly existing and in good standing
under the laws of the State of Georgia; and Crescent Bank & Trust Company is a corporation d____



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organized, validly existing and in good standing under the laws of the State of Georgia. The Seller was at all times and now is qualified to do business and
duly licensed to carry on its business as now being conducted in all states in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type engaged in by the Seller in
relation to the origination and servicing of the Mortgage Loans and in any case the Seller is qualified in each state to the extent necessary to ensure the enforceability of each Mortgage Loan and this Agreement. The Seller has the full corporate
power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the
Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized; and upon execution by the Purchaser this Agreement constitutes the valid, binding and enforceable obligation of the Seller (subject as to
enforcement of remedies to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors rights generally from time to time in effect and to general principles of equity).



(b) Ordinary Course of Business. The consummation of the transactions
contemplated by this Agreement is in the ordinary course of business of the Seller.



(c) No Conflicts. Neither the execution and delivery of this Agreement, the sale of the Servicing Rights to the Purchaser or the transactions contemplated hereby, nor the fulfillment of or compliance with the
terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Sellers charter or by-laws or any legal restriction or any agreement or instrument to which the Seller is now
a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Seller or its property is subject, or
impair the value of the Servicing Rights.



(d) Ability to
Perform. The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant applicable to Seller contained in this Agreement.



(e) No Litigation Pending. There is no action, suit, proceeding or investigation pending or threatened against the
Seller which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Seller, or in any material impairment of the right or ability of
the Seller to carry on its business substantially as now conducted, or in any material liability on the part of the Seller, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the
obligations of the Seller contemplated herein, or which would be likely to impair materially the ability of the Seller to perform under the terms of this Agreement, or which would materially affect any of the Mortgage Loans or the related Servicing
Rights. To the best of Sellers knowledge there are no Mortgage Loans for which Servicing Rights are being transferred that are the subject of any litigation or investigation.



(f) No Consent Required. No consent, approval, authorization or order of any court or governmental agency or body is
required for the execution, delivery and performance by the Seller of or compliance by the Seller with this Agreement, or if required, such approval has been obtained prior to the Initial Certification Date.



(g) Ownership. Crescent Mortgage Services, Inc. and Crescent Bank
& Trust Company, as Sellers, are the sole owners and holders of all right, title and interest in and to the Servicing Rights, and immediately prior to the Sellers transfer of the related Mortgage Loans to the Purchaser, the Seller was the
sole owner and holder of such Mortgage Loans. The Servicing Rights have not been assigned or



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pledged, and, the Seller has good and marketable title and interest in the Servicing Rights and has full right and authority subject to no interest, or
agreement with, any other party, to sell and assign the Servicing Rights pursuant to this Agreement. All Servicing Rights acquired by the Purchaser hereunder shall be free and clear of any encumbrance, equity, interest, lien, pledge, charge, claim
or security interest.



(h) No Untrue Information and
Operative Documents. Neither this Agreement, nor any statement, report or other document which is within the control of the Seller furnished or to be furnished pursuant to this Agreement or the GNMA Requirements (including without limitation,
delivery schedules and other documentation delivered or to be delivered to GNMA or the Purchasers Custodian in connection with the formation and delivery of a Pool and the settlement of the related GNMA MBS and in accordance with the Transfer
of Servicing) or in connection with the transactions contemplated hereby contains any untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading. Each such document delivered to the Purchaser
represents an executed original or is a certified true and correct copy of the original and in either case represents true, correct and complete copies of the same. Each such document is in full force and effect and has not been amended, modified or
altered except as the same shall have been provided to the Purchaser.



(i) No Commissions to Third Parties. The Seller will be solely liable for any fee or commission due and payable to any brokers or agent who might be entitled to a fee or commission connection with this transaction.



(j) No Inquiries. The Seller has not been the subject of an audit by
any of the FHA, VA or GNMA which audit included allegations of failure to comply with applicable loan origination, servicing or claims procedures, which resulted in a refusal to purchase any Mortgage Loan or a request for indemnification in
connection with any Mortgage Loan.



(k) No Accrued
Liabilities. There are no accrued liabilities of the Seller with respect to the Mortgage Loans or the Servicing Rights or circumstances under which such accrued liabilities will arise against the Purchaser as successor to the Servicing Rights
with respect to occurrences prior to the Initial Certification Date.



(l) Compliance with Insurance Contracts. The Seller has complied with all obligations under all applicable insurance contracts, including the insurance contracts with the FHA and guaranty contracts with the VA with respect to, and
which might materially and adversely affect, the Mortgage Loans and any of the Servicing Rights. The Seller has not taken any action or failed to take any action which might cause the cancellation of or otherwise affect any of the FHA Mortgage
Insurance Contracts, the VA Loan Guaranty or any other applicable insurance or guaranty contracts.



(m) Compliance With Law: Fidelity, Error and Omission and Director and Officer Bonds. The Seller has complied with any and all requirements of any
federal, state or local law including, without limitation, FHA Regulations and VA Regulations, the provisions of any federal, state or local law or regulation governing or pertaining to permissible charges, whether in a commercial transaction or in
connection with the extensions of credit or the billing or collection of obligations arising from the extensions of credit, including, but not limited to, laws relating to usury, installment sales, truth-in-lending (including, without limitation,
Regulation Z thereunder), fair housing, real estate settlement procedures, escrow practices, unlawful ILLEGIBLE in residential lending (including, without limitation, anti-redlining, equal credit opportunity and ILLEGIBLE reporting), debt
collection, loan disclosure, adjustable rate mortgages, adjustable rate mortgage ILLEGIBLE other consumer protection matters (including, without limitation, laws regulating unfair or ILLEGIBLE



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practices), and all other federal, state or local laws, regulations and ordinances pertaining to the business of mortgage lending or to the provision of
services relating to mortgage lending. Seller has and shall continue to maintain enforceable bonds for errors and omissions, fidelity and directors and officers of Seller. Seller shall, at the request of Purchaser, produce evidence of such coverage.



(n) Pool Formation Practices. The Seller has observed
and complied with all GNMA Requirements applicable to Seller pursuant to this Agreement and Transfer of Servicing Procedures which are a prerequisite or otherwise relate to Pool formation.



(o) Third Party Lenders and Third Party Loans. Seller shall be deemed
to have made all of the representations and warranties contained in this Section 5.02 and in Section 5.03 on behalf of each Third Party Lender and with respect to each Third Party Loan.



(p) Representations and Warranties to Agencies. All representations and warranties made by the Seller to the FHA or
VA as appropriate in connection with the Mortgage Loans are incorporated herein by reference and inure to the benefit of the Purchaser.



Section 5.03. Representations and Warranties of the Seller as to Mortgage Loans.



As further inducement to the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as
of the date hereof and the Initial Certification Dates (or other date indicated) with respect to each Mortgage Loan, as follows:



(a) Mortgage Loans as Described, Representative Distribution, No Adverse Selection. The information set forth in each Mortgage Loan Schedule is
complete, true and correct. No waivers with respect to any published or unpublished GNMA, FHA or VA requirements have been obtained which adversely affect the credit quality of any Mortgage Loan. None of the Mortgage Loans is a VA vendee loan and
except as otherwise expressly permitted elsewhere in this Agreement, none of the Mortgage Loans is a loan subject to interest rate subsidies or special escrow arrangements.



The Servicing Rights sold under this Agreement are representative of, and conform in all material respects to, the
characteristics of Sellers normal FHA or VA loan production for sale to GNMA, without any adverse selection as to, among other things, interest rates, loan characteristics, property types, geographical locations and escrow waivers. The GNMA
Servicing Rights to be sold under this Agreement are created and designated for sale to the Purchaser.



(b) Payments Current. All payments required to be made for each Mortgage Loan under the terms of the related Mortgage Note in order for such
Mortgage Loan to be eligible for inclusion in a Pool under GNMA Requirements have been made. The Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the Mortgagor, directly or
indirectly, for the payment of any amount required by the Mortgage Loan.



(c) No Outstanding Charges. There are no defaults in complying with the terms of the Mortgage (other than as permitted under Section 5.03(b)) and all taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds with respect to taxes and insurance premiums has been established in accordance with applicable FHA or VA
requirements for every such item which remains unpaid and which has been assessed but is not yet due and payable. The Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other



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than the Mortgagor, directly or indirectly, for the payment of any amount required under the Mortgage Loan, except for interest accruing from the date of the
Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever is greater, to the day which precedes by one month the Due Date of the first installment of principal and interest.



(d) Original Terms Unmodified. The terms of the Mortgage Note and
Mortgage have not been impaired, waived, altered or modified in any respect from the date of their origination except by a written instrument which has been recorded, if necessary to protect the interests of the owner thereof. The substance of any
such waiver, alteration or modification is in accordance with FHA Regulations or VA Regulations as appropriate and no FHA or VA approval of such waiver, alteration or modification is required. The substance of any such waiver, alteration or
modification has been communicated to and approved by the title insurer, to the extent required by the title policy, and its terms are reflected on the Mortgage Loan Schedule. No Mortgagor has been released in whole or in part.



(e) Enforceability; No Defenses. Each Mortgage and Mortgage Note is a
genuine, valid, binding and enforceable document according to its terms (subject to applicable bankruptcy and insolvency laws),and conforms to all applicable laws and regulations, including without limitation the Federal Truthin-Lending Act, as
amended, and Regulation Z. Neither the operation of any of the terms of any Mortgage or Mortgage Note, nor the exercise of any right thereunder, will render the Mortgage or Mortgage Note unenforceable, in whole or in part, or with respect to FHA
Loans, impair an Investors ability to collect full insurance benefits under the FHA Mortgage Insurance Contract, without indemnity to HUD, or, with respect to VA Loans, impair an Investors ability to collect full value under the Loan
Guaranty Certificate upon the Mortgagors default. To the best of Sellers knowledge, the Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense (including without limitation the defense of usury), and no
such right of rescission, set-off, counterclaim or defense has been asserted by legal process with respect thereto.



(f) FHA Mortgage Insurance; VA Loan Guaranty. With respect to each FHA Loan, the Seller has taken all steps required by FHA Regulations (including,
without limitation, (i) the underwriting and closing of such FHA Loan in accordance with FHA Regulations and any conditions imposed by the FHA in its firm commitment which relates to such FHA Loan and (ii) the timely remittance of the
related mortgage insurance premium (MIP) to the FHA in accordance with FHA Regulations) which are a prerequisite to the issuance of the FHA Mortgage Insurance Certificate and the issuance of such certificate is subject only to the completion of
standard FHA clerical procedures. With respect to each VA Loan, the Seller has taken all steps required by VA Regulations (including, without limitation, (i) the underwriting and closing of such VA Loan in accordance with VA Regulations and any
conditions imposed by the VA in its firm commitment which relates to such VA Loan and (ii) the timely remittance of the related funding fee to the VA in accordance with VA Regulations) which are a prerequisite to the issuance of the Loan
Guaranty Certificate and the issuance of such certificate is subject only to the completion of standard VA clerical procedures.



(g) Hazard Insurance. Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by an
insurer acceptable to the FHA, VA or GNMA as applicable in accordance with the requirements thereof against loss by fire, hazards included within an extended coverage liability policy and such other hazards as are customary in the area where the
Mortgaged Property is located. If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance is required by federal regulation and such
flood insurance has been made available) a flood insurance policy meeting the requirements of the applicable guidelines of the Federal Insurance Administration is in effect. All individual insurance policies contain a standard mortgagee clause
naming



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the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder to maintain
the hazard insurance policy at the Mortgagors cost and expense, and flood insurance, if applicable, and on the Mortgagors failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such
Mortgagors cost and expense, and to seek reimbursement therefor from the Mortgagor. The hazard insurance policy and, if applicable, flood insurance policy, is the valid and binding obligation of the insurer, is in full force and effect, and
will be in full force and effect and inure to the benefit of the Purchaser on behalf of the GNMA upon the consummation of the transactions contemplated by this Agreement. The Seller has not engaged in, and has no knowledge of the Mortgagors
having engaged in, any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either.



(h) Coinsurance Claims. There are no uninsured casualty losses or
casualty losses where coinsurance has been (and the Seller has no reason to believe, will be) claimed by an insurance company or where the loss, exclusive of contents, is greater than the recovery, less actual expenses incurred in such recovery from
the insurance carrier.



(i) Condemnation. There is no
proceeding pending or threatened for the partial or total condemnation of any Mortgaged Property, and the Seller has no notice that all or any part of any Mortgaged Property has been or will be condemned.



(j) Compliance with Applicable Laws. Each of the Mortgage Loans has
been originated and serviced in compliance with all applicable requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit
opportunity or disclosure laws and any other laws or regulations referred to in Section 5.02(m).



(k) No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission.



(1) Location and Type of Mortgaged Property. The Mortgaged Property is
located in the state identified in the Mortgage Loan Schedule and consists of a parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or (subject to limitations set forth elsewhere in
this Agreement) (i) manufactured housing, or (ii) an individual condominium unit in a condominium project, or (iii) an individual unit in a planned unit development. No residence or dwelling is a mobile home.



(m) Valid First Lien. The Mortgage is a valid, subsisting and
enforceable first lien on the Mortgaged Property, including all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all
additions, alterations and replacements made at any time with respect to the foregoing. The lien of the Mortgage is subject only to:



(i) the lien of current real property taxes and assessments not yet due and Payable;



(ii) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date
of recording acceptable to FHA, VA or GNMA as applicable and to prudent



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mortgage lending institutions generally and which are specifically referred to in the lenders title insurance policy delivered to the Seller as
originator of the Mortgage Loan and (a) referred to or otherwise considered in the appraisal made in connection with the origination of the Mortgage Loan or (b) which do not adversely affect the appraised value of the Mortgaged Property set forth in
such appraisal; and



(iii) other matters to which like
properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.



Any security agreement, chattel mortgage or equivalent document related to
and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described therein and the Seller has full right to sell and assign the
same to the relevant Agency.



(n) Validity of Mortgage
Documents. The Mortgage Note and the Mortgage are each genuine, and is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms subject to applicable bankruptcy and insolvency laws. All parties to the
Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties.



(o) Pools. Each Mortgage assigned by the Seller to the Purchaser
for inclusion in a Pool meets all eligibility requirements for inclusion in such Pool, in accordance with all GNMA Requirements. The Mortgage Loan Documents to be delivered to the Purchaser or the Custodian shall include all documents necessary in
order for the Custodian to certify the Pools have Final Certification in accordance with applicable GNMA Requirements.



(p) Full Disbursement of Proceeds. Except in the case of escrow for buydown loans permitted under this Agreement and completion escrow which comply
with the Servicing Transfer Procedures, the proceeds of the Mortgage Loan have been fully disbursed including any requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvement and as
to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due under the Mortgage Note or Mortgage.



(q)
Escrow Accounts Current. The Seller has maintained all required Escrow Accounts in accordance with applicable law, the terms of the Mortgage Loans and the requirements of the FHA, VA and GNMA applicable thereto. The Escrow Payments required
by the Mortgage which have been paid to the Seller for the account of the Mortgagor are on deposit in the appropriate Escrow Account. All funds received by the Seller in connection with the Mortgage Loan, including, without limitation, foreclosure
proceeds, fire insurance proceeds for fire losses, condemnation proceeds and principal reductions, have been properly applied or promptly deposited in the appropriate Escrow Account, and all such funds have been applied to reduce the principal
balance of the Mortgage Loan in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by applicable law and the requirements of the FHA, VA and GNMA. The Seller shall provide complete information in accordance
with the Servicing Transfer Procedures regarding any escrow waivers which the Seller has granted.



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(r) Doing Business. All parties which have had any interest in the Mortgage Loan, whether as
mortgagee (including permitted Third Party Lenders), assignee, or otherwise, are (or, during the period in which they held and disposed of such interest, were) (i) in compliance with any and all applicable licensing requirements of the laws of the
state wherein the Mortgaged Property is located, and (ii)(a) organized under the laws of such state, (b) qualified to do business in such state, (c) federal savings and loan associations or national banks having principal offices in such state, or
(d) not doing business in such state, so as to require qualification as a foreign corporation.



(s) Title Insurance. The Mortgage Loan is covered by either (i) an ALTA. lenders title insurance policy or other generally acceptable form of policy or insurance acceptable to the FHA or VA, or (ii) an
attorneys opinion of title and abstract of title, the form and substance of which is acceptable to the FHA or VA as appropriate and to prudent mortgage lending institutions making mortgage loans in the area where the Mortgaged Property is
located as appropriate and each such title insurance policy is issued by a title insurer acceptable to GNMA and qualified to do business in the jurisdiction where the Mortgaged Property is located, and insures the Seller, its successors and assigns,
as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan. GNMA, as assignee of the Sellers rights, is an insured of such lenders title insurance policy, and such lenders policy is in full
force and effect. No claims have been made under such lenders policy, and the Seller has not done any act or omission which would impair the coverage of such lenders policy.



(t) No Defaults. There is no default, breach, violation or event of acceleration existing under the Mortgage or the
Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and neither the Seller nor its predecessors has waived
any default, breach, violation or event of acceleration.



(u)
No Mechanics Liens. There are no mechanics or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the related
Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage or such liens, claims or rights are adequately insured against by the lenders title insurance policy referred to in Section
5.03(s).



(v) Location of Improvements; No
Encroachments. All improvements which were considered in determining the appraised value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property (any such encroachment has been incurred
by applicable title insurance policies) and no improvements on adjoining properties encroach upon the Mortgaged Property unless such encroachment is permitted by applicable FHA or VA Regulations. No improvement located on or being part of the
Mortgaged Property is in violation of any applicable zoning law or regulation.



(w) Origination Average Balance; Payment Terms; Age. Except as permitted under Section 2.07(o), the Mortgage Loan was originated by the Seller. It is anticipated that the average balance of all Mortgage Loans
shall be $86,490. The Mortgage Note is payable each month in equal monthly installments of principal and interest, with interest calculated and payable in arrears. With the exception of the first delivery date, the Mortgage Loans shall have closed
within sixty (60) days prior to the Delivery Date of their respective Pools.



(x) Customary Provisions. The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property
of the material benefits of the security provided thereby, including, (i) in the case of



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a Mortgage designated as a deed of trust, by trustees sale, and (ii) otherwise by judicial foreclosure. There is no homestead or other exemption
available to a Mortgagor which would prevent the sale of the Mortgaged Property by trustees sale or the foreclosure of the Mortgage.



(y) Conformance with FHA, VA and GNMA Standards. Each Mortgage Loan was underwritten in accordance with FHA and VA underwriting standards as
appropriate in effect at the time the Mortgage Loan was originated, and each Mortgage Loan is in conformity with applicable GNMA standards under one of its respective home mortgage purchase programs and the Mortgage Note and Mortgage are on forms
acceptable to GNMA. Notwithstanding the foregoing, all Mortgage Loan Files shall include complete appraisals, where required, which appraisals comply in all respects to FHA or VA requirements as applicable.



(z) Occupancy of the Mortgaged Property. The Mortgaged Property is
lawfully occupied under applicable law. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy thereof, including but not
limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities.



(aa) No Additional Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage.



(bb) Deeds of Trust. In the event the Mortgage is in
the form of a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Purchaser, or
GNMA, or their respective successors and assigns to the trustee under the deed of trust, except in connection with a trustees sale after default by the Mortgagor.



(cc) Condominiums/Planned Unit Developments. If the Mortgaged Property is a condominium unit project it complies with
applicable FHA Regulations or VA Regulations, as appropriate. No more than ten percent (10%) of the Mortgage Loans (by number of Mortgage Loans) are secured by a Mortgaged Property which is a condominium.



(dd) Mobile Homes. None of Mortgage Loans are secured by mobile homes,
i.e, properties that do not comply with HUD Title II or VA title 38 requirements for manufactured housing.



(ee) Transfer of Mortgage Loans. The Assignment of Mortgage, if applicable, is in recordable form and is acceptable for recording under the laws of
the jurisdiction in which the Mortgaged Property is located.



(ff) Buydown Provisions. No Graduated Payments or Contingent Interests. No more than five percent (5%) of the Mortgage Loans (by number of Mortgage Loans) contain a buydown provision pursuant to which Monthly Payments are
paid or partially paid with funds deposited in any separate account established by the Seller, the Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other than the Mortgagor or which contain any other similar provisions which may
constitute a buydown provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature.



(gg) Consolidation of Future Advances. Any future advances made prior
to the Initial Certification Date have been consolidated with the outstanding principal amount secured by the



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Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the
consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagees consolidated interest or by other title evidence acceptable to the applicable
Agency. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan.



(hh) Mortgage Property Undamaged. The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado,
hazardous or toxic substances or other casualty so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended.



(ii) Collection Practices; Escrow Deposits. The origination and
collection practices used with respect to the Mortgage Loan have been in accordance with the Mortgage Loan Documents, applicable law, rules, regulations and requirements and have been in all respects legal and proper. With respect to escrow deposits
and Escrow Payments, all such payments shall be in the possession of the Purchaser as provided in the Servicing Transfer Procedures and GNMA Requirements, and there exist no deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments or other charges or payments due the Seller have been capitalized under the Mortgage or the Mortgage Note.



(jj) Notice of Relief Requested Pursuant to the Soldiers and Sailors Relief Act 1940. The Seller has not received
notice from any Mortgagor or other party with respect to the Mortgage Loans of a request for relief pursuant to or invoking any of the provisions of the Soldiers and Sailors Relief Act of 1940 or any other federal or state law which would have the
effect of suspending or reducing the Borrowers payment obligations under a Mortgage Loan or which would prevent such loan from going into foreclosure.



(kk) Tax Service Contracts. Subject to the provisions of Section 2.07 (m), Seller shall cooperate with Purchaser to ensure that a tax service
contract is in place for each Mortgage Loan with TransAmerican Real Estate Tax Services.



(ll) Prior Servicers and Servicing. There have been no Prior Servicers of any Mortgage Loans other than the Seller. At all relevant times, the Seller has been and will be a FHA, VA, FNMA, and FHLMC-approved
mortgagee, lender and seller/servicer as applicable to the extent required to be approved and fully authorized to originate sell or service the Mortgage Loans. The Seller has serviced all of the Mortgage Loans on its own behalf in compliance with
the terms thereof and with all laws, rules, regulations and requirements in connection therewith and in a manner consistent with the GNMA Requirements that will apply to the Mortgage Loans upon their transfer to GNMA. There has been no occurrence as
of the Delivery Date of any event that could obligate the Purchaser to repurchase any Mortgage Loans in accordance with GNMA Requirements or cause the cancellation of the Servicing Rights or any material changes in procedures with respect to the
Mortgage Loans.



(mm) Origination and Servicing
Practices. There has been no improper act or omission or alleged improper act or omission, or error by the Seller or any employee, agent or representative acting on Sellers behalf, with respect to the origination, underwriting or servicing
of any of the Mortgage Loans. Each Mortgage Loan has been originated and underwritten in compliance with all applicable FHA Regulations and VA Regulations.



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(nn) Eligible Loans and Percent Limitations. The Servicing Rights sold under this Agreement
conform to the specifications in Exhibit B. All loans are either 15 year fixed rate, 30 year fixed rate or one year adjustable rate Mortgage Loans sold to GNMA under the GNMA MBS program. The following characteristics are anticipated to exist for
loans sold under this Agreement:



(i) The percent of 30 year
fixed rate loans is 80% minimum.



(ii) The average loan size
is: $86,490 for fixed rate.



(iii) The maximum weighted
average service fee is .69%.



(iv) The aggregate average
escrow balances expressed as a percent of the aggregate principal balance of loans transferred under this Agreement is one percent (1%).



(v) The Mortgage Loans are current originations and will reflect the normal distribution of interest rates without any adverse selection.



(vi) The weighted average mortgage rate is representative of current
production and reflective of current market interest rates, but in no event is any individual Mortgage Loan interest rate greater than 8.0% for 30 year fixed rate loans and 7.5% for 15 year fixed rate loans



Purchaser and Seller recognize that the criteria on Exhibit B represents limitations of the
servicing to be delivered at the respective Transfer Dates. Both the Purchaser and Seller recognize that flexibility is important as long as the economic value of the servicing to be delivered at the respective Transfer Date is not materially
different from the criteria outlined on Exhibit B.



(oo)
Knowledge of Detrimental Conditions. Seller has no knowledge of any circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor of the Mortgagors credit standing that can reasonably be expected to
cause the Mortgage Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan or the related Servicing Rights.



Section 5.04. Compliance with Percentage Limitations.



The Seller shall be deemed to have complied with the percentage limitations on escrow waivers and on planned unit development, condominium and buydown
loans set forth in Sections 5.03 (cc) and (ff) if the aggregate unpaid principal balance dollar amount of Mortgage Loans having such feature for which Servicing Rights have been transferred hereunder as of each Transfer Date comply with such
limitations. It is expressly understood and agreed that the percentage limits referred to above represent a maximum and not a goal. Seller will not deviate from its standard origination practices for the purpose of trying to achieve the maximum
permitted percentages.



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ARTICLE VI



REMEDIES AND INDEMNIFICATION



Section 6.01. Remedies for Breach of Representations and Warranties of the Purchaser.



It is understood and agreed that the representations and warranties set forth in Section 5.01 shall survive each Initial
Certification Date and the related transfer of Servicing Rights to the Purchaser and shall inure to the benefit of the Seller.



Within thirty (30) days of the earlier of either discovery by or notice to the Purchaser of any material breach of a representation or warranty set forth
in Section 5.01, the Purchaser shall use its best efforts promptly to cure such breach in all material respects.



The Purchaser shall indemnify the Seller and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and other costs and expenses (including any such costs, expenses and attorneys fees incurred in enforcing such right of indemnification) resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a material breach of the Purchasers representations and warranties contained in Section 5.01 or the Purchasers obligations contained in Section 2.08 and Article IV hereof. It is understood and agreed
that the obligation of the Purchaser to indemnify the Seller set forth in this Section 6.01 constitutes the sole remedy of the Seller respecting a breach of such representations and warranties.



Any cause of action against the Purchaser relating to or arising out of the
breach of any representations and warranties made in Section 5.01 shall accrue upon the last of (i) discovery of such breach by the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failure by the Purchaser to cure such breach, and
(iii) demand upon the Purchaser by the Seller for compliance with this Agreement.



Section 6.02. Remedies for Breach of Representations and Warranties of the Seller.



It is understood and agreed that the representations and warranties set forth in Sections 5.02 and 5.03 shall survive the transfer of the Servicing Rights
to the Purchaser, the delivery of the Servicing Files to the Purchaser and termination of this Agreement and shall inure to the benefit of the Purchaser. Upon discovery by either the Purchaser or the Seller of a breach of any of the foregoing
representations and warranties which materially and adversely affects the value of the Servicing Rights or the interest of the Purchaser therein, the party discovering such breach shall give prompt written notice to the other.



Within thirty (30) days of the earlier of either discovery by or notice to
the Seller of any such breach of a representation or warranty set forth in Section 5.02 or Section 5.03, the Seller shall use its best efforts promptly to cure such breach in all material respects, and if such breach cannot be cured, the Seller
shall, at the Purchasers option and within thirty (30) Business Days following receipt by the Seller of notice thereof, pay the Purchaser an amount equal to any unrecovered advances, costs or other expenses incurred by the Purchaser relating
to such breach in accordance with the Purchasers customary and reasonable servicing practices, which amount shall include, in the case of breaches which render any Servicing Rights to be of no further value to the Purchaser, the Purchase Price
for such Servicing Rights. In the event that the Purchaser recovers a previously unrecovered advance subsequent to the Sellers payment thereof in accordance with the foregoing sentence, the Purchaser shall repay such amount to Seller.



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Any payment pursuant to the foregoing paragraph shall be accomplished by the Seller by wire transfer of
immediately available funds to the account designated by the Purchaser.



In addition to such payment obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other
costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, (i) a breach of (a) the Sellers representations and warranties contained in this Agreement or (b) the Sellers
obligations or covenants hereunder, which breach materially and adversely (singly or in the aggregate with like breaches) affects the Purchaser, or (ii) the Sellers errors, omissions, and unresolved HUD review findings in connection with the
Sellers underwriting, processing, or closing of an FHA Loan. Notwithstanding the foregoing, Seller shall not be required to assume the defense of any claim until the Purchaser has pursued other remedies under applicable insurance policies,
government guarantees or tax contracts. The Purchaser shall not be required to commence litigation in connection with such remedies .



Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Sections 5.02 or 5.03 shall
accrue upon the last of (i) discovery of such breach by the Seller or notice thereof by the Purchaser to the Seller, (ii) failures by the Purchaser to cure such breach, and (iii) demand upon the Seller by the Purchaser for compliance with this
Agreement.



Section 6.03. Sellers Substitution,
Repurchase and Related Indemnification Obligations.



Upon
receipt by the Purchaser of notice from (i) GNMA that it has rejected a Mortgage Loan because of defective loan documentation or that the Mortgage Loan is ineligible for inclusion in a Pool under the GNMA Requirements, (ii) the Purchasers
Custodian that a Mortgage Loan is not eligible for Initial or Final Certification or (iii) the FHA that it does not issue or it is withdrawing its FHA Mortgage Insurance Contract, or from the VA that it does not issue or it is withdrawing its VA
Loan Guaranty Agreement with respect to a Mortgage Loan due to problems therewith relating to the origination, processing and underwriting thereof, the Purchaser shall promptly notify the Seller thereof.



In the case of (i) and (ii) and if the notice of rejection from GNMA or
ineligibility from the Custodian permits a substitution of the defective Mortgage Loan, the Seller may provide the Purchaser with an acceptable substitute Mortgage Loan within the time period permitted by GNMA or the Custodian. The Seller shall be
responsible for all costs associated with the removal of the defective Mortgage Loan from the Pool and, to the extent applicable, (a) the reassignment and delivery thereof from GNMA to the Purchaser and from the Purchaser to the Seller and (b) the
assignment and delivery from the Seller to the Purchaser (or the Purchasers Custodian) and from the Purchaser to GNMA of the substitute Mortgage Loan acceptable to GNMA. In the case of (iii), the Seller shall take whatever action is possible
within the time period permitted by GNMA Requirements to correct the problem which gave rise to the FHAs or VAs notice of withdrawal of its insurance or guaranty, as applicable.



The Seller shall repurchase from the Purchaser any Mortgage Loan described in
(i), (ii) or (iii) of this Section 6.03 (including repurchases required because the substitution or corrective action referred to above were not accomplished within the permitted time period).



The repurchase price to be paid by the Seller to the Purchaser shall equal
that repurchase price paid by the Purchaser to GNMA plus all reasonable costs and expenses borne by the Purchaser in connection with the repurchase of such Mortgage Loan from GNMA including, but not limited to, all costs and expenses of Purchaser
incurred to cure such breach and reasonable attorneys fees. In addition,



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the Seller shall repurchase the Servicing Rights with respect to such Mortgage Loan from the Purchaser at the Reimbursement Amount.



At the time of repurchase, the Custodian and the Purchaser shall arrange for
the reassignment of the repurchased Mortgage Loan to the Seller and the delivery to the Custodian of any documents held by GNMA with respect to the repurchased Mortgage Loan pursuant to applicable GNMA Requirements. In the event of a repurchase, the
Purchaser shall, simultaneously with such reassignment, give written notice to the Seller that such repurchase has taken place, and advise the Purchasers Custodian to amend the Mortgage Loan Schedule to reflect the deletion of the repurchased
Mortgage Loan from this Agreement and forward to the Seller all the Mortgage Loan Documents, Servicing Files, related Escrow Accounts and records and documents relating to such Mortgage Loan.



In addition, the Seller shall indemnify and hold harmless the Purchaser and
each of its directors, officers, employees and agents from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses incurred by Purchaser in
accordance with this Section 6.03.



In the event that any
Mortgage Loan becomes ninety (90) days delinquent and is determined to be a Foreclosure Loan within six (6) months of the applicable Sale Date, as defined in 1.25, Seller shall repurchase the Mortgage Loan from the Purchaser and refund the Purchase
Price.



Section 6.04. Additional Indemnification by the
Seller.



The Seller shall indemnify and hold harmless the
Purchaser and each of its officers, directors, employees and agents, as of the date hereof and when the relevant claim arises, from and against, and shall reimburse it or them for, any losses (including loss of Servicing Rights), damages,
deficiencies, claims, causes of action or expenses of any nature (including attorneys fees and foreclosure costs) to the extent relating to or resulting from:



(i) any liabilities of, claims against or obligations of the Seller (whether absolute, accrued, contingent or otherwise,
including, without limitation, any tax claim asserted against the Purchaser with respect to any taxes relating to the operations of the Seller) existing as of or prior to the Transfer Date which were not expressly assumed by the Purchaser pursuant
to this Agreement or pursuant to any instrument of assumption executed by the Purchaser to consummate the sale;



(ii) any claims (other than those based on the Purchasers or Purchasers custodians actions or failure to act) asserted against the
Purchaser by the subscriber of any GNMA MBS relating to any failure to timely deliver such GNMA MBS; and



(iii) any material act or omission or error of the Seller or any employee, agent or representative acting on its behalf occurring between the Assignment
Date and the Transfer Date.



The indemnity provided in this
Section 6.04 shall remain in full force and effect regardless of any investigation made by the Purchaser or its representatives and shall survive the transfer of Servicing Rights and the termination of this Agreement. Upon receipt of written notice
of a claim covered by this indemnity, the Seller shall immediately assume defense of such claim at its own cost and expense, with counsel acceptable to the Purchaser, and the Seller shall be directly responsible for the payment of all costs and
expenses and any award or judgment which may become due as a result of such claim, however, that the Purchaser at its sole option instead may assume defense of such claim and continue to



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be protected under this indemnity if it reasonably believes such assumption is necessary or appropriate to discharge its responsibilities as servicer of the
Mortgage Loans or to preserve its authority and approvals to service the Mortgage Loans. The Seller shall not be entitled to settle, compromise, decline to appeal, or otherwise dispose of any such claim without the consent or agreement of the
Purchaser (which consent will not be unreasonably withheld or delayed) but which may be denied, but not be unreasonably denied, because, among other reasons, it believes in good faith that such settlement, compromise or other disposition is likely
to have an adverse impact on the Purchasers right or ability to enforce other mortgage loans or servicing rights or to preserve its authority and approvals to service the Mortgage Loans.



Section 6.05. Purchasers Indemnification Obligations.



Purchaser shall indemnify and hold harmless the Seller and
each of its officers, directors, employees and agents, as of the date hereof and when the relevant claim arises, from and against and shall reimburse it or them for, any losses, causes of action, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees, and related costs, judgments, and other costs and expenses incurred by Seller to the extent relating to or resulting from:



(i) any breach of Purchasers obligations under the Agency Agreements;



(ii) the non-fulfillment or nonperformance of any covenants, condition or action required of the Purchaser pursuant to this
Agreement;



(iii) any act or omission, or alleged act or
omission or error, of the Purchaser or any employee, agent or representative acting on its behalf, with respect to the servicing of any of the Mortgage Loans occurring after the Settlement Date;



The indemnity provided in this Section 6.05 shall remain in full force and
effect and shall survive the termination of this Agreement. Upon receipt of written notice of a claim covered by this indemnity, the Purchaser shall immediately assume defense of such claim at its own cost and expense, with counsel approved by the
Seller and the Purchaser shall be directly responsible for the payment of all costs and expenses and any award or judgment which may become due as a result of such claims; provided, however, that the Seller at its sole option instead may assume
defense of such claim and continue to be protected under this indemnity if it reasonably believes such assumption is necessary or appropriate. The Purchaser shall not be entitled to settle, compromise, decline to appeal, or otherwise dispose of any
such claim without the consent or agreement of the Seller (which consent will not be unreasonably withheld or delayed).



ARTICLE VII



CLOSING CONDITIONS AND DOCUMENTS



Section 7.01. Purchasers Conditions.



The Purchasers obligation to consummate the purchase of the Servicing Rights pursuant to this Agreement is subject to the satisfaction or waiver by the Purchaser of the conditions enumerated in this Section 7.01
on or prior to Initial Certification Date. In addition, prior to the first Initial Certification Date, the Seller shall have executed and delivered or caused to have executed and delivered the Closing Documents required in Section 7.03.



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(a) The Seller shall have performed in all material respects all of its covenants and agreements
contained herein which are required to be performed by it on or prior to the Initial Certification Date including but not limited to compliance with applicable GNMA Requirements and FHA and VA Regulations; the Servicing Transfer Procedures; and the
obligations of the Seller set forth in Article II hereof.



(b)
All of the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects as of the date such representations and warranties are made.



(c) Prior to the execution of this Agreement, the Purchaser shall have
completed a due diligence review relating to the Mortgage Loans, the GNMA Requirements and the contents of the Servicing Files and the Sellers prior servicing activities and shall have determined in its discretion, that, among other things:
(i) the books, records and accounts of the Seller with respect to the Agencies are in order, (ii) the information provided in the Mortgage Loan Schedule is true and correct, (iii) the Mortgage Loans comply with applicable laws, regulations and all
GNMA Requirements; (iv) there is no missing or improper documentation; and (v) servicing is being performed in a manner consistent with the servicing that the Purchaser shall be required to perform under the GNMA Requirements. During the conduct of
the Purchasers due diligence, the Seller shall provide access to servicing records, loan files and other Seller books and records and will cooperate with the Purchaser in completing such due diligence. In the event that (because of the flow
nature of the transactions contemplated hereunder) Mortgage Loans have not yet been identified or segregated into Pools at the time such initial due diligence is performed, the Seller will make available for review a sample of other Mortgage Loans
and representative Servicing Files with characteristics similar to those of the Mortgage Loans and related Servicing Files.



(d) The approval of the Purchaser of all documentation, and such other agreements and the execution thereof by the Purchaser and the Seller as may be
required to effectuate the transfer of the Servicing Rights by the Seller to the Purchaser in accordance with the GNMA Requirements.



(e) The Sellers payment of the costs of preparing and recording Assignments of Mortgages and/or preparing endorsements of Mortgage Notes, as
required.



(f) The Purchasers determination in its
discretion that the Seller has the financial ability to discharge its indemnification and repurchase obligations as set forth herein.



(g) There shall not have been commenced or, to the knowledge of either party hereto, threatened any action, suit or proceeding which is likely to
materially and adversely affect the consummation of the transactions contemplated hereby.



Section 7.02. Sellers Conditions.



The Sellers obligation to consummate the sale of the Servicing Rights to the Purchaser pursuant to this Agreement is subject to the satisfaction or waiver by the Seller of the following conditions:



(a) The Purchaser shall have performed in all material respects all of its
covenants and agreements contained herein and shall have complied with all GNMA Requirements which are required to be performed or complied with by it on or prior to the first Initial Certification Date.



33



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(b) All of the representations and warranties of the Purchaser contained or incorporated by reference in
this Agreement shall be true and correct in all material respects as of the date such representations and warranties are made.



(c) The approval of the Seller of all documentation, and such other agreements and the execution thereof by the Purchaser and the Seller as may be
required to effectuate the transfer of the Servicing Rights by the Seller to the Purchaser in accordance with the GNMA Requirements.



(d) The Sellers determination in its discretion that the Purchaser has the financial ability to discharge its indemnification obligations as set
forth herein.



(e) There shall not have been commenced or, to
the knowledge of either party hereto, threatened any action, suit or proceeding which is likely to materially and adversely affect the consummation of the transactions contemplated hereby.



Section 7.03. Closing Documents.



The Closing Documents shall consist of fully executed originals of the
following documents:



(a) this Agreement;



(b) a copy of a corporate resolutions of the Seller authorizing the execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by an appropriate officer of the Seller together with such other certificates of incumbency and other evidences of corporate authority as
Purchaser or its counsel may reasonably request;



(c) an
Officers Certificate in the form attached hereto as Exhibit C-1, to the effect that each of the Sellers representations and warranties made in Article V hereof are true and correct and that all of the terms, covenants and conditions of
this Agreement required to be complied with and performed by the Seller at or prior to the date of the first Initial Certification Date have been duly complied with and performed in all material respects; and



(d) an Opinion of Counsel of the Seller, in the form attached as Exhibit D
hereto.



Section 7.04. Closing Documents for Subsequent
Settlements.



In accordance with Section 3.02, the Seller
shall mail or telecopy to the Purchaser prior to each Purchase Price Payment Date, a Monthly Certification signed by an authorized officer of the Seller (either CBC, CMSI, or CBTC, binding on all CBC, CMSI or CBTC) in the form provided in Exhibit
C-2, a monthly invoice provided on paper and on a data disc in a format prescribed by Purchaser, a trial balance of mortgage loans aggregated in a similar manner to the Schedule of Mortgages, Pool Documents supporting the principal balances,
interest rates, net service fee, net guaranty fee, weighted average coupon and other information necessary to support Sellers monthly invoice substantially in the format of Exhibit M.



Section 7.05. Future Covenants of the Seller.



(a) Future On-Site Due Diligence. In anticipation of the reconsideration of
the pricing matrix referred to in Section 8.06, the Seller shall permit the Purchaser to perform a relevant on-site due



34



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diligence review of the Sellers operations. In addition, upon the Purchasers request, the Seller shall permit the Purchaser to perform relevant
on-site due diligence review of the Sellers operations.



(b) Notice of Significant Events. During the period of this Agreement on which the Seller transfers Servicing Rights to the Purchaser, the Seller will promptly notify the Purchaser of the occurrence of any of the following:



(i) any change in the Sellers business address and/or telephone
number.



(ii) any merger, consolidation or reorganization of
the Seller, or any changes in the Sellers ownership by direct or indirect means. Indirect means include any change in ownership of 10% or more of the Sellers direct or indirect corporate parent.



(iii) any change in the Sellers name.



(iv) any increases in capital, alteration of debt/equity ratios, or changes
in management ordered or required by a regulatory authority licensing the Seller.



(v) any significant adverse change in the Sellers financial position.



(vi) termination of employment of senior management with a rank of Senior Vice President or higher.



(vii) entry of any court judgment or regulatory order in which the Seller is
or may be required to pay a claim or claims which, in the Sellers opinion, could have a material adverse effect on the Sellers financial condition.



(viii) the Seller admits to committing, or is found to have committed, a material violation of any law, regulation, or order.



(ix) the initiation of any investigations of the Seller by any third party
including any state or federal agency which could have a material affect on the Sellers ability to perform its delivery, repurchase or indemnification obligations hereunder.



(c) Financial Statements. The Seller has provided the Purchaser with audited financial statements for the year ended
December 31, 1997 and unaudited financial statements as of March 31, 1998, and will provide unaudited quarterly financial statements for each calendar quarter during which Servicing Rights will be transferred hereunder no later than forty-five (45)
days following the end of each calendar quarter.



ARTICLE
VIII



MISCELLANEOUS PROVISIONS



Section 8.01. Costs.



The Seller shall pay any commissions due its salesmen and the legal fees and
expenses of its attorneys, the costs of delivery of the Servicing Files to the Purchaser, the costs of securing Agency commitment authority and the recording fees if applicable with respect to the Assignments of Mortgage to the Purchaser and



35



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Assignments of Mortgage from the Purchaser back to the Seller in the case of broken Pools described in Section 2.03.



Section 8.02. Taxes and Insurance.



Following each Transfer Date and in accordance with the Servicing Transfer
Procedures, the Seller shall promptly provide the Purchaser with all tax and insurance bills related to the Mortgage Loans as available from taxing authorities or insurance carriers.



The Seller shall reimburse the Purchaser for all late payments and expenses identified within four (4) months after the
relevant Transfer Date as a result of the Purchasers late receipt from the Seller of such tax and insurance bills.



Section 8.03. Cooperation.



To the extent reasonably possible, the parties hereto shall cooperate with and assist each other, as requested, in carrying out the purposes of this
Agreement, and they shall comply with all material laws and regulations governing the Servicing Rights and the GNMA Requirements.



Section 8.04. Protection of Confidential Information.



The Seller and Purchaser shall keep confidential and shall not divulge to any Party, without the other partys prior written consent, the purchase
price paid by the Purchaser for the Servicing Rights, any information pertaining to the Mortgage Loans or any borrower thereunder, except to the extent that it is appropriate for the divulging Party to do so in working with legal counsel, auditors,
taxing authorities or other governmental agencies or as required by law.



Section 8.05. Publicity.



The Purchaser and the Seller agree that no press release or similar public announcement or communication shall be released by either party which relates to the execution or performance of this Agreement and the transactions contemplated
hereby; provided, however, that no party shall be restrained, after consultation with the other party, from making such disclosure as it shall be advised by counsel is required by law or by the applicable regulations of any regulatory body or
securities exchange to be made.



Section 8.06. Termination
and Repricing.



The Sellers obligation to sell
Mortgage Loans, Servicing Rights and obligations to the Purchaser and the Purchasers obligation to purchase Mortgage Loans, Servicing Rights and obligations from the Seller under this Agreement shall terminate following the November 1998,
monthly transfer of Mortgage Loans by the Seller to the Purchaser hereunder. In addition, such obligations may be terminated as follows:



At Purchasers option, Purchaser can immediately terminate this Agreement if Purchaser determines there has been deception, fraud, concealment,
non-performance, or material misrepresentation by Seller in any of its duties, obligations, responsibilities or actions in connection with this Agreement, including, but not limited to Sellers; (i) origination, purchase, or servicing of the
Mortgage Loans, (ii) making of any representation or warranties under this Agreement; (iii) performance of its repurchase obligations under this Agreement, as described. These actions are in addition to Purchasers other rights and remedies
under this Agreement.



36



---

At Sellers option, Seller can immediately terminate this Agreement if Seller determines there has
been deception, fraud, concealment, non-performance, or material misrepresentation by Purchaser in any of its duties, obligations, responsibilities or actions in connection with this Agreement, including, but not limited to Purchasers
servicing of the Mortgage Loans or making of any representation or warranties under this Agreement. This action is in addition to Sellers other rights and remedies under this Agreement.



In the event that the Purchaser in its good faith judgment makes a
determination that (i) five percent (5%) or more (based on the number of Mortgage Loans) with respect to which the Servicing Rights have been delivered by the Seller to the Purchaser hereunder were characterized by defects or deficiencies which
could not be reasonably cured within the cure period permitted by GNMA so as to render such Mortgage Loans subject to likely repurchase requests by GNMA, or (ii) in the discretion of the Purchaser, the Seller lacks the financial ability to discharge
its indemnification and repurchase obligations set forth herein, this Agreement may be terminated by the Purchaser. Such termination shall be effective in the case of (i) or (ii), thirty (30) days after the Purchaser provides written notification to
the Seller in accordance with Section 8.07, provided, however, that during such thirty (30) days period, at least 90% of the Mortgage Loans relating to the Servicing Rights transferred to the Purchaser shall not be characterized by the defects or
deficiencies referred to in (i). In the case of termination by the Purchaser because the circumstances described in both (i) and (ii) are present, such termination will be effective immediately upon the Purchasers written notification thereof
to the Seller. Notwithstanding the provisions in this paragraph, Purchaser agrees that any termination hereunder shall not be retroactive to any Sale Date that may have passed but shall apply only to any future Sale Dates.



Section 8.07. Notices.



Except as otherwise provided herein, all demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, return receipt requested, or by telex, telecopy or other written form of electronic communication, if to the Seller, to:



|If to the Purchaser, to: |  | If to the Seller, to:                                                                                                    
|------------------------ |  | -------------------------------------------------------------------------------------------------------------------------
|                         |  |                                                                                                                          
|                         |  | Mr. Anthony P. Meli, Jr. First Vice
President Chase Manhattan Mortgage Corp. 343 Thornall
Street Edison, New Jersey 08837
|                         |  |                                                                                                                          
|cc:                      |  | Steve Rotella Servicing Manager
Chase Manhattan Mortgage Corporation 200 Old Wilson Bridge Road
Worthington, Ohio 43085  



or such other address as may hereafter
be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered
or certified mail, by the date noted on the return receipt).



37



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Section 8.08. Severability Clause.



Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or
is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which
prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the
parties shall negotiate, in good-faith, to develop a structure the economic effect of which is as close as possible to the economic effect of this Agreement without regard to such invalidity.



Section 8.09. Counterparts.



This Agreement may be executed simultaneously in any number of counterparts.
Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.



Section 8.10. Place of Delivery and Governing Law.



This Agreement shall be made in the State of New Jersey. The Agreement shall be construed in accordance with the laws of the State of New Jersey and the
obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of New Jersey, applicable to agreements made and to be performed therein except to the extent preempted by federal law.



Section 8.11. Further Agreements.



The Seller and the Purchaser each agree to execute and deliver to the other
such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement (including but not limited to updates of Exhibits and Schedules to be attached hereto and
incorporated herein).



Section 8.12. Intention of the
Parties.



It is the intention of the parties that the
Seller is selling, and the Purchaser is purchasing only the Servicing Rights to the Mortgage Loans. Accordingly, the parties hereby acknowledge that as of the relevant Delivery Date, GNMA the relevant Agency shall be the sole and absolute owner of
the Mortgage Loans.



Section 8.13. Successors and Assigns;
Assignment of Agreement.



This Agreement shall be
unassignable by either party.



38



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Section 8.14. Waivers.



No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed
by the party against whom such waiver or modification is sought to be enforced.



Section 8.15. Exhibits.



The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.



Section 8.16. General Interpretive Principles.



For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:



(a) the terms defined in this Agreement have the meanings assigned to them in
this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;



(b) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with Generally Accepted Accounting Principles:



(c) references herein to Articles,
Sections, Subsections, Paragraphs, and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;



(d) a reference to a Subsection without further reference to a Section is a
reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;



(e) the words herein, hereof, hereunder and other words of similar import refer to this
Agreement as a whole and not to any particular provision; and



(f) the term include or including shall mean by reason of enumeration.



Section 8.17. Reproduction of Documents.



This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications which may hereafter be executed,
(b) documents received by any party at the closing, and (c) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic
or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.



39



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SCHEDULE OF EXHIBITS



FOR CONTRACT BETWEEN



CRESCENT BANKING COMPANY,

CRESCENT
MORTGAGE SERVICES, INC., AND

CRESCENT BANK & TRUST COMPANY



And

CHASE MANHATTAN MORTGAGE CORPORATION



|EXHIBITNO. |  | ITEM                                                                    |  | CONTRACT REFERENCE                                                
|---------- |  | ----------------------------------------------------------------------- |  | ------------------------------------------------------------------
|           |  |                                                                        
|A          |  | Price Schedule                                                          |  | 1.58 and 3.016                                                    
|           |  |                                                                        
|B          |  | Mortgage Loan Characteristics                                           |  | 2.01, 5.03(nn), 5.03(nn)(vii)                                     
|           |  |                                                                        
|C-1        |  | Officers Certification (signed with Contract)                          |  | 1.48 and 7.03(c)                                                  
|           |  |                                                                        
|C-2        |  | Monthly Certification (signed with each Sale)                           |  | 1.37, 3.02, and 7.02                                              
|           |  |                                                                        
|D          |  | Opinion of Counsel                                                      |  | 1.49 and 7.03(d)                                                  
|           |  |                                                                        
|E          |  | OMITTED                                                                 |  |                                                                   
|           |  |                                                                        
|F          |  | Servicing Transfer Procedures: Cenlar Coissue                           |  | 1.63, 2.07(f), (i) and (l), 5.03(p), (q) and (ii), 7.01(a)and 8.02
|           |  |                                                                        
|G          |  | Mortgage Loan Delivery Procedures: CLA Sub-Servicer, Bank One Custodian |  | 1.5, 1.43, 1.61, 2.06, 2.07(e)and 2.07(l)                         
|           |  |                                                                        
|H          |  | OMITTED                                                                 |  |                                                                   
|           |  |                                                                        
|I          |  | PSA Settlement Dates                                                    |  | 1.64 and 1.67                                                     
|           |  |                                                                        
|J          |  | EDP Magnetic Tape Record Layout                                         |  | 2.07(b) and 1.61                                                  
|           |  |                                                                        
|K          |  | Warehouse Release LetterFormat                                         |  | Page 13                                                           
|           |  |                                                                        
|L          |  | Corporate Resolution                                                    |  | Page 35, 7.03(b)                                                  
|           |  |                                                                        
|M          |  | Monthly Billing Format                                                  |  | 3.02 and 7.04                                                     



---

EXHIBIT A



PRICING EXHIBIT



FOR



CRESCENT MORTGAGE SERVICES



EFFECTIVE FOR POOL ISSUE DATES AND SALES
DATES

JUNE 1998 THROUGH NOVEMBER 1998

Monthly Coissue Sale and Transfer



|MATURITY      |  | GNMA
|------------- |  | ----
|30 Year fixed |  | 2.40
|15 Year fixed |  | 1.95



| |  | The Purchase Price will increase for excess service fee calculated at the pool level based on the following price ratios for each basis point of excess service fee or increment
thereof, rounded to four decimal places (e.g., .xxxx%) The maximum monthly weighted average service fee for all GNMA pools is .69.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|30 Year |  | 5:1
|------- |  | ---
|15 Year |  | 4:1



Purchase Price Adjustments:



| |  | $69/loan will be charged for life of loan TransAmerica Tax Contracts, if applicable
| | - | -------------------------------------------------------------------------------------



| |  | $9/loan will be charged for FDSI Flood Contracts, if applicable
| | - | ---------------------------------------------------------------



| |  | A set up fee of $5.00 per loan.
| | - | -------------------------------



Initials Seller       /s/    Illegible

Initials Purchaser /s/    Illegible



---

EXHIBIT B



CRESCENT MORTGAGE COMPANY



MORTGAGE LOAN CHARACTERISTICS



|Monthly Sales and Transfers                 |  | $15 miflion-$20 million                                                                                                                      
|------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|                                            | 
|Total Contract (6 months)                   |  | $90 million-$120 million                                                                                                                     
|                                            | 
|Re-Pricing                                  |  | Six Months                                                                                                                                   
|                                            | 
|Type of Servicing                           |  | GNMA                                                                                                                                         
|                                            | 
|Maximum Weighted Average Net Servicing Fee: |  | 0.69%                                                                                                                                        
|                                            | 
|Maximum Interest Rate:                      |  | 8.0%-30 year, 7.5% 15 year                                                                                                                   
|                                            | 
|State/Geo Breakdown:                        |  | AL 18%, GA 74%, NC 8%, SC 10%, TN 10%                                                                                                        
|                                            | 
|Minimum Average Loan Balance                |  | $86,490                                                                                                                                      
|                                            | 
|Term:                                       |  | 30 Yr Fixed 90% 15 Yr Fixed
10%                                                                                                              
|                                            | 
|Weighted Average Escrow                     |  | 1% (as a percentage of principal balance for escrowed loans) 100% of the mortgage loans are accompanied by an escrow for taxes and insurance.
|                                            | 
|Age of Loans:                               |  | £60 days of each Sale Date; 5% may be beyond 60 days                                                                                         
|                                            | 
|Property Types:                             |  | Minimum 97% single family Maximum 10%
condominium and PUD combined Maximum 3% 2-4; Maximum 1% 3-4 family                                     
|                                            | 
|Owner Occupancy:                            |  | 100%                                                                                                                                         
|                                            | 
|Buydowns and Interest Rate Subsidies:       |  | <10% of the number of loans delivered                                                                                                        
|                                            | 
|Third Party Loans:                          |  | 100% Maximum                                                                                                                                 



|* | All percent limitations are expressed as a percentage of the principal balance of the loan servicing purchased and delivered unless expressed otherwise in this Agreement.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---

IN WITNESS WHEREOF,the Purchaser and the Seller have caused their names to be signed hereto by
their respective officers thereunto duly authorized as of the date first above written.



|CHASE MANHATTAN MORTGAGE CORPORATION (Purchaser) |  |                             |  | 
|------------------------------------------------ |  | --------------------------- |  | 
|                                                 |  |                             |  | 
|By:                                              |  | /s/    ANTHONY P. MELI, JR. |  | 
|                                                 |  |                             |  | 
|Name:                                            |  | Anthony P. Meli, Jr.        |  | 
|Title:                                           |  | First Vice President        |  | 



|CRESCENT BANKING COMPANY (Seller) |  |                              |  | 
|--------------------------------- |  | ---------------------------- |  | 
|                                  |  |                              |  | 
|By:                               |  | /s/    J. DONALD BOGGUS, JR. |  | 
|                                  |  |                              |  | 
|Name:                             |  | J. Donald Boggus, Jr.        |  | 
|Title:                            |  | President & CEO              |  | 



|CRESCENT MORTGAGE SERVICES (Seller) |  |                  |  | 
|----------------------------------- |  | ---------------- |  | 
|                                    |  |                  |  | 
|By:                                 |  | /s/    ILLEGIBLE |  | 
|                                    |  |                  |  | 
|Name:                               |  | Illegible        |  | 
|Title:                              |  | A.V.P.           |  | 



|CRESCENT BANK & TRUST COMPANY (Seller) |  |                            |  | 
|-------------------------------------- |  | -------------------------- |  | 
|                                       |  |                            |  | 
|By:                                    |  | /s/    ROBERT C. KENKNIGHT |  | 
|                                       |  |                            |  | 
|Name:                                  |  | Robert C. KenKnight        |  | 
|Title:                                 |  | Exec. V.P.                 |  | 



40



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EXHIBIT C-l



OFFICERS CERTIFICATE



I,
                            a duly authorized officer of
                             (the Seller) under the Agreement for the Purchase of Servicing dated as of
                                    , 1996 between Chase Manhattan
Mortgage Corporation (the Purchaser) and the Seller hereby certify to the Purchaser pursuant to the Agreement that:



1. The Seller has complied in all material respects with all provisions of the Agreement, Agency Requirements, and the Servicing Transfer Procedures
(except to the extent later compliance is expressly authorized therein) applicable to Seller.



2. All Sellers representations and warranties included in Sections 5.02 and 5.03 of the Agreement are true and correct in all materiel respects as of the date hereof and the Sale Date.



3. Without limiting the generality of the foregoing and as of the Sale Date
and the date hereof (i) the Mortgage Loans Schedules delivered to GNMA and FHA were and are true, correct and complete, and (ii) the Servicing Rights were not and are not subject to any lien, pledge or other encumbrance.



4. The Sellers accounting method with respect to the service fees
associated with the Servicing Rights sold under the Agreement conforms to the Safe Harbor provisions of Revenue Ruling 91-46. This is in effect and will continue to remain in effect for the Servicing Rights delivered under the Agreement.



5. There has been no material adverse change in the
Sellers financial conditions since the date of the Sellers most recent financial Statements delivered to the Purchaser which would affect the Sellers ability to perform all of its obligations under the Agreement.



IN WITNESS WHEREOF, the undersigned has set his hand hereunto this ___ day of
______________, 1996.



By:Title:




---

EXHIBIT C-2



MONTHLY CERTIFICATE



I _________________ a duly authorized officer of ___________________ (the Seller) under the Agreement for the Purchase of GNMA Servicing dated as of
______________, 199_ between Chase Manhattan Mortgage Corporation (the Purchaser) and the Seller hereby certify to the Purchaser pursuant to the Agreement on the Sale Date schedule for ______________, 199_ with respect to all Servicing
Rights transferred to the Purchaser pursuant to the Agreement for which payment is due to the Seller on the Purchase Price Date for:



1. The Seller has complied in all material respects with all provisions of the Agreement, the Servicing Transfer Procedures (except to the extent later
compliance is expressly authorized therein) applicable to Seller.



2. All Sellers representations and warranties included in Sections 5.02 and 5.03 of the Agreement are true and correct in all materiel respects as of the date hereof and the Sale Date.



3. Without limiting the generality of the foregoing and as of the Sale Date
and the date hereof (i) the Mortgage Loans Schedules delivered to GNMA, FHA and VA were and are true, correct and complete, and (ii) the Servicing Rights were not and are not subject to any lien, pledge or other encumbrance.



4. The Sellers accounting method with respect to the service fees
associated with the Servicing Rights sold under the Agreement conforms to the Safe Harbor provisions of Revenue Ruling 91-46. This is in effect and will continue to remain in effect for the Servicing Rights delivered under the Agreement.



5. There has been no material adverse change in the
Sellers financial conditions since the date of the Sellers most recent financial Statements delivered to the Purchaser which would affect the Sellers ability to perform all of its obligations under the Agreement.



IN WITNESS WHEREOF, the undersigned has set his hand hereunto this ___ day of
______________, 1996.



By:Title:




---

EXHIBIT D

OPINION OF COUNSEL



,199



Dear Sir or Madam,



I am General Counsel to
                                    , a
                                     corporation (Seller)
and in such capacity am familiar with the Agreement for the Purchase of GNMA Servicing dated as of June, 1998,
                                     between Chase Manhattan Mortgage
Corporation (Purchaser) and Crescent Banking Company, Crescent Mortgage Services, and Crescent Bank & Trust Company, the Seller (hereinafter referred to as the Agreement).



In that connection, I have been provided with the originals or copies
authenticated or certified to my satisfaction, of records of the Seller, of communications and certificates of public officials and the officers of the Seller, and upon such other documents, and have made such other examination and investigations,
as I have deemed necessary as a basis for the opinions hereinafter expressed. As to certain matters of fact of which I have no independent knowledge, I have also relied upon representations and certificates of public officials and officers and other
representatives of the Seller, as well as resolutions adopted by the Board of Directors and officers of the Seller.



I have assumed the genuineness of all signatures and the certifications of all documents submitted to me as originals and conformity to original documents
of all documents submitted to me as copies hereof. For the purposes of this opinion, I have assumed that you have all requisite power and authority and have taken all necessary corporate actions to execute and deliver the Agreement to effect the
transactions contemplated thereby.



This opinion is rendered
pursuant to Section 6.03 of each of the Agreements. Capitalized terms used herein have the meanings given them in the Agreements.



---

Based on the foregoing, it is my opinion that:



1. Seller is a corporation duly organized and validly existing in good
standing under the laws of the State of Georgia;



2. Seller has
all requisite corporate power and authority to execute and enter into the Agreements and to perform the obligations required of Seller thereunder and under the other documents, instruments and agreements referred to therein or required to be
executed by Seller pursuant thereto. The execution and delivery of the Agreements and all other documents, instruments and agreements to be executed and delivered by Seller pursuant thereto, and the consummation of the transactions contemplated
thereby, have each been duly validly authorized by all necessary corporate action of the Seller. Assuming due authorization, execution and delivery of the Agreements by the Purchaser, the Agreements constitute the legal, valid and binding agreements
of the Seller enforceable i accordance with their respective terms except that the enforceability thereof (i) may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting
the rights of enforceability is considered in a proceeding in equity or at law.



3. The execution, delivery and performance of the Agreements by Seller, it compliance with the terms thereof and consummation of the transactions contemplated thereby in accordance with the terms thereof will not
violate, conflict with, result in a breach of, give rise to any right of termination, cancellation or acceleration, constitute a default under, by prohibited by or require any approval under (i) Sellers certificate of incorporation or by-laws,
(ii) any material instrument or agreement to which Seller is a party or by which Seller is bound or which affects the servicing performed by Seller, or (iii) any law, rule, regulation, ordinance, order, injunction or decree applicable to Seller or
to the servicing performed by Seller.



4. The Servicing Rights
are free and clear of all liens, claims, security interests and encumbrances.



Very truly yours,



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EXHIBIT E



OMITTED



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[LOGO]



EXHIBIT F



SERVICING TRANSFER PROCEDURES



CONCURRENT DELIVERY



CENLAR LOAN ADMINISTRATION



|                                  | 
|--------------------------------- | 
|Change Notices                    | 
|                                  | 
|Goodbye Letter                    | 
|                                  | 
|Customer Service Telephone Number | 
|                                  | 
|Correspondence Address            | 
|                                  | 
|Key Contact                       | 



1



---

[LOGO]



EXHIBIT F



SERVICING TRANSFER PROCEDURES



CONCURRENT DELIVERY



GENERAL SERVICING REQUIREMENTS AT TIME OF MONTHLY TRANSFER TO CMMC



GENERAL REQUIREMENTS



|A. | SELLERS SIGNED CERTIFICATION
|-- | ----------------------------



Seller confirms that with each and every servicing transfer that the representations and warranties made in the Purchase and Sale Agreement between the
Seller and the Purchaser are in effect as of the Sale Date.



|B. | PRINT OUTS OF LOAN DATA
|-- | -----------------------



Sufficient data is provided in the monthly transfer to enable Purchaser to prepare reports containing the following information:



| |  |  | Loan Number
| | - |  | -----------



| |  |  | Original loan amount
| | - |  | --------------------



| |  |  | Term of loan
| | - |  | ------------



| |  |  | Maturity date
| | - |  | -------------



| |  |  | First payment due date
| | - |  | ----------------------



| |  |  | P&I payment
| | - |  | -----------



| |  |  | Name and mailing address
| | - |  | ------------------------



| |  |  | Property address
| | - |  | ----------------



| |  |  | Escrow amount
| | - |  | -------------



| |  |  | Total payment
| | - |  | -------------



| |  |  | Unpaid principal balance
| | - |  | ------------------------



| |  |  | Escrow balance
| | - |  | --------------



| |  |  | Next payment due
| | - |  | ----------------



| |  |  | Social security number
| | - |  | ----------------------



| |  |  | Interest rate
| | - |  | -------------



| |  |  | Service fee rate
| | - |  | ----------------



| |  |  | Type loan
| | - |  | ---------



2



---

|C. | RECONCILIATION REPORTS
|-- | ----------------------



Seller will provide sufficient information to enable Purchaser to prepare the following reports:



| |  | Trial balance as of cut-off date, one sort by CMMC Number, one sort by investor, then Pool Number.
| | - | --------------------------------------------------------------------------------------------------



| |  | Current suspense trial balance
| | - | ------------------------------



| |  | Trial balance on delinquent loans
| | - | ---------------------------------



| |  | Trial balance on buydown loans
| | - | ------------------------------



| |  | Prepaid loans report as of cutoff date
| | - | --------------------------------------



| |  | Curtailment collection reports as of cutoff date
| | - | ------------------------------------------------



| |  | Loans paid in full
| | - | ------------------



|D. | CROSS REFERENCE REPORTS
|-- | -----------------------



Seller will provide sufficient information to enable Purchaser to prepare the following reports:



| |  | Payee codes cross-reference, taxes, hazard insurance, PMI
| | - | ---------------------------------------------------------



| |  | State code cross reference
| | - | --------------------------



| |  | Seller loan number, Chase loan number, and Insurer loan number cross reference.
| | - | -------------------------------------------------------------------------------



|E. | WIRE TRANSFER OF FUNDS FROM SELLER TO CMMC
|-- | ------------------------------------------



Seller will provide funds for escrows, buydowns, and all items related to the mortgage loans:



| |  | no latter than the 27thday of the month.
| | - | ----------------------------------------



|F. | REPORTS AND/OR RECORDS FOR EACH LOAN
|-- | ------------------------------------



Seller will provide sufficient information to enable Purchaser to prepare the following reports:



| |  | Interest on Escrow:
| | - | -------------------



| | 1. | List of non-escrow loans with escrow balances and a list of non-escrow loans with escrow payments.
| | -- | --------------------------------------------------------------------------------------------------



| | 2. | Seller certifies that all 1099 forms have been prepared and have been, or will be, mailed reflecting interest on escrow paid to borrowers for the period of January through the
Transfer Date.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3



---

| |  | Information required on buydown loans:
| | - | --------------------------------------



| | 1. | Remaining buydown funds with a detailed listing, by loan number.
| | -- | ----------------------------------------------------------------



|G. | INVESTOR REPORTING
|-- | ------------------



| |  | GNMA: Reports and Files Required:
| | - | ---------------------------------



Complete original GNMA pool files should include:



| |  |  | 11705s
| | - |  | -------



| |  |  | 11706s
| | - |  | -------



| |  | MBS Security Information Required (GNMA I only):
| | - | ------------------------------------------------



| | 1. | Listing of current security holders to include name, address, tax identification number, and pro-rata share.
| | -- | ------------------------------------------------------------------------------------------------------------



| | 2. | Transfer advices.
| | -- | -----------------



| |  | FNMA MBS and FNMA Whole Loans: Reports and Files Required:
| | - | ----------------------------------------------------------



Complete original FNMA pool files to include:



| |  |  | 2005s
| | - |  | ------



| |  |  | Reconciliation of pool principal balance to security balances
| | - |  | -------------------------------------------------------------



| |  |  | Trial balance as of cutoff
| | - |  | --------------------------



| |  |  | Prepaid and Delinquent Loans reports as of cutoff
| | - |  | -------------------------------------------------



| |  |  | Curtailment collection reports as of cutoff
| | - |  | -------------------------------------------



| |  | FHLMC: Reports and Files Required:
| | - | ----------------------------------



| | 1. | Copies of original Funding Reports (forms 15 and 15 A)
| | -- | ------------------------------------------------------



| | 2. | Trial Balance
| | -- | -------------



| | 3. | Prepaid and Delinquent Loans Reports
| | -- | ------------------------------------



| | 4. | Curtailment Collection Report
| | -- | -----------------------------



| | 5. | Loans paid in full
| | -- | ------------------



|H. | TAX
|-- | ---



| |  | Seller will provide data sufficient to enable Purchaser to prepare the following Reports and Records:
| | - | -----------------------------------------------------------------------------------------------------



| |  |  | Listing of all overdue taxes and/or assessments as of transfer date
| | - |  | -------------------------------------------------------------------



| |  |  | Provide tape to tax service providing legal descriptions and tax/parcel ID numbers
| | - |  | ----------------------------------------------------------------------------------



| |  |  | Verification of transfer notification to tax service, if applicable
| | - |  | -------------------------------------------------------------------



| |  |  | List of loans missing contract number
| | - |  | -------------------------------------



| |  | Provide reverse/adds tape, if applicable to TransAmerica
| | - | --------------------------------------------------------



4



---

|I. | HAZARD INSURANCE
|-- | ----------------



| |  | Seller will provide current insurance policies included in each Servicing Loan File as applicable:
| | - | --------------------------------------------------------------------------------------------------



| | 1. | homeowners or fire and extended coverage policy
| | -- | ------------------------------------------------



| | 2. | flood insurance policy
| | -- | ----------------------



| | 3. | catastrophe policies
| | -- | --------------------



| | 4. | boiler insurance policy
| | -- | -----------------------



| | 5. | PMI policy
| | -- | ----------



| | 6. | All other policies, correspondence, or information applicable
| | -- | -------------------------------------------------------------



|J. | LOSS DRAFTS
|-- | -----------



| |  | Seller has provided sufficient data to Purchaser to enable the preparation of the following reports:
| | - | ----------------------------------------------------------------------------------------------------



| | 1. | Listing of all loans having a loss draft pending
| | -- | ------------------------------------------------



| | 2. | Loss draft files for each loan which contains for the following information:
| | -- | ----------------------------------------------------------------------------



| |  | Date of loss
| | - | ------------



| |  | Cause of loss
| | - | -------------



| |  | Amount of loss
| | - | --------------



| |  | Amount of insurance proceeds received to date
| | - | ---------------------------------------------



| |  | Amount of insurance proceeds released to customer to date
| | - | ---------------------------------------------------------



| |  | Number of outstanding claims and total dollar amount of claim dollars held
| | - | --------------------------------------------------------------------------



| |  | Information received from contractors or record of conversation with contractors Correspondent from and/or record of conversation with borrowers and insurance companies
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Status report on repairs
| | - | ------------------------



| |  | Inspection reports, if any
| | - | --------------------------



| |  | Report on receipt of future proceeds, if expected
| | - | -------------------------------------------------



| |  | Record of any special consideration agreed upon with customer prior to transfer
| | - | -------------------------------------------------------------------------------



| |  | Check payable to Chase Manhattan Mortgage Corporation representing monies in a restricted field for loss drafts with a detailed listing by loan number, showing how the funds are to
be applied
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|K. | MIP/PMI
|-- | -------



Certification that a Notice of Change of Servicer has been made to Mortgage Insurer (PMI) (FHA) (VA).



|L. | BORROWER NOTIFICATION OF TRANSFER
|-- | ---------------------------------



| | 1. | Good-bye Letter (Sellers Good-bye letters must be approved by Purchaser).
| | -- | --------------------------------------------------------------------------



5



---

[LOGO]



SERVICING TRANSFER PROCEDURES



VALIDATING REQUIREMENTS AT TIME OF

TESTING PRELIMINARY DATA PRIOR TO TRANSFER



CONCURRENT DELIVERY



INFORMATION REQUIRED ON BUYDOWN LOANS



| |  | Listing of all buydown loans included in transfer; listing/printout should include:
| | - | -----------------------------------------------------------------------------------



| |  |  | Original loan amount
| | - |  | --------------------



| |  |  | First payment due date
| | - |  | ----------------------



| |  |  | Remaining buydown funds
| | - |  | -----------------------



| |  |  | Date next payment is due
| | - |  | ------------------------



| |  |  | Total P&I payment
| | - |  | -----------------



| |  |  | Homeowners current P&I payment amount
| | - |  | --------------------------------------



| |  |  | Current subsidized payment amount & next subsidy amount
| | - |  | -------------------------------------------------------



| |  |  | Total current payment including escrow
| | - |  | --------------------------------------



| |  |  | Next subsidy charge date
| | - |  | ------------------------



INFORMATION REQUIRED ON ARM LOANS (IF APPLICABLE)



List of all ARM Plans or Basis Codes with full explanation of all adjustment related parameters for each. This should include, but not be limited to, the look back period, frequency of rate change, frequency of rate
change, frequency of payment change, change caps, floor/maximum decrease, ceiling/maximum increase, and change calculation routine. Also, include first change limitations if different than that of other change parameters.



TAX INFORMATION



| |  | Payee listing indicating the following for each payee:
| | - | ------------------------------------------------------



| |  |  | Name
| | - |  | ----



| |  |  | Address
| | - |  | -------



| |  |  | Due dates
| | - |  | ---------



| |  |  | Term
| | - |  | ----



| |  |  | Type
| | - |  | ----



| | 1) | Multi-parcel listing by loan
| | -- | ----------------------------



| | 2) | Definitions for tax types and/or flags (example: County=312)
| | -- | ------------------------------------------------------------



| | 3) | List of co-op loans
| | -- | -------------------



| | 4) | Information concerning existing tax service
| | -- | -------------------------------------------



6



---

HAZARD INSURANCE INFORMATION



| |  | The following information is needed for escrow detail:
| | - | ------------------------------------------------------



| | 1) | Payee (agent or carrier)
| | -- | ------------------------



| | 2) | Policy expiration date
| | -- | ----------------------



| | 3) | Coverage amount (not applicable for FHA/PMI records)
| | -- | ----------------------------------------------------



| | 4) | Last premium paid for FHA or PMI policies
| | -- | -----------------------------------------



| |  | Binders/Force Placed Coverage - Hazard/Flood:
| | - | ---------------------------------------------



| | 1) | Name and phone number of Force Placed Carrier
| | -- | ---------------------------------------------



| | 2) | Information on when, or if, the policies will be canceled by the carrier
| | -- | ------------------------------------------------------------------------



| |  | Flood Determination carrier:
| | - | ----------------------------



| | 1) | Name and phone number of flood determination company
| | -- | ----------------------------------------------------



MIP/PMI INFORMATION



| |  | Information Required on MIP/PMI:
| | - | --------------------------------



| | 1) | Method of MIP payment
| | -- | ---------------------



| | 2) | Next premium due
| | -- | ----------------



| | 3) | MIP year to date amount paid for each loan
| | -- | ------------------------------------------



| | 4) | Identify monthly payment plans (up front or yearly)
| | -- | ---------------------------------------------------



| | 5) | Amount of annual premium
| | -- | ------------------------



| | 6) | FHA case number and section of the Act, ADP code
| | -- | ------------------------------------------------



| | 7) | Last remit date
| | -- | ---------------



| | 8) | Monthly MIP escrow amount
| | -- | -------------------------



| | 9) | Original appraised property value
| | -- | ---------------------------------



| | 10) | PMI information to be provided:
| | --- | -------------------------------



| |  | Sellers ID number
| | - | ------------------



| |  | Certificate number
| | - | ------------------



| |  | PMI Carrier
| | - | -----------



| |  | Maturity date of loan
| | - | ---------------------



| |  | Original loan amount
| | - | --------------------



| |  | Amount of annual premium or monthly premium
| | - | -------------------------------------------



| |  | PMI rate
| | - | --------



| |  | Current month due
| | - | -----------------



| |  | Date PMI was last paid
| | - | ----------------------



| |  | Original appraised value
| | - | ------------------------



| |  | List of PMI carriers and definition of PMI codes
| | - | ------------------------------------------------



7



---

CRESCENT MORTGAGE

EXHIBIT G (CLA)

Page 1 of 2



Servicing Loan File Delivery Procedures: Co-Issue

CENLAR LOAN ADMINISTRATION (CLA) AS SUB-SERVICER



|1) | Loan Servicing Files Must Be Delivered To CLA Prior to Funding
|-- | --------------------------------------------------------------



Files must be delivered by the Transfer Date, but no later than the end of the month. Chase cannot fund without confirmation
of the delivery of loan servicing files.



|2) | Deliver loan servicing files to:
|-- | --------------------------------



Cenlar Loan Administration, 425 Phillips Blvd., Trenton,NJ 08618

Attn: Donna Lynch; Telephone (609) 883-3900



Supplemental Filing:



Cenlar Loan Administration, 425 Phillips Blvd., Trenton,NJ 08618

Attn: Donna Lynch; Telephone (609) 883-3900

(Include a transmittal cover sheet and Chases 10-digit loan number)



|3) | Servicing File Format
|-- | ---------------------



|Labels:      |  | Last Name, First Name Address,
City/State/Zip                                                                                                                                               |  | Chases 10 digit loan number |  | 
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- |  | 
|             | 
|File Format: |  | Integrity File Control Form (form provided by Chase) Copies of documents listed on the Integrity File Control Form Copies of closing documents Credit/Underwriting File Application Package



|4) | Final Documentation
|-- | -------------------



Recorded Mortgages/Deeds of Trust, Title Insurance Policy, Recorded Assignments, Mortgage Insurance Certificationes identified with Chases 10 digit
loan number and pool number and Sellers Loan Number: include transmittal cover sheet for return receipt.



Chase Manhattan Mortgage Corporation

1500
North 19th Street

Monroe, Louisiana 71201

Attn: Post Production Services - Third Floor, South



Final Document Receipt, Research & Resolution

T. J. Cox
        (318) 329-1528 phone

(318) 340-3578 fax



October 15, 1997



---

CRESCENT MORTGAGE

EXHIBIT G



Page 2 of 2



CUSTODIAL FILE DELIVERY REQUIREMENTS : CO-ISSUE



|5) | Delivery Custodial Files to Chases Custodian, Bank One
|-- | -------------------------------------------------------



File delivery must occur by the Transfer Date, but no later than the Funding Date.



|Bank One Trust Company, N.A.                                           |  | Contact: Dustie Heisler |  | Custodian No. |  |            
|---------------------------------------------------------------------- |  | ----------------------- |  | ------------- |  | -----------
|1040 Oliver Road                                                       |  | (318) 388-4156 phone    |  | GNMA          |  | 131        
|Monroe, Louisiana 71201                                                |  | (310) 323-4369 fax      |  | FHLMC         |  | 1000153    
|Attn: Initial Certification Department (or Recertification Department) |  |                         |  | FNMA          |  | 20000256647



Package files in pool
number order with Chase Loan Number and Correspondent Seller Loan Number on Folder Tab Label.



Contents:

Original Note and riders (endorsed from Seller to Chase Manhattan Mortgage Corporation)

Required Assignments of Mortgage/Deed of Trust

Original Allonge/Endorsement from 3rd party to Seller, if applicable

Power of Attorney, if applicable

Name Affidavit, if applicable

Pool Documents (FHLMC 996/1034/15A; HUD 1706/1711A/1711B; FNMA 2005)

GNMA/FNMA/FHLMC Approval of Transfer

Initial Certification from Sellers Custodian, if applicable

Chase 10 Digit Loan Number and Pool Number Shown on Each Folder Tab Label

Assignment Agreement



Manual Set-Up Requirements



|6) | In addition to the above, a Data Input Sheet, a copy of the Integrity File Control Form along with copies of the documents listed on the Integrity File Control Form
must be received no later than the 15th day of the month of Transfer. Send to:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Cenlar Loan Administration

425
Phillips Blvd., Trenton, New Jersey 08618



|Label |  | Last Name, First Name                         Chase 10 digit ID
 Number
|----- |  | -----------------------------------------------------------------------
|      |  | Addresss, City, State, Zip                     Seller
Name             



October 15, 1997



---

EXHIBIT H



OMITTED



---

[GRAPHIC]



---

RECORD LAYOUT FOR COISSUE ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                       |  | FORMAT       |  | DESCRIPTION                                                                                        
|--------- |  | ------------------------------------------------ |  | ------------ |  | ---------------------------------------------------------------------------------------------------
|          |  |                                                  | 
|          |  | LAYOUT FOR 021-1 RECORD - BASIC LOAN INFORMATION |  |              |  |                                                                                                    
|          |  |                                                  | 
|1-3       |  | TRAN CODE                                        |  | 3 POS NUM    |  | 021                                                                                              
|          |  |                                                  | 
|4         |  | BLANK                                            |  | 1 POS ALPHA  |  | BLANK                                                                                              
|          |  |                                                  | 
|5         |  | COMPANY #                                        |  | 1 POS NUM    |  | ALWAYS 1                                                                                         
|          |  |                                                  | 
|6-13      |  | CHASE LOAN #                                     |  | 8 POS NUM    |  | TO BE ASSIGNED; WILL BE AN 8 POSITION NUMBER WITH NO CHECK DIGIT                                   
|          |  |                                                  | 
|14        |  | SUB CODE                                         |  | 1 POS NUM    |  | 1                                                                                                
|          |  |                                                  | 
|15-17     |  | BRANCH #                                         |  | 3 POS NUM    |  | HARD CODE FROM LOAN # - 1ST 3 POS                                                                  
|          |  |                                                  | 
|18-22     |  | INVESTOR #                                       |  | 5 POS NUM    |  | TO BE ASSIGNED; WILL BE A 5 DIGIT NUMBER                                                           
|          |  |                                                  | 
|          |  |                                                  |  |              |  | 50600 - GNMA I                            
50604 - FNMA CASH                                       
|          |  |                                                  | 
|          |  |                                                  |  |              |  | 50601 - FNMA MBS                       50605 - FNMA
EXPRESS                                        
|          |  |                                                  | 
|          |  |                                                  |  |              |  | 50602 - GNMA II                                                                                    
|          |  |                                                  | 
|          |  |                                                  |  |              |  | 50603 - FHLMC                                                                                      
|          |  |                                                  | 
|23-33     |  | ACCOUNT #                                        |  | 11 POS NUM   |  | THIRD PARTY INVESTOR LOAN NUMBER (FOR FNMA , GNMA OR FHLMC). IF GNMA ,DEFAULT TO CHASE LOAN NUMBER.
|          |  |                                                  | 
|34        |  | TYPE                                             |  | 1 POS ALPHA  |  | C - CONVENTIONAL, F - FHA, V - VA                                                            
|          |  |                                                  | 
|35-41     |  | INTEREST RATE {CURRENT}                          |  | 7 POS NUM    |  | 11.375% = 1137500                                                                                
|          |  |                                                  | 
|42-48     |  | SERVICE FEE RATE                                 |  | 7 POS NUM    |  | GROSS SERVICE FEE, DEFINED AS THE LOANS NOTE RATE MINUS THE POOLS REQUIRED                       
|          |  |                                                  | 
|          |  |                                                  |  |              |  | PASS THROUGH RATE; .25% = 0025000                                                                  
|          |  |                                                  | 
|          |  |                                                  |  |              |  | INCLUDES EXCESS SERVICE FEE AND GUARANTEE FEE.                                                     
|          |  |                                                  | 
|49        |  | BLANK                                            |  | 1 POS ALPHA  |  | BLANK                                                                                              
|          |  |                                                  | 
|50        |  | DIVISION CODE                                    |  | 1 POS ALPHA  |  | HARDCODE Q FOR BULK, CO ISSUE, A FOR AOT, R FOR RETAIL                                       
|          |  |                                                  | 
|51-55     |  | PMI RENEWAL RATE                                 |  | 5 POS NUM    |  | EXPRESSED AS AN IMPLIED DECIMAL; 0.39% = 00390                                                   
|          |  |                                                  | 
|56        |  | SERV FEE CODE                                    |  | 1 POS ALPHA  |  | BLANK FILL                                                                                         
|          |  |                                                  | 
|57        |  | LATE CHARGE CODE                                 |  | 1 POS NUM    |  | DETERMINES HOW LATE CHARGES ARE CALCULATED:                                                        
|          |  |                                                  | 
|          |  |                                                  |  |              |  | 1 - P&I + T&I; 2 - TOTAL PAYMENT (INCLUDES OPTIONAL INSURANCE, ETC); 3 - P&I ONLY                  
|          |  |                                                  | 
|58-62     |  | LATE CHARGE FEE                                  |  | 5 POS NUM    |  | LATE CHARGE PERCENTAGE; 5% = 05000. CAN BE DIFFERENT FOR EVERY LOAN - FOLLOWS                      
|          |  |                                                  | 
|          |  |                                                  |  |              |  | NOTE                                                                                               
|          |  |                                                  | 
|63-68     |  | CLOSING DATE                                     |  | 6 POS NUM    |  | MMDDYY FORMAT                                                                                      
|          |  |                                                  | 
|69-72     |  | MATURITY DATE                                    |  | 4 POS NUM    |  | MMYY FORMAT                                                                                        
|          |  |                                                  | 
|73-81     |  | ORIGINAL BALANCE                                 |  | 9 POS NUM    |  | ORIGINAL LOAN AMOUNT, NO CENTS                                                                     
|          |  |                                                  | 
|82-83     |  | LOCATION CODE STATE                              |  | 2 POS NUM    |  | SEE LOCATION CODE STATE LIST                                                                       
|          |  |                                                  | 
|84-86     |  | LOCATION CODE-COUNTY                             |  | 3 POS NUM    |  | CODE FROM TAX PAYEE FILE                                                                           
|          |  |                                                  | 
|87-90     |  | LOCATION CODE-MUNIC.                             |  | 4 POS NUM    |  | CODE FROM TAX PAYEE FILE; UNINCORPORATED AREAS OF COUNTY USE 0000.                               
|          |  |                                                  | 
|91-93     |  | TERM IN MONTHS                                   |  | 3 POS NUM    |  | LOAN TERM                                                                                          
|          |  |                                                  | 
|94-100    |  | ANNUAL PERCENT RATE                              |  | 7 POS NUM    |  | APR EXPRESSED AS DECIMAL: 11.375% = 1137500; MUST BE ORIGINAL APR                                
|          |  |                                                  | 
|101       |  | PMI/MIP STATUS                                   |  | 1 POS ALPHA  |  | SEE MIP/PMI TABLE TO DETERMINE STATUS                                                              
|          |  |                                                  | 
|          |  |                                                  |  |              |  | P IF BORROWER PAYS PREMIUMS HIMSELF OR IF PAID AT CLOSING                                        
|          |  |                                                  | 
|102       |  | PMI/MIP TERM                                     |  | 1 POS NUM    |  | IF PMI OR MIP, 1, OTHERWISE 0                                                                  
|          |  |                                                  | 
|103       |  | PMI/MIP CYCLE                                    |  | 1 POS ALPHA  |  | IF PMI OR MIP, A FOR ANNUAL, M FOR MONTHLY OTHERWISE BLANK                                     
|          |  |                                                  | 
|104-105   |  | PMI/MIP CALC TYPE                                |  | 2 POS NUM    |  | SEE TABLE FOR CALC TYPE CODES                                                                      
|          |  |                                                  | 
|106-109   |  | PMI/MIP EXPIRATION DATE                          |  | 4 POS NUM    |  | MMYY FORMAT                                                                                        
|          |  |                                                  | 
|110-113   |  | PMI/MIP NEXT DUE DATE                            |  | 4 POS NUM    |  | NEXT DISBURSEMENT DATE - MMYY FORMAT, NO SLASHES. PROVIDE TRUE DUE DATE.                           
|          |  |                                                  | 
|114-128   |  | PMI POLICY #, FHA CASE NUMBER, VA LH NUMBER    |  | 15 POS ALPHA |  | CERTIFICATE #; LEFT JUSTIFIED                                                                      



TAPE NOTES: PLEASE PROVIDE UNLABELED
TAPE; SPECIFY EBCDIC OR ASCII, DENSITY AND BLOCKING FACTOR.

BLOCK TAPE 128X100

PLEASE SORT RECORDS AS FOLLOWS: 021 RECORDS FOR EACH LOAN IN ORDER, THEN GROUP ALL 026, 050, 060, 070, 080,090, 093, RECORDS TOGETHER,SORTED BY LOAN NUMBER WITHIN EACH GROUP.

IF NO DATA IS AVAILABLE FOR INDIVIDUAL ELEMENTS, ZERO FILL NUMERIC FIELDS, BLANK FILL ALPHA FIELDS.

ALPHA (ALPHA/NUMERIC) FIELDS MAY CONTAIN NUMBERS OR LETTERS.



1



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                       |  | FORMAT       |  | DESCRIPTION                                                                                          
|--------- |  | ------------------------------------------------ |  | ------------ |  | -----------------------------------------------------------------------------------------------------
|          |  |                                                  | 
|          |  | LAYOUT FOR 021-2 RECORD - BASIC LOAN INFORMATION |  |              |  |                                                                                                      
|          |  |                                                  | 
|1-3       |  | TRAN CODE                                        |  | 3 POS NUM    |  | 021                                                                                                
|          |  |                                                  | 
|4         |  | BLANK                                            |  | 1 POS ALPHA  |  | BLANK                                                                                                
|          |  |                                                  | 
|5         |  | COMPANY #                                        |  | 1 POS ALPHA  |  | ALWAYS 1                                                                                           
|          |  |                                                  | 
|6-13      |  | CHASE LOAN #                                     |  | 8 POS NUM    |  | TO BE ASSIGNED                                                                                       
|          |  |                                                  | 
|14        |  | SUB CODE                                         |  | 1 POS NUM    |  | 2                                                                                                  
|          |  |                                                  | 
|15        |  | BLANK                                            |  | 1 POS ALPHA  |  | BLANK                                                                                                
|          |  |                                                  | 
|16-41     |  | BLANK                                            |  | 26 POS ALPHA |  | BLANK                                                                                                
|          |  |                                                  | 
|42-50     |  | SELLING PRICE                                    |  | 9 POS NUM    |  | LESSER OF SALES PRICE OR APPRAISED VALUE, NO CENTS. USED FOR LTV CALCULATION (REQD FOR CONVENTIONAL)
|          |  |                                                  | 
|51-55     |  | BLANK                                            |  | 5 POS ALPHA  |  | BLANK                                                                                                
|          |  |                                                  | 
|56-59     |  | PAID THRU DATE                                   |  | 4 POS NUM    |  | INTEREST PAID THROUGH DATE - MMYY FORMAT                                                             
|          |  |                                                  | 
|60-63     |  | SMSA #                                           |  | 4 POS NUM    |  | SMSA #; STANDARD CENSUS CODE                                                                         
|          |  |                                                  | 
|64-70     |  | CENSUS TRACT #                                   |  | 7 POS NUM    |  | CENSUS TRACT #; STANDARD CENSUS CODE                                                                 
|          |  |                                                  | 
|71-74     |  | CENSUS COUNTY CODE                               |  | 4 POS NUM    |  | STANDARD CENSUS CODE                                                                                 
|          |  |                                                  | 
|75-83     |  | ASSESSED VALUE                                   |  | 9 POS NUM    |  | FROM OUR APPRAISED VALUE; WITH CENTS                                                                 
|          |  |                                                  | 
|84        |  | BLANK                                            |  | 1 POS ALPHA  |  | BLANK                                                                                                
|          |  |                                                  | 
|85        |  | TYPE OF DWELLING                                 |  | 1 POS ALPHA  |  | SEE TABLE FOR DWELLING TYPE                                                                          
|          |  |                                                  | 
|86-94     |  | SOCIAL SECURITY                                  |  | 9 POS NUM    |  | BORROWER #1, NO HYPHENS                                                                              
|          |  |                                                  | 
|95        |  | BLANK                                            |  | 1 POS ALPHA  |  | BLANK                                                                                                
|          |  |                                                  | 
|96        |  | GPM CODE                                         |  | 1 POS NUM    |  | PLAN TYPE IN YEARS, I.E. 1 YEAR GPM = 1                                                            
|          |  |                                                  | 
|97-100    |  | GPM NEXT EFFECTIVE DATE                          |  | 4 POS NUM    |  | MMYY FORMAT/FIRST YEAR ANNIVERSARY DUE DATE OF GPM                                                   
|          |  |                                                  | 
|101-110   |  | HOME TELEPHONE #                                 |  | 10 POS NUM   |  | NO HYPHENS OR PARANTHESES NEEDED (AREA CODE/EXCHANGE/NUMBER FORMAT)                                  
|          |  |                                                  | 
|111-113   |  | BLANK                                            |  | 3 POS ALPHA  |  | BLANK                                                                                                
|          |  |                                                  | 
|1 14      |  | TYPE ACCRUAL                                     |  | 1 POS ALPHA  |  | 1-FIXED RATE, A-BUYDOWN, V-ARM, 2-GPM (REQUIRED FIELD)                                       
|          |  |                                                  | 
|115       |  | PAYS OWN INSURANCE                               |  | 1 POS ALPHA  |  | IF PAYS OWN HAZARD/FLOOD INSURANCE P, OTHERWISE BLANK                                              
|          |  |                                                  | 
|116-121   |  | DATE FIRST PAYMENTDD                             |  | 6 POS NUM    |  | TRUE FIRST PAYMENT DUE DATE-MMDDYY FORMAT                                                            
|          |  |                                                  | 
|122       |  | BUYDOWN PLAN                                     |  | 1 POS NUM    |  | ALWAYS 0                                                                                           
|          |  |                                                  | 
|123       |  | BUYDOWN PLAN                                     |  | 1 POS NUM    |  | EQUAL TO NUMBER OF YEARS IN BUYDOWN PLAN, 1, 2, 3 ETC.                                               
|          |  |                                                  | 
|124-125   |  | PMI/MIP COMPANY NUMBER                           |  | 2 POS NUM    |  | SEE ATTACHED LIST FOR PMI COMPANIES                                                                  
|          |  |                                                  | 
|126-127   |  | ARM TYPE                                         |  | 2 POS NUM    |  | ARM TYPE CODE TO BE ASSIGNED AT PURCHASE IF ARM; BLANK IF FIXED RATE                                 
|          |  |                                                  | 
|128       |  | AMORTIZATION CALC TYPE                           |  | 1 POS NUM    |  | 2 IF NORMAL AMORTIZATION (NOT NEGATIVE)                                                            



2



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                       |  | FORMAT       |  | DESCRIPTION                                                                                                                                             
|--------- |  | ------------------------------------------------ |  | ------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|          |  |                                                  | 
|          |  | LAYOUT FOR 021-3 RECORD - BASIC LOAN INFORMATION |  |              |  |                                                                                                                                                         
|          |  |                                                  | 
|1-3       |  | TRAN CODE                                        |  | 3 POS NUM    |  | 021                                                                                                                                                   
|          |  |                                                  | 
|4         |  | BLANK                                            |  | 1 POS ALPHA  |  | BLANK                                                                                                                                                   
|          |  |                                                  | 
|5         |  | COMPANY #                                        |  | 1 POS NUM    |  | ALWAYS 1                                                                                                                                              
|          |  |                                                  | 
|6-13      |  | CHASE LOAN #                                     |  | 8 POS NUM    |  | TO BE ASSIGNED                                                                                                                                          
|          |  |                                                  | 
|14        |  | SUB CODE                                         |  | 1 POS NUM    |  | 3                                                                                                                                                     
|          |  |                                                  | 
|15-16     |  | BLANK                                            |  | 2 POS ALPHA  |  | BLANK                                                                                                                                                   
|          |  |                                                  | 
|17-27     |  | PRINCIPAL BALANCE                                |  | 11 POS NUM   |  | CURRENT PRINCIPAL BALANCE WITH CENTS, NO DECIMAL POINT                                                                                                  
|          |  |                                                  | 
|28-36     |  | ESCROW BALANCE                                   |  | 9 POS NUM    |  | BALANCE WITH CENTS, NO DECIMAL POINT                                                                                                                    
|          |  |                                                  | 
|          |  |                                                  |  |              |  | IF NEGATIVE INSERT APPLICABLE ALPA CHARACTER FOR DIGIT TRANSLATION: 1=J    2 = K    3 = L    4 =
M    5 = N    6 = 0    7 = P    8 = Q    9 = R    0 = }
|          |  |                                                  | 
|37-57     |  | BLANK                                            |  | 21 POS ALPHA |  | BLANK                                                                                                                                                   
|          |  |                                                  | 
|58-64     |  | LOSS DRAFT BALANCE                               |  | 7 POS NUM    |  | BALANCE WITH CENTS (INSURANCE CLAIM BALANCE FOR DAMAGES); NO DECIMAL POINT                                                                              
|          |  |                                                  | 
|65-71     |  | PARTIAL PAYMENT BALANCE (SUSPENSE BALANCE)       |  | 7 POS NUM    |  | BALANCE WITH CENTS (SUSPENSE OR UNAPPLIED FUNDS); NO DECIMAL POINT                                                                                      
|          |  |                                                  | 
|72-78     |  | INDIVIDUAL BUYDOWN BALANCE                       |  | 7 POS NUM    |  | BORROWERS MONTHLY INSTALLMENT FOR BUYDOWN LOAN, NOT APPLIED TO PAYMENT YET (PREPAID LOANS); WITH CENTS; NO DECIMAL POINT                               
|          |  |                                                  | 
|79-85     |  | ASSISTANCE BUYDOWN BALANCE                       |  | 7 POS NUM    |  | UNAPPLIED BUYDOWN ASSISTANCE (DELINQUENT LOANS, WAITING FOR BORROWER PORTION TO MAKE PAYMENT) WITH CENTS; NO DECIMAL POINT                              
|          |  |                                                  | 
|86-94     |  | BUYDOWN BALANCE                                  |  | 9 POS NUM    |  | REMAINING BUYDOWN FUNDS (FOR FUTURE INSTALLMENTS) WITH CENTS; NO DECIMAL POINT                                                                          
|          |  |                                                  | 
|95-100    |  | FUNDING DATE                                     |  | 6 POS NUM    |  | MMDDYY FORMAT; REQUIRED ON FLOW PURCHASE                                                                                                                
|          |  |                                                  | 
|101-107   |  | BLANK                                            |  | 7 POS ALPHA  |  | BLANK                                                                                                                                                   
|          |  |                                                  | 
|108-114   |  | BUYDOWN PAYMENT                                  |  | 7 POS NUM    |  | 1ST YEAR MONTHLY SUBSIDY AMOUNT WITH CENTS; NO DECIMAL POINT (YEARS 4-10 SEE LAYOUT 021-6); ZERO IF NOT A BUYDOWN                                       
|          |  |                                                  | 
|115-121   |  | BUYDOWN PAYMENT                                  |  | 7 POS NUM    |  | 2ND YEAR MONTHLY SUBSIDY AMOUNT WITH CENTS; NO DECIMAL POINT                                                                                            
|          |  |                                                  | 
|122-128   |  | BUYDOWN PAYMENT                                  |  | 7 POS NUM    |  | 3RD YEAR MONTHLY SUBSIDY AMOUNT WITH CENTS; NO DECIMAL POINT                                                                                            





3



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                       |  | FORMAT       |  | DESCRIPTION                                                                                                               
|--------- |  | ------------------------------------------------ |  | ------------ |  | --------------------------------------------------------------------------------------------------------------------------
|          |  |                                                  | 
|          |  | LAYOUT FOR 021-4 RECORD - BASIC LOAN INFORMATION |  |              |  |                                                                                                                           
|          |  |                                                  | 
|1-3       |  | TRAN CODE                                        |  | 3 POS NUM    |  | 021                                                                                                                     
|          |  |                                                  | 
|4         |  | BLANK                                            |  | 1 POS ALPHA  |  | BLANK                                                                                                                     
|          |  |                                                  | 
|5         |  | COMPANY #                                        |  | 1 POS NUM    |  | ALWAYS 1                                                                                                                
|          |  |                                                  | 
|6-13      |  | CHASE LOAN #                                     |  | 8 POS NUM    |  | TO BE ASSIGNED                                                                                                            
|          |  |                                                  | 
|14        |  | SUB CODE                                         |  | 1 POS NUM    |  | 4                                                                                                                       
|          |  |                                                  | 
|15        |  | BUYDOWN FLAG                                     |  | 1 POS ALPHA  |  | G LENDER PAID SUBSIDY, B TEMPORARY BUYDOWN, BLANK IF NONBUYDOWN                                                       
|          |  |                                                  | 
|16        |  | BALLOON FLAG                                     |  | 1 POS ALPHA  |  | 1  IF BALLOON LOAN, BLANK IF NON-BALLOON                                                                              
|          |  |                                                  | 
|17-19     |  | BALLOON ARM CALL MONTHS                          |  | 3 POS NUM    |  | NUMBER OF MONTHS FROM CLOSING TO BALLOON DATE                                                                             
|          |  |                                                  | 
|20-59     |  | NAME 1                                           |  | 40 POS ALPHA |  | LAST NAME, COURTESY TITLE (JR, SR, ETC.), FIRST NAME, MIDDLE INITIAL; LEFT JUSTIFIED- NO PUNCTUATION OR LOWER CASE        
|          |  |                                                  | 
|60-99     |  | NAME 2                                           |  | 40 POS ALPHA |  | LAST NAME, COURTESY TITLE (JR, SR, ETC.), FIRST NAME, MIDDLE INITIAL; LEFT JUSTIFIED- NO PUNCTUATION OR LOWER CASE        
|          |  |                                                  | 
|100-106   |  | PROPERTY/MAILING HOUSE NUMBER                    |  | 7 POS ALPHA  |  | LEFT JUSTIFY, BLANK FILL TO END. IF MAILING AND PROPERTY ARE DIFFERENT, USE MAILING ADDRESS HERE AND GENERATE 060 RECORD
|          |  |                                                  | 
|107-128   |  | PROPERTY/MAILING STREET                          |  | 22 POS ALPHA |  | LEFT JUSTIFY, BLANK FILL TO END. IF MAILING AND PROPERTY ARE DIFFERENT, USE MAILING ADDRESS HERE AND GENERATE 060 RECORD
|          |  |                                                  | 
|          |  | LAYOUT FOR 021-5 RECORD - BASIC LOAN INFORMATION |  |              |  |                                                                                                                           
|          |  |                                                  | 
|1-3       |  | TRAN CODE                                        |  | 3 POS NUM    |  | 021                                                                                                                     
|          |  |                                                  | 
|4         |  | BLANK                                            |  | 1 POS ALPHA  |  | BLANK                                                                                                                     
|          |  |                                                  | 
|5         |  | COMPANY #                                        |  | 1 POS NUM    |  | ALWAYS 1                                                                                                                
|          |  |                                                  | 
|6-13      |  | CHASE LOAN #                                     |  | 8 POS NUM    |  | TO BE ASSIGNED                                                                                                            
|          |  |                                                  | 
|14        |  | SUB CODE                                         |  | 1 POS NUM    |  | 5                                                                                                                       
|          |  |                                                  | 
|15-21     |  | BLANK                                            |  | 7 POS ALPHA  |  | BLANK                                                                                                                     
|          |  |                                                  | 
|22-41     |  | CITY                                             |  | 20 POS ALPHA |  | MAILING ADDRESS                                                                                                           
|          |  |                                                  | 
|42-43     |  | STATE                                            |  | 2 POS ALPHA  |  | MAILING ADDRESS - STANDARD STATE POSTAL CODE ABBREVIATION                                                                 
|          |  |                                                  | 
|44-48     |  | ZIP CODE                                         |  | 5 POS NUM    |  | MAILING ADDRESS ZIP CODE PER POSTAL SERVICE                                                                               
|          |  |                                                  | 
|49-52     |  | BLANK                                            |  | 4 POS ALPHA  |  | BLANK                                                                                                                     
|          |  |                                                  | 
|53-56     |  | ARM CHANGE DATE                                  |  | 4 POS NUM    |  | NEXT RATE CHANGE - MMYY FORMAT, IF APPLICABLE, ELSE ZERO FILL                                                             
|          |  |                                                  | 
|57-58     |  | GPM # OF YEARS                                   |  | 2 POS NUM    |  | NUMBER OF YEARS IN GPM PLAN IF APPLICABLE, OTHERWISE ZERO FILL                                                            
|          |  |                                                  | 
|59-65     |  | GPM PAYMENT                                      |  | 7 POS NUM    |  | MONTHLY GPM PAYMENT YR 1; WITH CENTS, NO DECIMAL POINT                                                                    
|          |  |                                                  | 
|66-72     |  | GPM PAYMENT                                      |  | 7 POS NUM    |  | MONTHLY GPM PAYMENT YR 2; WITH CENTS, NO DECIMAL POINT                                                                    
|          |  |                                                  | 
|73-79     |  | GPM PAYMENT                                      |  | 7 POS NUM    |  | MONTHLY GPM PAYMENT YR 3; WITH CENTS, NO DECIMAL POINT                                                                    
|          |  |                                                  | 
|80-86     |  | GPM PAYMENT                                      |  | 7 POS NUM    |  | MONTHLY GPM PAYMENT YR 4; WITH CENTS, NO DECIMAL POINT                                                                    
|          |  |                                                  | 
|87-93     |  | GPM PAYMENT                                      |  | 7 POS NUM    |  | MONTHLY GPM PAYMENT YR 5; WITH CENTS, NO DECIMAL POINT                                                                    
|          |  |                                                  | 
|94-100    |  | GPM PAYMENT                                      |  | 7 POS NUM    |  | MONTHLY GPM PAYMENT YR 6; WITH CENTS, NO DECIMAL POINT                                                                    
|          |  |                                                  | 
|101-107   |  | GPM PAYMENT                                      |  | 7 POS NUM    |  | MONTHLY GPM PAYMENT YR 7; WITH CENTS, NO DECIMAL POINT                                                                    
|          |  |                                                  | 
|108-114   |  | GPM PAYMENT                                      |  | 7 POS NUM    |  | MONTHLY GPM PAYMENT YR 8; WITH CENTS, NO DECIMAL POINT                                                                    
|          |  |                                                  | 
|115-121   |  | GPM PAYMENT                                      |  | 7 POS NUM    |  | MONTHLY GPM PAYMENT YR 9; WITH CENTS, NO DECIMAL POINT                                                                    
|          |  |                                                  | 
|122-128   |  | GPM PAYMENT                                      |  | 7 POS NUM    |  | MONTHLY GPM PAYMENT YR 10; WITH CENTS, NO DECIMAL POINT                                                                   





4



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                       |  | FORMAT      |  | DESCRIPTION                                                                                                                                      
|--------- |  | ------------------------------------------------ |  | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|          |  |                                                  | 
|          |  | LAYOUT FOR 021-6 RECORD - BASIC LOAN INFORMATION |  |             |  |                                                                                                                                                  
|          |  |                                                  | 
|1-3       |  | TRAN CODE                                        |  | 3 POS NUM   |  | 021                                                                                                                                            
|          |  |                                                  | 
|4         |  | BLANK                                            |  | 1 POS ALPHA |  | BLANK                                                                                                                                            
|          |  |                                                  | 
|5         |  | COMPANY #                                        |  | 1 POS NUM   |  | ALWAYS 1                                                                                                                                       
|          |  |                                                  | 
|6-13      |  | CHASE LOAN #                                     |  | 8 POS NUM   |  | TO BE ASSIGNED                                                                                                                                   
|          |  |                                                  | 
|14        |  | SUB CODE                                         |  | 1 POS NUM   |  | 6                                                                                                                                              
|          |  |                                                  | 
|15-19     |  | BLANK                                            |  | 5 POS ALPHA |  | BLANK                                                                                                                                            
|          |  |                                                  | 
|20        |  | TAX TYPE                                         |  | 1 POS ALPHA |  | If Monthly Escrow Tax 1 and Tax 2 = 0 (021-7) then move B , else move C.                                                                         
|          |  |                                                  | 
|21-23     |  | BLANK                                            |  | 3 POS ALPHA |  | BLANK                                                                                                                                            
|          |  |                                                  | 
|24-32     |  | TOTAL MONTHLY PAYMENT                            |  | 9 POS NUM   |  | TOTAL MONTHLY P&I AND T&I WITH CENTS, NO DECIMAL POINT. DO NOT DEDUCT BUYDOWN SUBSIDY! WE WILL ROUND UP TO NEAREST WHOLE DOLLAR AFTER CONVERSION.
|          |  |                                                  | 
|          |  |                                                  |  |             |  | TOTAL PAYMENT MUST EQUAL P&I PLUS T&I OR RECORD WILL REJECT. (RIGHT JUSTIFIED WITH LEADING ZEROS)                                                
|          |  |                                                  | 
|33-41     |  | P&I PAYMENT                                      |  | 9 POS NUM   |  | TOTAL MONTHLY P&I PAYMENT WITH CENTS, NO DECIMAL POINT, (RIGHT JUSTIFIED WITH LEADING ZEROS)                                                     
|          |  |                                                  | 
|42-50     |  | ESCROW PAYMENT                                   |  | 9 POS NUM   |  | TOTAL MONTHLY ESCROW PAYMENT WITH CENTS, NO DECIMAL POINT. DO NOT DEDUCT BUYDOWN SUBSIDY IF APPLICABLE!                                          
|          |  |                                                  | 
|          |  |                                                  |  |             |  | INCLUDES (BUT NOT LIMITED TO) TAXES (MUNICIPAL, COUNTY, GROUND-RENT, SCHOOL DISTRICT, SPECIAL ASSESSMENT, WATER AND SEWER)                       
|          |  |                                                  | 
|          |  |                                                  |  |             |  | INSURANCE (HAZARD INSURANCE, FLOOD INSURANCE); RIGHT JUSTIFIED WITH LEADING ZEROES                                                               
|          |  |                                                  | 
|51-55     |  | OPEN                                             |  | 5 POS NUM   |  | ZERO FILL                                                                                                                                        
|          |  |                                                  | 
|56-60     |  | MORTGAGE LIFE PAYMENT                            |  | 5 POS NUM   |  | MONTHLY AMOUNT FOR MORTGAGE LIFE INSURANCE PREMIUM, WITH CENTS (IF NOT CANCELLED AT TRANSFER); RIGHT JUSTIFIED WITH LEADING ZEROES               
|          |  |                                                  | 
|61-70     |  | OPEN                                             |  | 10 POS NUM  |  | ZERO FILL                                                                                                                                        
|          |  |                                                  | 
|71-75     |  | IND BUYDOWN PAYMENT                              |  | 5 POS NUM   |  | ZERO FILL                                                                                                                                        
|          |  |                                                  | 
|76-79     |  | BLANK                                            |  | 4 POS ALPHA |  | BLANK                                                                                                                                            
|          |  |                                                  | 
|80-86     |  | BUYDOWN PAYMENT                                  |  | 7 POS NUM   |  | 4TH YEAR MONTHLY SUBSIDY WITH CENTS, NO DECIMAL POINT, OTHERWISE ZERO FILL (YEARS 1, 2 & 3 SEE LAYOUT 021-3)                                     
|          |  |                                                  | 
|87-93     |  | BUYDOWN PAYMENT                                  |  | 7 POS NUM   |  | 5TH YEAR MONTHLY SUBSIDY WITH CENTS, NO DECIMAL POINT; ZERO FILL IF NOT USED                                                                     
|          |  |                                                  | 
|94-100    |  | BUYDOWN PAYMENT                                  |  | 7 POS NUM   |  | 6TH YEAR MONTHLY SUBSIDY WITH CENTS, NO DECIMAL POINT; ZERO FILL IF NOT USED                                                                     
|          |  |                                                  | 
|101-107   |  | BUYDOWN PAYMENT                                  |  | 7 POS NUM   |  | 7TH YEAR MONTHLY SUBSIDY WITH CENTS, NO DECIMAL POINT; ZERO FILL IF NOT USED                                                                     
|          |  |                                                  | 
|108-114   |  | BUYDOWN PAYMENT                                  |  | 7 POS NUM   |  | 8TH YEAR MONTHLY SUBSIDY WITH CENTS, NO DECIMAL POINT; ZERO FILL IF NOT USED                                                                     
|          |  |                                                  | 
|115-121   |  | BUYDOWN PAYMENT                                  |  | 7 POS NUM   |  | 9TH YEAR MONTHLY SUBSIDY WITH CENTS, NO DECIMAL POINT; ZERO FILL IF NOT USED                                                                     
|          |  |                                                  | 
|122-128   |  | BUYDOWN PAYMENT                                  |  | 7 POS NUM   |  | 10TH YEAR MONTHLY SUBSIDY WITH CENTS, NO DECIMAL POINT; ZERO FILL IF NOT USED                                                                    



5



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                       |  | FORMAT        |  | DESCRIPTION                                                                                                        
|--------- |  | ------------------------------------------------ |  | ------------- |  | -------------------------------------------------------------------------------------------------------------------
|          |  |                                                  | 
|          |  | LAYOUT FOR 021-7 RECORD - BASIC LOAN INFORMATION |  |               |  |                                                                                                                    
|          |  |                                                  | 
|1-3       |  | TRAN CODE                                        |  | 3 POS NUM     |  | 021                                                                                                              
|          |  |                                                  | 
|4         |  | BLANK                                            |  | 1 POS ALPHA   |  | BLANK                                                                                                              
|          |  |                                                  | 
|5         |  | COMPANY #                                        |  | 1 POS NUM     |  | ALWAYS 1                                                                                                         
|          |  |                                                  | 
|6-13      |  | CHASE LOAN #                                     |  | 8 POS NUM     |  | TO BE ASSIGNED                                                                                                     
|          |  |                                                  | 
|14        |  | SUB CODE                                         |  | 1 POS NUM     |  | 7                                                                                                                
|          |  |                                                  | 
|15-24     |  | BORROWER #1 BUSINESS PHONE #                     |  | 10 POS NUM    |  | NO HYPHENS OR PARANTHESES NEEDED (AREA CODE/EXCHANGE/NUMBER FORMAT)                                                
|          |  |                                                  | 
|25-33     |  | BORROWER #2 SOCIAL SECURITY #                    |  | 9 POS NUM     |  | NO HYPHENS                                                                                                         
|          |  |                                                  | 
|34-42     |  | ADDITIONAL ESCROW                                |  | 9 POS NUM     |  | MONTHLY AMOUNT FOR ADDITIONAL ESCROW, WITH CENTS                                                                   
|          |  |                                                  | 
|43-51     |  | MONTHLY ESCROW - HAZARD                          |  | 9 POS NUM     |  | MONTHLY AMOUNT FOR HAZARD INSURANCE, WITH CENTS                                                                    
|          |  |                                                  | 
|52-60     |  | MONTHLY ESCROW - FLOOD                           |  | 9 POS NUM     |  | MONTHLY AMOUNT FOR FLOOD INSURANCE, WITH CENTS                                                                     
|          |  |                                                  | 
|61-69     |  | MONTHLY ESCROW - PMI/MIP                         |  | 9 POS NUM     |  | MONTHLY AMOUNT FOR PMI/MIP, WITH CENTS                                                                             
|          |  |                                                  | 
|70-78     |  | MONTHLY ESCROW - TAX 1                           |  | 9 POS NUM     |  | MONTHLY AMOUNT FOR COUNTY TAX (TAXES 1), WITH CENTS                                                                
|          |  |                                                  | 
|79-87     |  | MONTHLY ESCROW - TAX 2                           |  | 9 POS NUM     |  | MONTHLY AMOUNT FOR REAL ESTATE TAX (TAXES 2), WITH CENTS (CITY,MUNICIPAL, VILLAGE)                                 
|          |  |                                                  | 
|88-96     |  | MONTHLY ESCROW - TAX 3                           |  | 9 POS NUM     |  | MONTHLY AMOUNT FOR SCHOOL TAX (TAXES 3), WITH CENTS                                                                
|          |  |                                                  | 
|97-105    |  | MONTHLY ESCROW - GROUND RENT                     |  | 9 POS NUM     |  | MONTHLY AMOUNT FOR GROUND RENT, WITH CENTS (INCLUDES SPECIAL TAXES, MUD, SPECIAL FLOOD DISTRICTS, ETC.)            
|          |  |                                                  | 
|106-128   |  | BLANK                                            |  | 23 POS ALPHA  |  | BLANK                                                                                                              
|          |  |                                                  | 
|          |  | LAYOUT FOR 021-8 RECORD - BASIC LOAN INFORMATION |  |               |  |                                                                                                                    
|          |  |                                                  | 
|1-3       |  | TRAN CODE                                        |  | 3 POS NUM     |  | 021 DO NOT PROVIDE THIS RECORD IF THE INFORMATION IS UNAVAILABLE                                                 
|          |  |                                                  | 
|4         |  | BLANK                                            |  | 1 POS ALPHA   |  | BLANK                                                                                                              
|          |  |                                                  | 
|5         |  | COMPANY #                                        |  | 1 POS NUM     |  | ALWAYS 1                                                                                                         
|          |  |                                                  | 
|6-13      |  | CHASE LOAN #                                     |  | 8 POS NUM     |  | TO BE ASSIGNED                                                                                                     
|          |  |                                                  | 
|14        |  | SUB CODE                                         |  | 1 POS NUM     |  | 8                                                                                                                
|          |  |                                                  | 
|15-44     |  | SELLER NAME #1                                   |  | 30 POS ALPHA  |  | LAST NAME, COURTESY TITLE (JR, SR, ETC.), FIRST NAME, MIDDLE INITIAL; LEFT JUSTIF1ED- NO PUNCTUATION OR LOWER CASE 
|          |  |                                                  | 
|45-74     |  | SELLER NAME #2                                   |  | 30 POS ALPHA  |  | LAST NAME, COURTESY TITLE (JR, SR, ETC.), FIRST NAME, MIDDLE INITIAL; LEFT JUSTIFIED- NO PUNCTUATION OR LOWER CASE 
|          |  |                                                  | 
|75-128    |  | BLANK                                            |  | 54 POS ALPHA  |  | BLANK                                                                                                              
|          |  |                                                  | 
|          |  | LAYOUT FOR 021-9 RECORD - BASIC LOAN INFORMATION |  |               |  |                                                                                                                    
|          |  |                                                  | 
|1-3       |  | TRAN CODE                                        |  | 3 POS NUM     |  | 021 DO NOT PROVIDE THIS RECORD IF THE INFORMATION IS UNAVAILABLE                                                 
|          |  |                                                  | 
|4         |  | BLANK                                            |  | 1 POS ALPHA   |  | BLANK                                                                                                              
|          |  |                                                  | 
|5         |  | COMPANY #                                        |  | 1 POS NUM     |  | ALWAYS 1                                                                                                         
|          |  |                                                  | 
|6-13      |  | CHASE LOAN #                                     |  | 8 POS NUM     |  | TO BE ASSIGNED                                                                                                     
|          |  |                                                  | 
|14        |  | SUB CODE                                         |  | 1 POS NUM     |  | 9                                                                                                                
|          |  |                                                  | 
|15-23     |  | BASE MORTGAGE AMOUNT                             |  | 9 POS ALPHA   |  | PROVIDE THE BASE MORTGAGE AMOUNT(NOT INCLUDING FINANCED MIP) right justified , no cents - ie: $ 125,000 = 000125000
|          |  |                                                  | 
|24-128    |  | BLANK                                            |  | 105 POS ALPHA |  | BLANK                                                                                                              



6



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                           |  | FORMAT       |  | DESCRIPTION                                                                                                  
|--------- |  | ------------------------------------ |  | ------------ |  | -------------------------------------------------------------------------------------------------------------
|          |  |                                      | 
|          |  | LAYOUT FOR 026 RECORD - ARM DETAIL   |  |              |  |                                                                                                              
|          |  |                                      | 
|1-3       |  | TRAN CODE                            |  | 3 POS NUM    |  | 026 ONLY SEND THIS RECORD IF LOAN IS ARM TYPE.                                                             
|          |  |                                      | 
|4         |  | BLANK                                |  | 1 POS APLHA  |  | BLANK                                                                                                        
|          |  |                                      | 
|5         |  | COMPANY #                            |  | 1 POS NUM    |  | ALWAYS 1                                                                                                   
|          |  |                                      | 
|6-13      |  | CHASE LOAN #                         |  | 8 POS NUM    |  | TO BE ASSIGNED                                                                                               
|          |  |                                      | 
|14        |  | SUB CODE                             |  | 1 POS NUM    |  | 6                                                                                                          
|          |  |                                      | 
|15-16     |  | ARM CODE                             |  | 2 POS NUM    |  | ASSIGN ARM TYPE, CODE TO BE ASSIGNED AT PURCHASE IF ARM                                                      
|          |  |                                      | 
|17        |  | CAPS CODE                            |  | 1 POS NUM    |  | HOLD PAYMENT CAP CODE/O = OPTIONAL, M = MANDATORY, BLANK IF NO CAP                                     
|          |  |                                      | 
|18        |  | CONVERSION OPTION                    |  | 1 POS NUM    |  | 1, 0 IF NOT APPLICABLE                                                                                   
|          |  |                                      | 
|19        |  | NEGATIVE AMORTIZATION CODE           |  | 1 POS NUM    |  | 1, 0 IF NOT APPLICABLE                                                                                   
|          |  |                                      | 
|20        |  | CAP P&I                              |  | 1 POS NUM    |  | P&l ONLY CAP CODE/O = OPTIONAL, M = MANDATORY, BLANK IF NO CAP                                         
|          |  |                                      | 
|21        |  | CONV YRS                             |  | 1 POS NUM    |  | NUMBER OF CONVERSION (TO FIXED RATE) OPPORTUNITIES OFFERED TO DATE                                           
|          |  |                                      | 
|22-25     |  | BLANK                                |  | 4 POS ALPHA  |  | BLANK                                                                                                        
|          |  |                                      | 
|26-30     |  | ARM MARGIN                           |  | 5 POS NUM    |  | PERCENTAGE WITH LEADING AND TRAILING ZEROS, IE. 2% = 02000                                                 
|          |  |                                      | 
|31-37     |  | INTEREST RATE                        |  | 7 POS NUM    |  | CURRENT INTEREST RATE WITH 5 DECIMAL POSITIONS BUT NO DECIMAL POINT, IE. 12% = 1200000, 9.5% = 0950000   
|          |  |                                      | 
|          |  | PAYMENT CAP EACH OCCURRENCE          |  |              |  |                                                                                                              
|          |  |                                      | 
|38-42     |  | INCREASE                             |  | 5 POS NUM    |  | PERCENTAGE POINTS P&I CAN INCREASE OVER A GIVEN INTERIM PERIOD, I.E. 2% = 02000                            
|          |  |                                      | 
|43-47     |  | DECREASE                             |  | 5 POS NUM    |  | PERCENTAGE POINTS P&I CAN DECREASE OVER A GIVEN INTERIM PERIOD, I.E. 2% = 02000                            
|          |  |                                      | 
|          |  | PAYMENT CAP LIFE OF LOAN             |  |              |  |                                                                                                              
|          |  |                                      | 
|48-52     |  | INCREASE                             |  | 5 POS NUM    |  | PERCENTAGE POINTS P&I CAN INCREASE OVER LIFE OF LOAN, I.E. 6% = 06000                                      
|          |  |                                      | 
|53-57     |  | DECREASE                             |  | 5 POS NUM    |  | PERCENTAGE POINTS P&I CAN DECREASE OVER LIFE OF LOAN, I.E. 6% = 06000                                      
|          |  |                                      | 
|          |  | INTEREST RATE CAPS AT EACH INTERVAL  |  |              |  |                                                                                                              
|          |  |                                      | 
|58-62     |  | INCREASE                             |  | 5 POS NUM    |  | INCREASE IN PERCENTAGE POINTS OVER THE PREVIOUS INTEREST RATE OVER A GIVEN INTERIM PERIOD; 2% = 02000        
|          |  |                                      | 
|63-67     |  | DECREASE                             |  | 5 POS NUM    |  | DECREASE IN PERCENTAGE POINTS OVER THE PREVIOUS INTEREST RATE OVER A GIVEN INTERIM PERIOD; 1.785% = 01785    
|          |  |                                      | 
|          |  | INTEREST RATE CAPS OVER LIFE OF LOAN |  |              |  |                                                                                                              
|          |  |                                      | 
|68-72     |  | INCREASE                             |  | 5 POS NUM    |  | MAXIMUM NUMBER OF PERCENTAGE POINTS OVER NOTE RATE WHICH THE LIFETIME RATE MAY INCREASE; 6% = 06000          
|          |  |                                      | 
|73-77     |  | DECREASE                             |  | 5 POS NUM    |  | MAXIMUM NUMBER OF PERCENTAGE POINTS UNDER NOTE RATE WHICH THE LIFETIME INTEREST RATE MAY DECREASE; 6% = 06000
|          |  |                                      | 
|78-82     |  | OPEN FIELD                           |  | 5 POS NUM    |  | ZERO FILL                                                                                                    
|          |  |                                      | 
|83-89     |  | ARM BASE RATE                        |  | 7 POS NUM    |  | BASE INT RATE AS SHOWN ON THE NOTE; WITH DECIMAL POSITIONS BUT NOT DEC POINT, I.E. 9.5% = 0950000          
|          |  |                                      | 
|90-94     |  | ARM BASE INDEX                       |  | 5 POS NUM    |  | BASE INDEX USED TO CALCULATE BASE INTEREST RATE (ZERO FILL IF NOT APPLICABLE) I.E. 6.5% = 06500            
|          |  |                                      | 
|95-97     |  | BLANK                                |  | 3 POS        |  | BLANK                                                                                                        
|          |  |                                      | 
|98-100    |  | MAXIMUM NEG AM %                     |  | 3 POS NUM    |  | IE. 125 = 125%                                                                                               
|          |  |                                      | 
|101-104   |  | ARM FIRST PAYMENT                    |  | 4 POS NUM    |  | MMYY FORMAT                                                                                                  
|          |  |                                      | 
|105-108   |  | ARM FIRST CONV DATE OPTION           |  | 4 POS NUM    |  | MMYY FORMAT                                                                                                  
|          |  |                                      | 
|109-128   |  | BLANK                                |  | 20 POS ALPHA |  | BLANK                                                                                                        





7



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                      |  | FORMAT       |  | DESCRIPTION                                                                                                                                                                                                                                                     
|--------- |  | ----------------------------------------------- |  | ------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |  |                                                 | 
|          |  | TRANSACTION LAYOUT 028 - NEW ACQ. RECORD        |  |              |  |                                                                                                                                                                                                                                                                 
|          |  |                                                 | 
|1-3       |  | TRANS CODE                                      |  | 3 POS NUM    |  | HARDCODE 028                                                                                                                                                                                                                                                  
|          |  |                                                 | 
|4         |  | BLANK                                           |  | 1 POS ALPHA  |  | BLANK                                                                                                                                                                                                                                                           
|          |  |                                                 | 
|5         |  | COMPANY #                                       |  | 1 POS NUM    |  | ALWAYS 1                                                                                                                                                                                                                                                      
|          |  |                                                 | 
|6-13      |  | WHS LOAN #                                      |  | 8 POS NUM    |  | CHASE LOAN #                                                                                                                                                                                                                                                    
|          |  |                                                 | 
|14-23     |  | ACQ. LOAN #                                     |  | 10 POS NUM   |  | ACQ. LOAN #                                                                                                                                                                                                                                                     
|          |  |                                                 | 
|24-27     |  | ACQ. CODE                                       |  | 4 POS NUM    |  | ACQ. CODE                                                                                                                                                                                                                                                       
|          |  |                                                 | 
|28-33     |  | ACQ. DATE                                       |  | 6 POS NUM    |  | MMDDYY ACQ. DATE                                                                                                                                                                                                                                                
|          |  |                                                 | 
|34-43     |  | FHLMC CONTRACT #                                |  | 10 POS ALPHA |  | FULL FHLMC CONTRACT #                                                                                                                                                                                                                                           
|          |  |                                                 | 
|44-52     |  | CUSHION AMOUNT USED                             |  | 9 POS NUM    |  | DOLLAR AMT (WITH CENTS) OF CUSHION LAST USED IN ESCROW ANALYSIS                                                                                                                                                                                                 
|          |  |                                                 | 
|53-128    |  | BLANK                                           |  | 76 POS ALPHA |  | BLANK                                                                                                                                                                                                                                                           
|          |  |                                                 | 
|          |  | LAYOUT FOR 041 RECORD - PENDING PAYMENT CHANGES |  |              |  |                                                                                                                                                                                                                                                                 
|          |  |                                                 | 
|1-3       |  | TRANS CODE                                      |  | 3 POS NUM    |  | 041 ONLY ON BULK TRANSFERS WITH PENDING PAYMENT CHANGES                                                                                                                                                                                                       
|          |  |                                                 | 
|4         |  | BLANK                                           |  | 1 POS ALPHA  |  | BLANK                                                                                                                                                                                                                                                           
|          |  |                                                 | 
|5         |  | COMPANY #                                       |  | 1 POS NUM    |  | ALWAYS  1                                                                                                                                                                                                                                                     
|          |  |                                                 | 
|6-13      |  | WHS LOAN #                                      |  | 8 POS NUM    |  | CHASE LOAN #                                                                                                                                                                                                                                                    
|          |  |                                                 | 
|14-17     |  | EFFECTIVE DATE                                  |  | 4 POS NUM    |  | YYMM FORMAT; EFFECTIVE DATE OF PAYMENT CHANGE                                                                                                                                                                                                                   
|          |  |                                                 | 
|18-26     |  | OLD TOTAL PMT                                   |  | 9 POS NUM    |  | CURRENT TOTAL PAYMENT (WITH CENTS)                                                                                                                                                                                                                              
|          |  |                                                 | 
|27-35     |  | NEW TOTAL PMT                                   |  | 9 POS NUM    |  | PENDING NEW TOTAL PAYMENT (WITH CENTS)                                                                                                                                                                                                                          
|          |  |                                                 | 
|36-44     |  | BLANK                                           |  | 9 POS NUM    |  | ZERO FILL                                                                                                                                                                                                                                                       
|          |  |                                                 | 
|45-53     |  | ESCROW PAYMENT NET CHANGE                       |  | 9 POS NUM    |  | DIFFERENCE BETWEEN CURRENT ESCROW PAYMENT AND PENDING ESCROW PAYMENT (WITH CENTS); IF NEGATIVE, INSERT APPLICABLE ALPHA CHARACTER IN LAST POSITION FOR DIGIT TRANSLATION: 1 =
J    2 = K    3 = L    4 = M    5 = N    6 = 0    7 = P    8 = Q    9 =
R    0 = }
|          |  |                                                 | 
|54-83     |  | BLANK                                           |  | 30 POS NUM   |  | ZERO FILL                                                                                                                                                                                                                                                       
|          |  |                                                 | 
|84-87     |  | DATE OF LAST ANALYSIS                           |  | 4 POS NUM    |  | YYMM FORMAT                                                                                                                                                                                                                                                     
|          |  |                                                 | 
|88-128    |  | BLANK                                           |  | 41 POS ALPHA |  | BLANK                                                                                                                                                                                                                                                           



8



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                             |  | FORMAT       |  | DESCRIPTION                                                                                       
|--------- |  | ------------------------------------------------------ |  | ------------ |  | --------------------------------------------------------------------------------------------------
|          |  |                                                        | 
|          |  | LAYOUT FOR 050-1 RECORD - ADDITIONAL BORROWER NAMES    |  |              |  |                                                                                                   
|          |  |                                                        | 
|1-3       |  | TRAN CODE                                              |  | 3 POS NUM    |  | 050 DO NOT PROVIDE THIS RECORD IF BORROWERS 3 AND/OR 4 DO NOT EXIST.                            
|          |  |                                                        | 
|4         |  | ACTION CODE                                            |  | 1 POS ALPHA  |  | A                                                                                               
|          |  |                                                        | 
|5         |  | COMPANY #                                              |  | 1 POS NUM    |  | ALWAYS 1                                                                                        
|          |  |                                                        | 
|6-13      |  | CHASE LOAN #                                           |  | 8 POS NUM    |  | TO BE ASSIGNED                                                                                    
|          |  |                                                        | 
|14-53     |  | NAME 3                                                 |  | 40 POS ALPHA |  | 3RD BORROWER - USE ONLY IF 3RD BORROWER EXISTS; SAME FORMAT AS 021-4; NO PUNCTUATION OR LOWER CASE
|          |  |                                                        | 
|54-93     |  | NAME 4                                                 |  | 40 POS ALPHA |  | 4TH BORROWER - USE ONLY IF 4TH BORROWER EXISTS; SAME FORMAT AS 021-4; NO PUNCTUATION OR LOWER CASE
|          |  |                                                        | 
|94-128    |  | BLANK                                                  |  | 35 POS ALPHA |  | BLANK                                                                                             
|          |  |                                                        | 
|          |  | LAYOUT FOR 060-1 RECORD - PROPERTY ADDRESS INFORMATION |  |              |  |                                                                                                   
|          |  |                                                        | 
|1-3       |  | TRAN CODE                                              |  | 3 POS NUM    |  | 060 ONLY IF THE PROPERTY ADDRESS IS DIFFERENT FROM MAILING ADDRESS                              
|          |  |                                                        | 
|4         |  | ACTION CODE                                            |  | 1 POS ALPHA  |  | A                                                                                               
|          |  |                                                        | 
|5         |  | COMPANY #                                              |  | 1 POS NUM    |  | ALWAYS 1                                                                                        
|          |  |                                                        | 
|6-13      |  | CHASE LOAN #                                           |  | 8 POS NUM    |  | TO BE ASSIGNED                                                                                    
|          |  |                                                        | 
|14-20     |  | HOUSE #                                                |  | 7 POS ALPHA  |  | LEFT JUSTIFIED - NO PUNCTUATION OR LOWER CASE ( HOUSE NUMBER COULD BE FOR EXAMPLE 24A)            
|          |  |                                                        | 
|21-42     |  | STREET ADDRESS                                         |  | 22 POS ALPHA |  | LEFT JUSTIFIED - NO PUNCTUATION OR LOWER CASE                                                     
|          |  |                                                        | 
|43-62     |  | CITY                                                   |  | 20 POS ALPHA |  | LEFT JUSTIFIED - NO PUNCTUATION OR LOWER CASE                                                     
|          |  |                                                        | 
|63-64     |  | STATE                                                  |  | 2 POS ALPHA  |  | STANDARD STATE POSTAL CODE ABBREVIATION                                                           
|          |  |                                                        | 
|65-69     |  | ZIP CODE                                               |  | 5 POS NUM    |  | ZIP CODE PER U.S. POSTAL SERVICE                                                                  
|          |  |                                                        | 
|70-128    |  | BLANK                                                  |  | 59 POS ALPHA |  | BLANK                                                                                             



9



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                |  | FORMAT       |  | DESCRIPTION                                                                                                                                                                                                                      
|--------- |  | ----------------------------------------- |  | ------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |  |                                           | 
|          |  | LAYOUT FOR 070-1 RECORD - TAX INFORMATION |  |              |  |                                                                                                                                                                                                                                  
|          |  |                                           | 
|1-3       |  | TRAN CODE                                 |  | 3 POS NUM    |  | 070 SEND MULTIPLE RECORDS IF MULTIPLE TYPES OF TAX ARE PAID, I.E. SCHOOL, COUNTY, AND TOWN TAXES, OR IF MULTIPLE PARCELS ARE PAID.                                                                                             
|          |  |                                           | 
|4         |  | ACTION CODE                               |  | 1 POS ALPHA  |  | A                                                                                                                                                                                                                              
|          |  |                                           | 
|5         |  | COMPANY *                                 |  | 1 POS NUM    |  | ALWAYS  1                                                                                                                                                                                                                      
|          |  |                                           | 
|6-13      |  | CHASE LOAN #                              |  | 8 POS NUM    |  | TO BE ASSIGNED                                                                                                                                                                                                                   
|          |  |                                           | 
|14-16     |  | SEQUENCE # & TAX TYPE                     |  | 3 POS NUM    |  |                                                                                                                                                                                                                                  
|          |  |                                           | 
|17        |  | TAX STATUS                                |  | 1 POS ALPHA  |  | P IF PAYS OWN, BLANK IF PAID BY MORTGAGE CO.                                                                                                                                                                                   
|          |  |                                           | 
|18        |  | CONTRACT STATUS                           |  | 1 POS ALPHA  |  | WISCONSIN ONLY: 1 = PAY TAXES WHEN DUE        2 = BILL RECEIVED PRIOR TO DECEMBER 20TH THEREFORE WILL BE PAID BY
DECEMBER 31ST        3 = OPTIONAL MONEY BACK TO BORROWER BY DECEMBER 18TH FOR PAYMENT OF TAXES BY BORROWER
|          |  |                                           | 
|          |  |                                           |  |              |  | ALL OTHER STATES SHOULD BE BLANK                                                                                                                                                                                                 
|          |  |                                           | 
|19        |  | BLANK                                     |  | 1 POS ALPHA  |  | BLANK                                                                                                                                                                                                                            
|          |  |                                           | 
|20-21     |  | STATE CODE                                |  | 2 POS NUM    |  | SEE STATE MASTER LIST                                                                                                                                                                                                            
|          |  |                                           | 
|22-24     |  | COUNTY CODE                               |  | 3 POS NUM    |  | SEE TAX PAYEE LIST                                                                                                                                                                                                               
|          |  |                                           | 
|25-28     |  | MUNICIPALITY CODE                         |  | 4 POS NUM    |  | SEE TAX PAYEE LIST; IF PAYEE IS A COUNTY, MUNICIPAL CODE IS 0000.                                                                                                                                                              
|          |  |                                           | 
|29        |  | BLANK                                     |  | 1 POS ALPHA  |  | BLANK                                                                                                                                                                                                                            
|          |  |                                           | 
|30-39     |  | CONTRACT                                  |  | 10 POS NUM   |  | TRANSAMERICA CONTRACT NUMBER. IF TRANSAMERICA NOT USED, ZERO FILL                                                                                                                                                                
|          |  |                                           | 
|40-59     |  | PARCEL ID                                 |  | 20 POS ALPHA |  | LOT & BLOCK OR PARCEL IDENTIFICATION # FROM MORTGAGE; LEFT JUSTIFY, BLANK FILL TO END                                                                                                                                            
|          |  |                                           | 
|60-63     |  | NEXT DUE DATE                             |  | 4 POS NUM    |  | MMYY FORMAT; TRUE NEXT DUE DATE FOR TAXES MINUS ONE MONTH                                                                                                                                                                        
|          |  |                                           | 
|64-72     |  | LAST AMOUNT PAID                          |  | 9 POS NUM    |  | LAST AMOUNT PAID FOR TAXES, WITH CENTS, NO DECIMAL POINT.                                                                                                                                                                        
|          |  |                                           | 
|73        |  | CYCLE                                     |  | 1 POS NUM    |  | A = ANNUAL TAX, S = SEMI-ANNUAL, T = TRI-CYCLE, Q = QUARTERLY TAX                                                                                                                                                        
|          |  |                                           | 
|74-75     |  | MONTH PAYABLE 1                           |  | 2 POS NUM    |  | MONTH TAXES DUE LESS 1 MONTH IE. ACTUAL DUE DATE FEBRUARY, ENTER 01 AS PAYABLE MONTH                                                                                                                                           
|          |  |                                           | 
|          |  |                                           |  |              |  | IF ANNUAL CYCLE OF TAXES, PERIOD 1 WOULD REPRESENT MONTH IN WHICH TAX IS DUE LESS 1 MONTH.                                                                                                                                       
|          |  |                                           | 
|          |  |                                           |  |              |  | IF SEMI-ANNUAL CYCLE OF TAXES, PERIOD 1 REPRESENTS FIRST SEMI-ANNUAL PAYMENT DUE, PERIOD 2 WOULD REPRESENT                                                                                                                       
|          |  |                                           | 
|          |  |                                           |  |              |  | SECOND SEMI-ANNUAL PAYMENT DUE. IF QUARTERLY CYCLE, QUARTERS CORRESPOND TO 4 PERIODS.                                                                                                                                            
|          |  |                                           | 
|          |  |                                           |  |              |  | (RIGHT JUSTIFY WITH LEADING ZEROS; SORT IN CALENDAR ORDER IF THERE ARE MULTIPLE PAYABLE MONTHS, I.E. 02, 04, 07, 10.                                                                                                             
|          |  |                                           | 
|76-77     |  | MONTH PAYABLE 2                           |  | 2 POS NUM    |  | SAME AS ABOVE                                                                                                                                                                                                                    
|          |  |                                           | 
|78-79     |  | MONTH PAYABLE 3                           |  | 2 POS NUM    |  | SAME AS ABOVE                                                                                                                                                                                                                    
|          |  |                                           | 
|80-81     |  | MONTH PAYABLE 4                           |  | 2 POS NUM    |  | SAME AS ABOVE                                                                                                                                                                                                                    
|          |  |                                           | 
|82-83     |  | TAX YEAR                                  |  | 2 POS NUM    |  | TAX YEAR BEING PAID PER TAXING AUTHORITY, IE. 91. MAY REPRESENT FISCAL OR CALENDAR YEAR.                                                                                                                                       
|          |  |                                           | 
|84-92     |  | TAX YEAR AMOUNT                           |  | 9 POS NUM    |  | TOTAL TAX AMOUNT DUE FOR YEAR/FISCAL OR ANNUAL, USED FOR ESCROW ANALYSIS. (RIGHT JUSTIFIED WITH LEADING ZEROS)                                                                                                                   
|          |  |                                           | 
|          |  |                                           |  |              |  | WITH CENTS, NO DECIMAL POINT.                                                                                                                                                                                                    
|          |  |                                           | 
|93-98     |  | TRETS CODE                                |  | 6 POS A/N    |  | TRANSAMERICA TRETS CODE                                                                                                                                                                                                          
|          |  |                                           | 
|99-128    |  | BLANK                                     |  | 30 POS ALPHA |  | BLANK                                                                                                                                                                                                                            



10



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                      |  | FORMAT       |  | DESCRIPTION                                                                              
|--------- |  | ----------------------------------------------- |  | ------------ |  | -----------------------------------------------------------------------------------------
|          |  |                                                 | 
|          |  | LAYOUT FOR 080-1 RECORD - INSURANCE INFORMATION |  |              |  |                                                                                          
|          |  |                                                 | 
|1-3       |  | TRAN CODE                                       |  | 3 POS NUM    |  | 080 SEND MULTIPLE RECORDS IF MULTIPLE TYPES OF INSURANCE ARE PAID, I.E., HAZARD, FLOOD,
|          |  |                                                 | 
|4         |  | ACTION CODE                                     |  | 1 POS ALPHA  |  | A                                                                                      
|          |  |                                                 | 
|5         |  | COMPANY #                                       |  | 1 POS NUM    |  | ALWAYS 1                                                                               
|          |  |                                                 | 
|6-13      |  | CHASE LOAN #                                    |  | 8 POS NUM    |  | TO BE ASSIGNED                                                                           
|          |  |                                                 | 
|14-15     |  | SEQUENCE #                                      |  | 2 POS NUM    |  | 01 - HAZARD INS                                                                          
|          |  |                                                 | 
|          |  |                                                 |  |              |  | 02 - HAZARD INS ADDL                                                                    
|          |  |                                                 | 
|          |  |                                                 |  |              |  | 03 - HAZARD INS ADDL                                                                    
|          |  |                                                 | 
|          |  |                                                 |  |              |  | 20 - WIND & HALE INS                                                                     
|          |  |                                                 | 
|          |  |                                                 |  |              |  | 30 - FLOOD INS                                                                           
|          |  |                                                 | 
|          |  |                                                 |  |              |  | 31 - FLOOD INS ADDL                                                                     
|          |  |                                                 | 
|          |  |                                                 |  |              |  | 32 - FLOOD INS ADDL                                                                     
|          |  |                                                 | 
|16        |  | TERM                                            |  | 1 POS NUM    |  | 1 = ANNUAL POLICY (CYCLE = P)                                                          
|          |  |                                                 | 
|          |  |                                                 |  |              |  | 3 = 3 YEAR POLICY (CYCLE = I)                                                          
|          |  |                                                 | 
|17        |  | CYCLE                                           |  | 1 POS ALPHA  |  | P = MONTHLY PAYMENT (TERM = 1)                                                         
|          |  |                                                 | 
|          |  |                                                 |  |              |  | T = INSTALLMENT (TERM = 3)                                                             
|          |  |                                                 | 
|18        |  | STATUS                                          |  | 1 POS ALPHA  |  | P= PAYS OWN                                                                            
|          |  |                                                 | 
|          |  |                                                 |  |              |  | A = CONDO ASSOCIATION                                                                  
|          |  |                                                 | 
|          |  |                                                 |  |              |  | S = DONT PAY (FORECLOSURES, CERTAIN BANKRUPTCIES)                                     
|          |  |                                                 | 
|          |  |                                                 |  |              |  | BLANK = PAID BY MORTGAGE CO.                                                           
|          |  |                                                 | 
|19        |  | CANCELLATION CODE                               |  | 1 POS ALPHA  |  | SEE CANCELLATION CODE LIST                                                               
|          |  |                                                 | 
|20-25     |  | CANCELLATION DATE                               |  | 6 POS NUM    |  | MMDDYY FORMAT                                                                            
|          |  |                                                 | 
|26-31     |  | EXPIRATION DATE                                 |  | 6 POS NUM    |  | DATE POLICY WILL EXPIRE MMDDYY FORMAT                                                    
|          |  |                                                 | 
|32-37     |  | NEXT DUE DATE                                   |  | 6 POS NUM    |  | ACTUAL DUE DATE OF INS POLICY MMDDYY FORMAT                                              
|          |  |                                                 | 
|38-42     |  | PAYEE CODE                                      |  | 5 POS NUM    |  | SEE PAYEE CODE LIST                                                                      
|          |  |                                                 | 
|43-47     |  | INSURER CODE                                    |  | 5 POS NUM    |  | SEE PAYEE CODE LIST                                                                      
|          |  |                                                 | 
|48-56     |  | TOTAL PREMIUM DUE                               |  | 9 POS NUM    |  | PREMIUM DUE WITH CENTS, RIGHT JUSTIFY AND ZERO FILL                                      
|          |  |                                                 | 
|57-65     |  | COVERAGE AMOUNT                                 |  | 9 POS NUM    |  | DOLLAR AMOUNT OF COVERAGE, NO CENTS                                                      
|          |  |                                                 | 
|66-81     |  | POLICY NUMBER                                   |  | 16 POS ALPHA |  | INS POLICY NUMBER                                                                        
|          |  |                                                 | 
|82-128    |  | BLANK                                           |  | 47 POS ALPHA |  | BLANK                                                                                    



11



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                         |  | FORMAT       |  | DESCRIPTION                                        
|--------- |  | -------------------------------------------------- |  | ------------ |  | ---------------------------------------------------
|          |  |                                                    | 
|          |  | LAYOUT FOR 090-1 RECORD - Ml PREMIUMS PAID TO DATE |  |              |  |                                                    
|          |  |                                                    | 
|1-3       |  | TRAN CODE                                          |  | 3 POS NUM    |  | HARDCODE 090                                     
|          |  |                                                    | 
|4         |  | BLANK                                              |  | 1 POS ALPHA  |  | BLANK                                              
|          |  |                                                    | 
|5         |  | COMPANY #                                          |  | 1 POS NUM    |  | ALWAYS  1                                        
|          |  |                                                    | 
|6-13      |  | CHASE LOAN #                                       |  | 8 POS NUM    |  | TO BE ASSIGNED                                     
|          |  |                                                    | 
|14-16     |  | FIELD #                                            |  | 3 POS NUM    |  | HARDCODE123                                        
|          |  |                                                    | 
|17-18     |  | FIELD LENGTH                                       |  | 2 POS ALPHA  |  | HARDCODE 07                                        
|          |  |                                                    | 
|19-38     |  | FIELD DESCRIPTION                                  |  | 20 POS ALPHA |  | HARDCODE MI PREM PD TO DATE                      
|          |  |                                                    | 
|39-42     |  | FIELD I.D.S                                       |  | 4 POS ALPHA  |  | HARDCODE 3913                                    
|          |  |                                                    | 
|43-50     |  | BLANK                                              |  | 8 POS NUM    |  | BLANK                                              
|          |  |                                                    | 
|51-57     |  | MI PREM. PAID YTD                                  |  | 7 POS ALPHA  |  | AMOUNT PAID BY SELLER PRIOR TO TRANSFER, WITH CENTS
|          |  |                                                    | 
|58-128    |  | BLANK                                              |  | 71 POS       |  | BLANK                                              



12



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                                    |  | FORMAT       |  | DESCRIPTION                                             
|--------- |  | ------------------------------------------------------------- |  | ------------ |  | --------------------------------------------------------
|          |  |                                                               | 
|          |  | LAYOUT FOR 093-1 RECORD - FOR ALL ACQUISITIONS                |  |              |  |                                                         
|          |  |                                                               | 
|1-3       |  | TRAN CODE                                                     |  | 3 POS NUM    |  | HARDCODE 093 PROVIDES POOL ISSUE DATE FOR POOLED LOANS
|          |  |                                                               | 
|4         |  | BLANK                                                         |  | 1 POS ALPHA  |  | BLANK                                                   
|          |  |                                                               | 
|5         |  | COMPANY #                                                     |  | 1 POS NUM    |  | ALWAYS 1                                              
|          |  |                                                               | 
|6-13      |  | CHASE LOAN #                                                  |  | 8 POS NUM    |  | TO BE ASSIGNED                                          
|          |  |                                                               | 
|14-16     |  | FIELD #                                                       |  | 3 POS NUM    |  | HARDCODE 069                                            
|          |  |                                                               | 
|17-18     |  | FIELD LENGTH                                                  |  | 2 POS ALPHA  |  | HARDCODE 06                                             
|          |  |                                                               | 
|19-32     |  | FIELD DESCRIPTION                                             |  | 14 POS ALPHA |  | HARDCODE POOL ISSUE DTE                               
|          |  |                                                               | 
|33-38     |  | BLANK                                                         |  | 7 POS ALPHA  |  | BLANK                                                   
|          |  |                                                               | 
|39-42     |  | FIELD I. D.S                                                 |  | 4 POS NUM    |  | 3319                                                    
|          |  |                                                               | 
|43-50     |  | BLANK                                                         |  | 8 POS ALPHA  |  | BLANK                                                   
|          |  |                                                               | 
|51-56     |  | POOL ISSUE DATE                                               |  | 6 POS NUM    |  | MMDDYY FORMAT (NO /S)                                  
|          |  |                                                               | 
|57-128    |  | BLANK                                                         |  | 71 POS       |  | BLANK                                                   
|          |  |                                                               | 
|          |  | LAYOUT FOR 093-2 RECORD - FOR COISSUE AND BULK TRANSFERS ONLY |  |              |  |                                                         
|          |  |                                                               | 
|1-3       |  | TRAN CODE                                                     |  | 3 POS NUM    |  | HARDCODE 093 PROVIDES POOL ISSUE DATE FOR POOLED LOANS
|          |  |                                                               | 
|4         |  | BLANK                                                         |  | 1 POS ALPHA  |  | BLANK                                                   
|          |  |                                                               | 
|5         |  | COMPANY #                                                     |  | 1 POS NUM    |  | ALWAYS  1                                             
|          |  |                                                               | 
|6-13      |  | CHASE LOAN #                                                  |  | 8 POS NUM    |  | TO BE ASSIGNED                                          
|          |  |                                                               | 
|14-16     |  | FIELD #                                                       |  | 3 POS NUM    |  | HARDCODE 091                                            
|          |  |                                                               | 
|17-18     |  | FIELD LENGTH                                                  |  | 2 POS ALPHA  |  | HARDCODE 06                                             
|          |  |                                                               | 
|19-32     |  | FIELD DESCRIPTION                                             |  | 14 POS ALPHA |  | COMMITMENT NO.                                          
|          |  |                                                               | 
|33-38     |  | BLANK                                                         |  | 7 POS ALPHA  |  | BLANK                                                   
|          |  |                                                               | 
|39-42     |  | FIELD I. D.S                                                 |  | 4 POS NUM    |  | HARDCODE 3611                                           
|          |  |                                                               | 
|43-50     |  | BLANK                                                         |  | 8 POS ALPHA  |  | BLANK                                                   
|          |  |                                                               | 
|51-56     |  | POOL NUMBER                                                   |  | 6 POS NUM    |  | INVESTOR POOL NUMBER                                    
|          |  |                                                               | 
|57-128    |  | BLANK                                                         |  | 71 POS       |  | BLANK                                                   
|          |  |                                                               | 
|          |  | LAYOUT FOR 093-3 RECORD - ESCROW ANALYSIS DATE                |  |              |  |                                                         
|          |  |                                                               | 
|1-3       |  | TRAN CODE                                                     |  | 3 POS NUM    |  | HARDCODE 093                                          
|          |  |                                                               | 
|4-5       |  | BLANK                                                         |  | 2 POS ALPHA  |  | BLANK                                                   
|          |  |                                                               | 
|6-13      |  | CMMC LOAN #                                                   |  | 8 POS NUM    |  | TO BE ASSIGNED                                          
|          |  |                                                               | 
|14-16     |  | FIELD #                                                       |  | 3 POS NUM    |  | HARDCODE 101                                          
|          |  |                                                               | 
|17-18     |  | FIELD SIZE                                                    |  | 2 POS NUM    |  | HARD CODE 04                                          
|          |  |                                                               | 
|19-38     |  | DESCRIPTION                                                   |  | 20 POS ALPHA |  | LAST ANALYSIS DATE (LEFT JUSTIFIED)                   
|          |  |                                                               | 
|39-42     |  | MAJOR-MINOR                                                   |  | 4 POS NUM    |  | HARDCODE 3711                                         
|          |  |                                                               | 
|51-54     |  | LAST ESCROW ANALYSIS DATE                                     |  | 4 POS NUM    |  | MMYY                                                    
|          |  |                                                               | 
|55-128    |  | BLANK                                                         |  | 76 POS ALPHA |  | BLANK                                                   





13



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                                   |  | FORMAT       |  | DESCRIPTION                                 
|--------- |  | ------------------------------------------------------------ |  | ------------ |  | --------------------------------------------
|          |  |                                                              | 
|          |  | LAYOUT FOR 011-1 RECORD - APPLICATION INFORMATION (AOT ONLY) |  |              |  |                                             
|          |  |                                                              | 
|1-3       |  | TRAN CODE                                                    |  | 3 POS NUM    |  | 011                                       
|          |  |                                                              | 
|4         |  | BLANK                                                        |  | 1 POS ALPHA  |  | BLANK                                       
|          |  |                                                              | 
|5         |  | COMPANY #                                                    |  | 1 POS NUM    |  | ALWAYS 1                                  
|          |  |                                                              | 
|6-13      |  | CHASE LOAN #                                                 |  | 8 POS NUM    |  | TO BE ASSIGNED                              
|          |  |                                                              | 
|14        |  | SUB COSE                                                     |  | 1 POS NUM    |  | 1                                         
|          |  |                                                              | 
|15        |  | REGION                                                       |  | 1 POS NUM    |  | FIRST DIGIT OF 8 DIGIT LOAN NUMBER          
|          |  |                                                              | 
|16-18     |  | MARKET TYPE                                                  |  | 3 POS NUM    |  | SEE TABLE                                   
|          |  |                                                              | 
|          |  | FLAGS                                                        |  |              |  |                                             
|          |  |                                                              | 
|19        |  | APPLICATION FLAG                                             |  | 1 POS NUM    |  | ALWAYS 1                                  
|          |  |                                                              | 
|20-21     |  | BLANK FILL                                                   |  | 2 POS ALPHA  |  | BLANK                                       
|          |  |                                                              | 
|22        |  | REPORT TYPE                                                  |  | 1 POS NUM    |  | ALWAYS 9                                  
|          |  |                                                              | 
|23        |  | BLANK FILL                                                   |  | 1 POS ALPHA  |  | BLANK FILL                                  
|          |  |                                                              | 
|24        |  | TYPE LOAN                                                    |  | 1 POS ALPHA  |  | C - CONVENTIONAL, F - FHA, V - VA     
|          |  |                                                              | 
|25-31     |  | BLANK FILL                                                   |  | 7 POS ALPHA  |  | BLANK FILL                                  
|          |  |                                                              | 
|32        |  | TYPE DWELLING                                                |  | 1 POS NUM    |  | SEE ATTACHMENT 3                            
|          |  |                                                              | 
|33        |  | GPM PLAN                                                     |  | 1 POS NUM    |  | PLAN TYPE IN YEARS, I.E. 1 YEAR GPM = 1   
|          |  |                                                              | 
|34        |  | BLANK FILL                                                   |  | 1 POS ALPHA  |  | BLANK FILL                                  
|          |  |                                                              | 
|35        |  | REFINANCE                                                    |  | 1 POS NUM    |  | 1 IF REFINANCE; BLANK IF NOT              
|          |  |                                                              | 
|36        |  | OCCUPIED                                                     |  | 1 POS NUM    |  | 1 OWNER OCCUPIED; 2 NON OWNER OCCUPIED  
|          |  |                                                              | 
|37-39     |  | BLANK FILL                                                   |  | 3 POS ALPHA  |  | BLANK FILL                                  
|          |  |                                                              | 
|40        |  | DIVISION CODE                                                |  | 1 POS ALPHA  |  | ALWAYS A                                  
|          |  |                                                              | 
|41-52     |  | BLANK FILL                                                   |  | 12 POS ALPHA |  | BLANK FILL                                  
|          |  |                                                              | 
|53-55     |  | BRANCH NUMBER                                                |  | 3 POS NUM    |  | FIRST THREE DIGITS OF THE 8 BYTE LOAN NUMBER
|          |  |                                                              | 
|56-63     |  | ZERO FILL                                                    |  | 8 POS NUM    |  | ZERO FILL                                   
|          |  |                                                              | 
|64-70     |  | INTEREST RATE                                                |  | 7 POS NUM    |  | 11.375% = 1137500                         
|          |  |                                                              | 
|71-72     |  | STATE CODE                                                   |  | 2 POS NUM    |  | SEE STATE CODE                              
|          |  |                                                              | 
|73-76     |  | YEAR BUILT                                                   |  | 4 POS NUM    |  | EXAMPLE 1948                              
|          |  |                                                              | 
|77-85     |  | ZERO FILL                                                    |  | 9 POS NUM    |  | ZERO FILL                                   
|          |  |                                                              | 
|86-94     |  | APPRAISED VALUE                                              |  | 9 POS NUM    |  | BALANCE WITH CENTS; MUST BE DISCLOSED       
|          |  |                                                              | 
|95-99     |  | LOAN TO VALUE RATIO                                          |  | 5 POS NUM    |  | XXX.XX; MUST BE DISCLOSED, NO DECIMAL POINT 
|          |  |                                                              | 
|100-118   |  | ZERO FILL                                                    |  | 19 POS NUM   |  | ZERO FILL                                   
|          |  |                                                              | 
|119-123   |  | BLANK FILL                                                   |  | 5 POS ALPHA  |  | BLANK FILL                                  
|          |  |                                                              | 
|124-128   |  | ZERO FILL                                                    |  | 5 POS NUM    |  | ZERO FILL                                   



TAPE NOTES: PLEASE PROVIDE UNLABELED
TAPE; SPECIFY EBCDIC OR ASCII, DENSITY AND BLOCKING FACTOR.

BLOCK TAPE 128X100

PLEASE SORT RECORDS AS FOLLOWS: 1 THROUGH 14.

IF NO DATA IS AVAILABLE FOR INDIVIDUAL ELEMENTS, ZERO FILL NON REQUIRED
NUMERIC FIELDS, BLANK FILL ALPHA FIELDS.

ALPHA (ALPHA/NUMERIC) FIELDS MAY CONTAIN NUMBERS OR LETTERS.



14



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                                        |  | FORMAT       |  | DESCRIPTION         
|--------- |  | ----------------------------------------------------------------- |  | ------------ |  | --------------------
|          |  |                                                                   | 
|          |  | LAYOUT FOR 011-2 RECORD - APPLICATION LOAN INFORMATION (AOT ONLY) |  |              |  |                     
|          |  |                                                                   | 
|1-3       |  | TRAN CODE                                                         |  | 3 POS NUM    |  | 011               
|          |  |                                                                   | 
|4         |  | BLANK FILL                                                        |  | 1 POS ALPHA  |  | BLANK FILL          
|          |  |                                                                   | 
|5         |  | COMPANY #                                                         |  | 1 POS ALPHA  |  | ALWAYS 1          
|          |  |                                                                   | 
|6-13      |  | CHASE LOAN #                                                      |  | 8 POS NUM    |  | TO BE ASSIGNED      
|          |  |                                                                   | 
|14        |  | SUB CODE                                                          |  | 1 POS NUM    |  | 2                 
|          |  |                                                                   | 
|15-40     |  | ZERO FILL                                                         |  | 26 POS NUM   |  | ZERO FILL           
|          |  |                                                                   | 
|41-43     |  | TERM IN YEARS                                                     |  | 3 POS NUM    |  | REQUIRED            
|          |  |                                                                   | 
|44-46     |  | TERM IN MONTHS                                                    |  | 3 POS NUM    |  | REQUIRED            
|          |  |                                                                   | 
|47-48     |  | NUMBER OF UNITS                                                   |  | 2 POS NUM    |  | REQUIRED            
|          |  |                                                                   | 
|49-50     |  | BLANK FILL                                                        |  | 2 POS ALPHA  |  | BLANK FILL          
|          |  |                                                                   | 
|51-59     |  | ORIGINAL LOAN AMOUNT                                              |  | 9 POS NUM    |  | NO CENTS; REQUIRED  
|          |  |                                                                   | 
|60-70     |  | ZERO FILL                                                         |  | 11 POS NUM   |  | ZERO FILL           
|          |  |                                                                   | 
|71-77     |  | WAREHOUSE INT RATE                                                |  | 7 POS NUM    |  | 11.375% = 1137500 
|          |  |                                                                   | 
|78-88     |  | THIRD PARTY LOAN NUMBER                                           |  | 11 POS NUM   |  | SELLERS LOAN NUMBER
|          |  |                                                                   | 
|89-93     |  | WAREHOUSE NUMBER                                                  |  | 5 POS NUM    |  | 50000             
|          |  |                                                                   | 
|94-125    |  | ZERO FILL                                                         |  | 32 POS NUM   |  | ZERO FILL           
|          |  |                                                                   | 
|126-128   |  | BLANK FILL                                                        |  | 3 POS ALPHA  |  | BLANK FILL          
|          |  |                                                                   | 
|          |  | LAYOUT FOR 011-3 RECORD - APPLICATION LOAN INFORMATION (AOT ONLY) |  |              |  |                     
|          |  |                                                                   | 
|1-3       |  | TRAN CODE                                                         |  | 3 POS NUM    |  | 011               
|          |  |                                                                   | 
|4         |  | BLANK FILL                                                        |  | 1 POS ALPHA  |  | BLANK FILL          
|          |  |                                                                   | 
|5         |  | COMPANY #                                                         |  | 1 POS NUM    |  | ALWAYS 1          
|          |  |                                                                   | 
|6-13      |  | CHASE LOAN #                                                      |  | 8 POS NUM    |  | TO BE ASSIGNED      
|          |  |                                                                   | 
|14        |  | SUB CODE                                                          |  | 1 POS NUM    |  | 3                 
|          |  |                                                                   | 
|15-29     |  | ZERO FILL                                                         |  | 15 POS NUM   |  | ZERO FILL           
|          |  |                                                                   | 
|30-39     |  | SHORT NAME                                                        |  | 10 POS ALPHA |  | LAST NAME ONLY      
|          |  |                                                                   | 
|40-48     |  | P&I CONSTANT                                                      |  | 9 POS NUM    |  | WITH CENTS          
|          |  |                                                                   | 
|49-50     |  | BLANK FILL                                                        |  | 2 POS ALPHA  |  | BLANK FILL          
|          |  |                                                                   | 
|51-71     |  | ZERO FILL                                                         |  | 21 POS NUM   |  | ZERO FILL           
|          |  |                                                                   | 
|72-77     |  | APPLICATION DATE                                                  |  | 6 POS NUM    |  | MMDDYY              
|          |  |                                                                   | 
|78-83     |  | CLOSING DATE                                                      |  | 6 POS NUM    |  | MMDDYY              
|          |  |                                                                   | 
|84-90     |  | ZERO FILL                                                         |  | 7 POS NUM    |  | ZERO FILL           
|          |  |                                                                   | 
|91-101    |  | SALES PRICE                                                       |  | 11 POS NUM   |  | WITH CENTS          
|          |  |                                                                   | 
|102-128   |  | BLANK FILL                                                        |  | 27 POS ALPHA |  | BLANK FILL          



15



---

RECORD LAYOUT FOR BULK ACQUISITIONS ONLY



|POSITIONS |  | FIELD NAME                                                       |  | FORMAT       |  | DESCRIPTION                                             
|--------- |  | ---------------------------------------------------------------- |  | ------------ |  | --------------------------------------------------------
|          |  |                                                                  | 
|          |  | LAYOUT FOR 011-4 RECORD -APPLICATION LOAN INFORMATION (AOT ONLY) |  |              |  |                                                         
|          |  |                                                                  | 
|1-3       |  | TRAN CODE                                                        |  | 3 POS NUM    |  | 011                                                    
|          |  |                                                                  | 
|4         |  | HARDCODE A                                                     |  | 1 POS ALPHA  |  | HARDCODE A                                            
|          |  |                                                                  | 
|5         |  | COMPANY #                                                        |  | 1 POS NUM    |  | ALWAYS 1                                              
|          |  |                                                                  | 
|6-13      |  | CHASE LOAN #                                                     |  | 8 POS NUM    |  | TO BE ASSIGNED                                          
|          |  |                                                                  | 
|14        |  | SUB CODE                                                         |  | 1 POS NUM    |  | 4                                                     
|          |  |                                                                  | 
|15-16     |  | HARDCODE 44                                                    |  | 2 POS NUM    |  | HARDCODE 44                                           
|          |  |                                                                  | 
|17-18     |  | BLANK FILL                                                       |  | 2 POS ALPHA  |  | BLANK FILL                                              
|          |  |                                                                  | 
|19-20     |  | HARDCODE 88                                                    |  | 2 POS NUM    |  | HARDCODE 88                                           
|          |  |                                                                  | 
|21-26     |  | BLANK FILL                                                       |  | 6 POS ALPHA  |  | BLANK FILL                                              
|          |  |                                                                  | 
|27-30     |  | ZERO FILL                                                        |  | 4 POS NUM    |  | ZERO FILL                                               
|          |  |                                                                  | 
|31-32     |  | BLANK FILL                                                       |  | 2 POS ALPHA  |  | BLANK FILL                                              
|          |  |                                                                  | 
|33-38     |  | ACQUISTION DATE                                                  |  | 6 POS NUM    |  | FORMAT MMDDYY - DATE PAYMENT EXPECTED FOR ACQUIRED LOANS
|          |  |                                                                  | 
|39-89     |  | BLANK FILL                                                       |  | 51 POS ALPHA |  | BLANK FILL                                              
|          |  |                                                                  | 
|90-100    |  | CURRENT PRINCIPAL BALANCE                                        |  | 11 POS NUM   |  | WITH CENTS                                              
|          |  |                                                                  | 
|101       |  | HARDCODE Y                                                     |  | 1 POS ALPHA  |  | HARDCODE Y                                            
|          |  |                                                                  | 
|102-122   |  | BLANK FILL                                                       |  | 21 POS ALPHA |  | BLANK FILL                                              
|          |  |                                                                  | 
|123-128   |  | DATE OF TRANSFER                                                 |  | 6 POS NUM    |  | FORMAT MMDDYY - DATE OF CREATION OF TAPE                



16



---

EXHIBIT K



[LETTERHEAD OF FINANCING ENTITY]



SAMPLE LIEN RELEASE



[DATE]



Anthony P. Meli, Jr., CMB

Chase Manhattan Mortgage Corporation

343 Thornall Street

Edison, NJ 08837



| | Re: | [Seller Name]
| | --- | -------------



Dear Mr. Meli:



This letter
certifies that [name of financing entity][is the agent for the group of lenders that are parties to the mortgage warehouse loan agreement/description of financing mechanism] with [seller name]dated [date]. [Name of financing
entity]further certifies that it has no right, title, or interest in the servicing rights related to the whole loan mortgages or mortgage pools delivered to you under the Purchase and Sale Agreement between Chase Manhattan Mortgage Corporation
and [seller name]dated [date].



If you have any questions or
concern, please contact me at (        )  - .



Sincerely,




---

EXHIBIT L



CORPORATE RESOLUTION



---

Resolution of Board of Directors



|   | 
|-- | 
|Of | 
|   | 
|   | 



Resolved first, that



|                                 |  |     |  |        
|-------------------------------- |  | --- |  | -------
|(Name
of Officer)                |  | the |  | (Title)
|                                 |  |     |  |        
|(Name
of Officer)                |  | the |  | (Title)
|                                 |  |     |  |        
|(Name
of Officer)                |  | the |  | (Title)
|                                 |  |     |  |        
|(Name
of Officer)                |  | the |  | (Title)
|                                 |  |     |  |        
|(Name
of Officer)                |  | the |  | (Title)
|                                 |  |     |  |        
|(Name
of Officer)                |  | the |  | (Title)
|                                 |  |     |  |        
|(Name
of Web Site Administrator) |  | the |  | (Title)



of this corporation, or any one or
more of them or their duly elected or appointed successors in office, be and each of them is hereby authorized and empowered in the name of and from time to time while these resolutions are in effect, to execute any and all agreements, contracts,
assignments, endorsements, and furnish any information required or deemed necessary or proper by Chase Manhattan Mortgage Corporation in connection with any of the foregoing.



I HEREBY CERTIFY that the foregoing is a true and correct copy of a resolution presented to and adopted by the Board of Directors of:



____________________________________________________________________________________________________________

at a meeting duly called and held at

______, ___________________________________________, _______________________________________________________

on ______________ at which a quorum was present and voted and that such resolution is duly recorded in the minute book of this corporation; that the officers named in
said resolution have incumbents of the respective offices set after their respective names.



(Corporate Seal)



(Secretary)




---

|TO:   |  | Chase Manhattan Mortgage Corporation ___________________Sales Manager                                                                            
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|FR:   |  | ___________________________________(Seller) ________________________________Telephone Number ________________________________Fax Number          
|      | 
|Date: |  |                                                                                                                                                  
|      | 
|Re:   |  | Sale of Servicing Rights                                                                                                                         
|      | 
|      |  | ________Sale (20% Deposit)             Type of Sale: ___Bulk
____Co-Issue ________Transfer (___%)                  ____ FHLMC _____
FNMA ___ GNMA



---

To support our requested funding for the Sale of Servicing Rights, enclosed are the following:



| |  | a hard copy and disc in Excel, Lotus, or ASCI text file format containing this months billing for Servicing Rights. The disc contains the data elements listed on the attached
Data Fields Requested for Funding.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | copies of the pool documents required for each type of delivery,
| | - | ----------------------------------------------------------------



|FNMA                    |  | FHLMC                   |  | GNMA                     
|----------------------- |  | ----------------------- |  | -------------------------
|Pool Schedule Form 2005 |  | Pool Schedules          |  | Pool Cover, Form 11705   
|Pool Package Edit Sheet |  | Form 381                |  | Pool Schedule, Form 11706
|                        |  | Form 15A containing     |  |                          
|                        |  | Pool No., geographic    |  |                          
|                        |  | disperson, and evidence |  |                          
|                        |  | of WAC and Guaranty     |  |                          
|                        |  | Fee                     |  |                          



| |  | a month-end trial balance,
| | - | --------------------------



| |  | a Monthly Certification duly executed by an officer of our firm,
| | - | ----------------------------------------------------------------



Please wire the proceeds to:



|Bank Name:    |  | 
|------------- |  | 
|              | 
|Bank ABA:     |  | 
|              | 
|Account Name: |  | 
|              | 
|Account No.:  |  | 
|              | 
|Attn:         |  | 
|              | 



Please call and fax a hard copy of the
final billing to:



____________________________Name __________________Telephone
____________________Fax



---

CHASE MANHATTAN MORTGAGE CORPORATION



Data Fields Requested for Funding

Time of Request: Sale

Requested Format: ASCII Text File



Pool/Aggregate

WAM: Weighted Average
Pool

FHLMC PC, Cash, etc.

Guarantee fee

Guaranty Fee: Buy Up, Buy Down

FHLMC Accounting Net Yield

FHLMC Contract No.

Issue date of Pool

Pool Number

Remittance Type (2 day ARC, A/A, S/S)

Security Coupon

Service Fee

Total Principal Balance

Transfer Date

WAC: Weighted Average Coupon

WTD Average Service Fee



Loan Level

ARM Margin

Buydown (Y/N)

Escrow (Y/N)

Escrow Balance

FHA/VA/CONV

First Payment Date

FNMA/FHLMC/GNMA I/GNMA II

Type of Security: FNMA Major, Cash, FHLMC PC, Gold

Gross Margin

Loan Number

Loan Type: Fixed, Arm, Balloon

Name of Borrower

Net Service Fee

Note Interest Rate

Original Loan Amount

Unpaid Principal Balance

Owner occupied (Y/N)

P&I

Paid to Date

Property type (Condo, Pud, One family, 2-4)

Purchase Price

Remaining Loan Term

State

Original Loan Term



---

BULK SUMMARY BILLING

APRIL 1997



|Wire Date                 |  | Enter Date Here |               
|------------------------- |  | --------------- | --------------
|Type                      |  | FNMA            |               
|# of Pool                 |  |                 | 47            
|# of Loans                |  |                 | 1,229         
|UPB                       |  | $               | 126,623,292.32
|                          |  |                 |               
|Purchase Price            |  | $               | 1,846,941.84  
|Excess Service Fee        |  |                 | #VALUE!       
|                          |  |                 |               
|Net Purchase Price        |  |                 | #VALUE!       
|Release Amount Percentage |  |                 | 20.00         
|                          |  |                 |               
|Net Wire Amount           |  |                 | #VALUE!       
|                          |  |                 |               





---

EXHIBIT C-2



MONTHLY CERTIFICATE



I, ________________________, a duly authorized officer of _____________________________________________ (the Seller) under the Agreement for the
Purchase of ___________ Servicing dated as of _________,199__ between Chase Manhattan Mortgage Corporation (the Purchaser) and the Seller hereby certify to the Purchaser pursuant to the Agreement on the Sale Date scheduled
for _____________.



1. The Seller has complied in all
material respects with all provisions of the Agreement, Agency Requirements and the Servicing Transfer Procedures (except to the extent later compliance is expressly authorized therein) applicable to Seller.



2. All Sellers representations and warranties included in Sections 5.02
and 5.03 of the Agreement are true and correct in all material respects as of the date hereof and the Sale Date.



3. Without limiting the generality of the foregoing and as of the Sale Date and the date hereof (i) the Mortgage Loans Schedules delivered to the Agencies
were and are true, correct and complete, and (ii) the Servicing Rights were not and are not subject to any lien, pledge or other encumbrance.



4. The Sellers accounting method with respect to the service fees associated with the Servicing Rights sold under the Agreement conforms to the
Safe Harbor provisions of Revenue Ruling 91-46. This is in effect and will continue to remain in effect for the Servicing Rights delivered under the Agreement.



5. There has been no material adverse change in the Sellers financial conditions since the date of the Sellers
most recent financial statements delivered to the Purchaser which would affect the Sellers ability to perform all of its obligations under the Agreement.



IN WITNESS WHEREOF, the undersigned has set his hand hereunto this day of ____________, 199__.



By:


Typed Name and Title:




---

BULK FNMA BILLING

APRIL 1997



|Pool # |  | Type |  | IssueMonth |  | # ofLoans |  | UPB            |  | Term |  | PurchasePrice (%) |  | PurchasePrice ($) |  | Wtd AvgInterestRate |  | Wtd AvgSecurityRate |  | Wtd AvgGuarantyFee |  | Wtd AvgNetService Fee |  | Wtd AvgExcess SvcFee |  | Excess SvcFee ($) upto .XX% |          | Illegible
|------ |  | ---- |  | ---------- |  | --------- |  | -------------- |  | ---- |  | ----------------- |  | ----------------- |  | ------------------- |  | ------------------- |  | ------------------ |  | --------------------- |  | -------------------- |  | --------------------------- | -------- | ---------
|373796 |  | FNMA |  | 35521      |  | 49        |  | 7,045,734.99   |  | 360  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 7.623%              |  | 7.00%               |  | 0.328%             |  | 0.xxxxxx%             |  | 0.xxxxxx%            |  | $                           | x,xxx.xx |          
|373795 |  | FNMA |  | 35521      |  | 115       |  | 14,132,695.50  |  | 360  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 8.001%              |  | 7.50%               |  | 0.230%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|376528 |  | FNMA |  | 35521      |  | 10        |  | 1,008,074.87   |  | 360  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 8.881%              |  | 8.50%               |  | 0.131%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|376526 |  | FNMA |  | 35521      |  | 15        |  | 2,012,169.33   |  | 360  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 8.639%              |  | 8.00%               |  | 0.238%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|376525 |  | FNMA |  | 35521      |  | 18        |  | 2,009,079.66   |  | 360  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 8.007%              |  | 7.50%               |  | 0.236%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|376536 |  | FNMA |  | 35521      |  | 15        |  | 1,784,175.00   |  | 360  |  | x.xxxx%           |  | $xx.xxx.xxx.xx    |  | 8.533%              |  | 8.00%               |  | 0.217%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|250940 |  | FNMA |  | 35521      |  | 2         |  | 155,271.62     |  | 240  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 7.875%              |  | 7.50%               |  | 0.125%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|376543 |  | FNMA |  | 35521      |  | 97        |  | 10,690,029.00  |  | 360  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 8.069%              |  | 7.50%               |  | 0.284%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|376542 |  | FNMA |  | 35521      |  | 28        |  | 3,520,627.72   |  | 360  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 7.613%              |  | 7.00%               |  | 0.317%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|376544 |  | FNMA |  | 35521      |  | 23        |  | 2,080,050.00   |  | 360  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 8.525%              |  | 8.00%               |  | 0.258%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|250914 |  | FNMA |  | 35521      |  | 6         |  | 589,450.00     |  | 360  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 9.039%              |  | 8.50%               |  | 0.287%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|251104 |  | FNMA |  | 35521      |  | 2         |  | 242,000.00     |  | 240  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 8.316%              |  | 8.00%               |  | 0.066%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|250969 |  | FNMA |  | 35521      |  | 3         |  | 224,500.00     |  | 360  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 7.118%              |  | 6.50%               |  | 0.308%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|250913 |  | FNMA |  | 35521      |  | 8         |  | 706,750.00     |  | 360  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 8.589%              |  | 8.00%               |  | 0.267%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|250977 |  | FNMA |  | 35521      |  | 11        |  | 797,962.79     |  | 120  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 7.555%              |  | 7.00%               |  | 0.303%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|373811 |  | FNMA |  | 35521      |  | 20        |  | 1,906,250.00   |  | 180  |  | x.xxxx%           |  | $xx.xxx.xxx.xx    |  | 7.059%              |  | 6.50%               |  | 0.282%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|373809 |  | FNMA |  | 35521      |  | 26        |  | 1,762,125.00   |  | 180  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 7.989%              |  | 7.50%               |  | 0.223%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|377906 |  | FNMA |  | 35521      |  | 37        |  | 4,118,133.70   |  | 360  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 8.067%              |  | 7.50%               |  | 0.271%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|373810 |  | FNMA |  | 35521      |  | 56        |  | 5,411,523.10   |  | 180  |  | x.xxxx%           |  | $xx.xxx.xxx.xx    |  | 7.582%              |  | 7.00%               |  | 0.301%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|251100 |  | FNMA |  | 35521      |  | 3         |  | 106,000.00     |  | 180  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 8.465%              |  | 8.00%               |  | 0.215%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|250976 |  | FNMA |  | 35521      |  | 1         |  | 120,000.00     |  | 120  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 7.000%              |  | 6.50%               |  | 0.250%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|251101 |  | FNMA |  | 35521      |  | 7         |  | 639,500.00     |  | 180  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 6.497%              |  | 6.00%               |  | 0.237%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|377907 |  | FNMA |  | 35521      |  | 19        |  | 2,416,753.30   |  | 360  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 7.557%              |  | 7.00%               |  | 0.289%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|373812 |  | FNMA |  | 35521      |  | 15        |  | 1,337,550.00   |  | 180  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 7.558%              |  | 7.00%               |  | 0.282%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|250937 |  | FNMA |  | 35521      |  | 9         |  | 710,550.00     |  | 180  |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 7.968%              |  | 7.50%               |  | 0.204%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|369986 |  | FNMA |  | 35521      |  | 21        |  | 2,851,600.00   |  | 84   |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 7.526%              |  | 7.00%               |  | 0.275%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|250922 |  | FNMA |  | 35521      |  | 8         |  | 926,087.83     |  | 84   |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 7.037%              |  | 6.50%               |  | 0.284%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|250974 |  | FNMA |  | 35521      |  | 6         |  | 603,150.00     |  | 84   |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 7.875%              |  | 7.50%               |  | 0.125%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|251103 |  | FNMA |  | 35521      |  | 1         |  | 170,000.00     |  | 84   |  | x.xxxx%           |  | $xx,xxx,xxx.xx    |  | 6.625%              |  | 6.00%               |  | 0.375%             |  | 0.xxxxxx%             |  | #VALUE!              |  |                             | #VALUE!  |          
|       |  |      |  |            |  |           |  |                |  |      |  |                   |  |                   |  |                     |  |                     |  |                    |  |                       |  |                      |  |                             |          |          
|29     |  |      |  |            |  | 631       |  | $70,077,793.41 |  |      |  |                   |  | $                |  |                     |  |                     |  |                    |  |                       |  |                      |  |                             | #VALUE!  |          
|       |  |      |  |            |  |           |  |                |  |      |  |                   |  |                   |  |                     |  |                     |  |                    |  |                       |  |                      |  |                             |          |          



|CHASE MANHATTAN MORTGAGE CORPORATION |  | CONFIDENTIAL |  | 
|------------------------------------ |  | ------------ |  | 





---

|Fannie Mae                        |  | Pool Number                             |  | 370023              |  | Plan Number               |  | 00000  |  |                    |  |    |  | Report Date/Time 01/02/97  13:45 Page
|--------------------------------- |  | --------------------------------------- |  | ------------------- |  | ------------------------- |  | ------ |  | ------------------ |  | -- |  | --------------------------------------
|Schedule of Mortgages - Form 2005 |  | Pool Status                             |  |                     |  | - FIXED                   |  |        |  | Multifamily Flag   |  | No |  |                                       
|                                  |  | Amortization Type                       |  | 1 - Fixed Rate      |  | ARM Flex Flag             |  | No     |  | Assumable Flag     |  | No |  | Weighted Average Calculations         
|Seller Number                     |  | Loan Type                               |  | 3 - Conventional    |  | Fixed MBS Margin          |  | 0.000  |  | Interest Only Flag |  | No |  |                                       
|Servicer Number                   |  | Pool Type                               |  | S - Single          |  | Fixed Servicing Fee       |  | 0.00   |  | Balloon Flag       |  | No |  |                                       
|                                  |  | Participation Percent                   |  | 100                 |  | Maximum Pool Accrual Rate |  | 0.000  |  |                    |  |    |  |                                       
|Lender Name                       |  | Pool Issue Date                         |  | 01/01/97            |  | Minimum Pool Accrual Rate |  | 0.000  |  | Pool Feature Codes |  |    |  |                                       
|Address                           |  | Book-Entry Date                         |  | 01/14/97            |  |                           |  |        |  |                    |  |    |  |                                       
|                                  |  | Pass-Through Rate                       |  | 8.000               |  | Accrual Rate Method       |  | Stated |  |                    |  |    |  |                                       
|                                  |  | Remittance Day                          |  | 18                  |  | Standard Lookback Days    |  | 0      |  |                    |  |    |  | Weighted Average Guaranty Fee
17.49   
|Contact Telephone                 |  | Financial Inst. No. Package Edit
Status |  | 20000501105 Warning |  | Rounding Feature Code     |  |        |  |                    |  |    |  |                                       



POOL COMMENT:



|LenderLoan No.FNMALoan No.Contract |  | Borrower LastName StreetAddress City,State Zipcode          |  | Occ. CodeNo. UnitsProj. Type                                      |  | LTVRatioFLRCCode |  | MI CodeMI AdjustMI Pcent |  | MICertificateSection of Act |  | * Guaranty Fees * |  | Const.P & INote RateOrig.Note |  | FirstPaymntLastPaymntCall Date |  | Orig.TermRemainTermStated Term |  | Original UPBIssue DateUPBActual UPB |  | Sp Feat 1-3Sp Feat 4-6GEM % Incr |  | IntOnly End1stRate Chg1st PayChg |  | MtgFloorMtgCeilingMtgMargin |  | Ln ErPkg E          
|---------------------------------- |  | ----------------------------------------------------------- |  | ----------------------------------------------------------------- |  | ---------------- |  | ------------------------ |  | --------------------------- |  | ------------------- |  | ----------------------------- |  | ------------------------------ |  | ------------------------------ |  | ----------------------------------- |  | -------------------------------- |  | -------------------------------- |  | --------------------------- |  | --------------------
|                                   |  |                                                             |  |                                                                   |  | ContractAfterAPM |  | Rate PerBPAfter BU/BD    |  |                             |  |                     |  |                               |  |                               
|4108627 P04717                     |  | ESCABA 16 WAVEY WILLOW LANE MONTGOMERY,         NY 12549    |  | 1 1                                                               |  | 80 F             |  | N                        |  |                             |  | 21.38 21.38         |  | 4.95 12.50 Brought Down       |  | 912.09 8.3750 0.0000           |  | 02/01/97 01/01/97              |  | 360 360 360                         |  | 120,000.00 120,000.00 120,000.00 |  | 180 0.000                        |  |                             |  | 0.0000 0.0000 0.0000
|4111605 P04717                     |  | SALENIUS LOT 28 WOOD DRIVE MENDON,        MA 01756          |  | 1 1                                                               |  | 80 F             |  | N 000                    |  |                             |  | 21.38 21.38         |  | 4.95 14.50 Brought Down       |  | 1,019.63 8.3950 0.0000         |  | 01/01/97 01/01/97              |  | 357 356 356                         |  | 133,650.00 133,565.36 133,565.36 |  | 180 0.000                        |  |                             |  | 0.0000 0.0000 0.0000
|4113270 P04717                     |  | ALVES III 53 INGELL STREET TAUNTON,        MA 02780         |  | 1 1                                                               |  | 68 F             |  | N 000                    |  |                             |  | 21.38 21.38         |  | 0.00 21.38                    |  | 897.69 8.6450 0.0000           |  | 01/01/97 01/01/97              |  | 357 356 356                         |  | 115,000.00 114,930.79 114,930.79 |  | 180 0.000                        |  |                             |  | 0.0000 0.0000 0.0000
|4117123 P04717                     |  | DOSEAU 645 EAST 80TH STREET NEW YORK,        NY 11236       |  | 1 2                                                               |  | 95 F             |  | 6 N 035                  |  | 88024316                    |  | 21.38 21.38         |  | 4.95 20.00 Brought Down       |  | 1,795.95 8.4500 0.0000         |  | 02/01/97 01/01/97              |  | 360 360 360                         |  | 234,650.00 234,650.00 234,650.00 |  | 180 106 0.000                    |  |                             |  | 0.0000 0.0000 0.0000
|                                   |  | Loan Comment: COMMUNITY HOME BUYER                          |  |                                                                   |  |                  |  |                          |  |                             |  |                     |  |                               |  |                                |  |                                |  |                                     |  |                                 
|4133351 P04717                     |  | BENZ 25 EAST LANE WESLEY HILLS,        NY 10977             |  | 1 1                                                               |  | 90 F             |  | 1 N 025                  |  | 7400551426                  |  | 21.38 21.38         |  | 0.00 21.38                    |  | 1,251.90 8.6000 0.0000         |  | 02/01/97 01/01/97              |  | 360 360 360                         |  | 161,325.00 161,325.00 161,325.00 |  | 009 180 0.000                    |  |                             |  | 0.0000 0.0000 0.0000
|4148110 P04717                     |  | GALVIN 25 HIGH LANE LEVITTOWN,        NY 11756              |  | 1 1                                                               |  | 97 F             |  | 1 N 030                  |  | 7400555790                  |  | 21.38 21.38         |  | 4.95 12.50 Brought Down       |  | 956.78 8.3750 0.0000           |  | 02/01/97 01/01/97              |  | 360 360 360                         |  | 125,880.00 125,880.00 125,880.00 |  | 180 212 121 0.000                |  |                             |  | 0.0000 0.0000 0.0000
|                                   |  | Loan Comment: COMMUNITY HOME BUYER                          |  |                                                                   |  |                  |  |                          |  |                             |  |                     |  |                               |  |                                |  |                                |  |                                     |  |                                 
|4151213 P04717                     |  | PRAVOSUDKO 6005 YARROW STREET
#11-B ARVADA,        CO 80004 |  | 1 1 A                                                             |  | 97 F             |  | 6 N 030                  |  | 8867863                     |  | 21.38 21.38         |  | 4.95 12.50 Brought Down       |  | 486.45 8.3750 0.0000           |  | 01/01/97 12/01/96              |  | 360 359 359                         |  | 64,000.00 63,960.22 64,000.00    |  | 180 212 121 0.000                |  |                             |  | 0.0000 0.0000 0.0000
|                                   |  | Loan Comment: COMMUNITY HOME BUYER                          |  |                                                                   |  |                  |  |                          |  |                             |  |                     |  |                               |  |                                |  |                                |  |                                     |  |                                 
|4153375 P04717                     |  | HALE 414 21ST STREET GREELEY,        CO 80631               |  | 1 1                                                               |  | 97 F             |  | 6 N 030                  |  | 8876369                     |  | 21.38 21.38         |  | 0.00 21.38                    |  | 557.47 8.5000 0.0000           |  | 02/01/97 01/01/97              |  | 360 360 360                         |  | 72,500.00 72,500.00 72,500.00    |  | 212 180 121 0.000                |  |                             |  | 0.0000 0.0000 0.0000
|                                   |  | Loan Comment: COMMUNITY HOME BUYER                          |  |                                                                   |  |                  |  |                          |  |                             |  |                     |  |                               |  |                                |  |                                |  |                                     |  |                                 
|Total Loans in Pool: 8             |  |                                                             |  | ___________                                                       |  |                  |  | ________________         |  |                             |  |                     |  |                               |  |                               
|                                   |  | Total P & I =         7,877.96                              |  | Total Issue UPB    = 1,026,811.37 Total Actual UPB = 1,026,851.15 |  |                  |  |                          |  |                             |  |                    





---

Date:
01-02-1997                                       
                         Pool Submission
System                                       
                           PAGE: 1

Time:
13:44:39                                       
                                     Pool Package Edit



| | Note: | The statistics that are printed here are for informational purposes only. The final values may vary. They will be calculated and published by Fannie Mae.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



|Pool Number 370023        |  |              |   |  |  |  | 
|------------------------- |  | ------------ | - |  |  |  | 
|                          |  |              |  
|Pool Issue Date           |  | 01/01/97     |   |  |  |  | 
|Amortization Type         |  | 1- (Fixed)   |   |  |  |  | 
|PassThrough Rate         |  | 8.000        |   |  |  |  | 
|ARM Flex                  |  | N            |   |  |  |  | 
|Pool Accrual Rate Method  |  | S            |   |  |  |  | 
|MBS Margin                |  | Fixed        |   |  |  |  | 
|Participation Percent     |  | 100          |   |  |  |  | 
|                         
|Pool Statistics          
|                          |  |              |  
|Number of Loans           |  | 8            |   |  |  |  | 
|Issue UPB                 |  | 1,026,811.37 |   |  |  |  | 
|                          |  |              |  
|Weighted Avg Note Rate    |  | 8.469        | % |  |  |  | 
|Weighted Average Maturity |  | 359          |   |  |  |  | 
|                          |  |              |  
|Average Pool Term         |  | 359          |   |  |  |  | 



Guaranty Fee
Buyup/Buydown Table



|Note Rate                           |  | NumberLoans |  | Total Issue UPB(Part. %) |  | Guaranty FeeAfter APM |  | Guaranty FeeAfter B/B (Wtd.) |  | Buyup/BuydownFee per BP |  | Buyup (+)/Buydown(-) Amount
|----------------------------------- |  | ----------- |  | ------------------------ |  | --------------------- |  | ---------------------------- |  | ----------------------- |  | ---------------------------
|8.375  8.499                       |  | 4           |  | 443,405.58               |  | 21.38                 |  | 13.10                        |  | 4.95                    |  | $                          
|8.500  8.624                       |  | 2           |  | 307,150.00               |  | 21.38                 |  | 20.33                        |  | 0.00                    |  | $                          
|8.625  8.749                       |  | 2           |  | 276,255.79               |  | 21.38                 |  | 21.38                        |  | 0.00                    |  | $                          
|                                    |  |             |  |                          |  |                       |  |                              |  |                         |  |                            
|Total UPB                           |  |             |  | 1,026,811.37             |  |                       |  |                              |  |                         |  |                            
|Buyup Dollar Amount (+)             |  |             |  |                          |  |                       |  |                              |  |                         |  | $                          
|Buydown Dollar Amount (-)           |  |             |  |                          |  |                       |  |                              |  |                         |  | $                          
|                                    |  |             |  |                          |  |                       |  |                              |  |                         |  |                            
|Net Buyup(+)/ Buydown(-)            |  |             |  |                          |  |                       |  |                              |  |                         |  | $                          
|Weighted Avg Guaranty Fee After B/B |  |             |  |                          |  |                       |  | 17.49                        |  |                         |  |                            
|                                    |  |             |  |                          |  |                      
|Total Issue UPB of Investment Loans |  |             |  |                          |  |                       |  | 0.00                         |  |                         |  |                            



Loan Statistics



|        |  | Mortgage Margin |  | Minimum MortgageInterest Rate |  | Maximum MortgageInterest Rate |  | Note Rate |  | Remaining Termto Maturity
|------- |  | --------------- |  | ----------------------------- |  | ----------------------------- |  | --------- |  | -------------------------
|Minimum |  | N/A             |  | N/A                           |  | N/A                           |  | 8.3750    |  | 356                      
|Maximum |  | N/A             |  | N/A                           |  | N/A                           |  | 8.6450    |  | 360