RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                   Depositor,

                        RESIDENTIAL FUNDING CORPORATION,

                                Master Servicer,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                     Trustee




                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2002




                 Mortgage Asset-Backed Pass-Through Certificates

                                 Series 2002-RM1




<PAGE>

<TABLE>
<CAPTION>


                                      TABLE OF CONTENTS

                                                                                          Page


ARTICLE I

<S>                                                                                         <C>
        DEFINITIONS..........................................................................4
        Section  1.01 Definitions............................................................5

ARTICLE II

        CONVEYANCE OF MORTGAGE LOANS;
        ORIGINAL ISSUANCE OF CERTIFICATES...................................................56
        Section  2.01 Conveyance of Mortgage Loans..........................................56
        Section  2.02 Acceptance by Trustee.................................................61
        Section  2.03 Representations, Warranties and Covenants of the Master Servicer and the
                      Depositor.............................................................62
        Section  2.04 Representations and Warranties of Residential Funding.................65
        Section  2.05 Execution and Authentication of Certificates; Conveyance of Uncertificated
                      Regular Interests.....................................................67

ARTICLE III

        ADMINISTRATION AND SERVICING
        OF MORTGAGE LOANS...................................................................68
        Section  3.01 Master Servicer to Act as Servicer....................................68
        Section  3.02 Subservicing Agreements Between Master Servicer and Subservicers;
                      Enforcement of Subservicers' Obligations; Special Servicing...........69
        Section  3.03 Successor Subservicers................................................71
        Section  3.04 Liability of the Master Servicer......................................71
        Section  3.05 No Contractual Relationship Between Subservicer and Trustee or
                      Certificateholders....................................................71
        Section  3.06 Assumption or Termination of Subservicing Agreements by Trustee.......72
        Section  3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
                      Account...............................................................72
        Section  3.08 Subservicing Accounts; Servicing Accounts.............................74
        Section  3.09 Access to Certain Documentation and Information Regarding the Mortgage
                      Loans.................................................................76
        Section  3.10 Permitted Withdrawals from the Custodial Account......................76
        Section  3.11 Maintenance of Primary Insurance Coverage.............................78
        Section  3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage
                       .....................................................................79


                                              i

<PAGE>



        Section  3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
                      Agreements; Certain Assignments.......................................80
        Section  3.14 Realization Upon Defaulted Mortgage Loans.............................82
        Section  3.15 Trustee to Cooperate; Release of Mortgage Files.......................86
        Section  3.16 Servicing and Other Compensation; Compensating Interest...............87
        Section  3.17 Reports to the Trustee and the Depositor..............................88
        Section  3.18 Annual Statement as to Compliance.....................................88
        Section  3.19 Annual Independent Public Accountants' Servicing Report...............89
        Section  3.20 Right of the Depositor in Respect of the Master Servicer..............89

ARTICLE IV

        PAYMENTS TO CERTIFICATEHOLDERS......................................................90
        Section  4.01 Certificate Account...................................................90
        Section  4.02 Distributions.........................................................90
        Section  4.03 Statements to Certificateholders......................................98
        Section  4.04 Distribution of Reports to the Trustee and the Depositor; Advances by the
                      Master Servicer......................................................100
        Section  4.05 Allocation of Realized Losses........................................102
        Section  4.06 Reports of Foreclosures and Abandonment of Mortgaged Property........105
        Section  4.07 Optional Purchase of Defaulted Mortgage Loans........................105
        Section  4.08 Distributions on the Uncertificated REMIC I Regular Interests........106
        Section  4.09 Surety Bond..........................................................107

ARTICLE V

        THE CERTIFICATES...................................................................108
        Section  5.01 The Certificates.....................................................108
        Section  5.02 Registration of Transfer and Exchange of Certificates................110
        Section  5.03 Mutilated, Destroyed, Lost or Stolen Certificates....................115
        Section  5.04 Persons Deemed Owners................................................116
        Section  5.05 Appointment of Paying Agent..........................................116

ARTICLE VI

        THE DEPOSITOR AND THE MASTER SERVICER..............................................117
        Section  6.01 Respective Liabilities of the Depositor and the Master Servicer......117
        Section  6.02 Merger or Consolidation of the Depositor or the Master Servicer; Assignment
                      of Rights and Delegation of Duties by Master Servicer................117
        Section  6.03 Limitation on Liability of the Depositor, the Master Servicer and Others
                       ....................................................................118
        Section  6.04 Depositor and Master Servicer Not to Resign..........................119



                                              ii

<PAGE>



ARTICLE VII

        DEFAULT............................................................................120
        Section  7.01 Events of Default....................................................120
        Section  7.02 Trustee or Depositor to Act; Appointment of Successor................122
        Section  7.03 Notification to Certificateholders...................................123
        Section  7.04 Waiver of Events of Default..........................................123

ARTICLE VIII

        CONCERNING THE TRUSTEE.............................................................124
        Section  8.01 Duties of Trustee....................................................124
        Section  8.02 Certain Matters Affecting the Trustee................................126
        Section  8.03 Trustee Not Liable for Certificates or Mortgage Loans................127
        Section  8.04 Trustee May Own Certificates.........................................128
        Section  8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification
                       ....................................................................128
        Section  8.06 Eligibility Requirements for Trustee.................................129
        Section  8.07 Resignation and Removal of the Trustee...............................129
        Section  8.08 Successor Trustee....................................................130
        Section  8.09 Merger or Consolidation of Trustee...................................131
        Section  8.10 Appointment of Co-Trustee or Separate Trustee........................131
        Section  8.11 Appointment of Custodians............................................132
        Section  8.12 Appointment of Office or Agency......................................132

ARTICLE IX

        TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES...............................133
        Section  9.01 Optional Purchase by the Master Servicer of All Certificates; Termination
                      Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans
                       ....................................................................133
        Section  9.02 Additional Termination Requirements..................................136

ARTICLE X

        REMIC PROVISIONS...................................................................137
        Section  10.01REMIC Administration.................................................137
        Section  10.02Master Servicer, REMIC Administrator and Trustee Indemnification
                       ....................................................................141

ARTICLE XI

        MISCELLANEOUS PROVISIONS...........................................................142


                                             iii

<PAGE>



        Section  11.01Amendment............................................................142
        Section  11.02Recordation of Agreement; Counterparts...............................144
        Section  11.03Limitation on Rights of Certificateholders...........................145
        Section  11.04Governing Law........................................................146
        Section  11.05Notices..............................................................146
        Section  11.06Notices to Rating Agencies...........................................146
        Section  11.07Severability of Provisions...........................................147
        Section  11.08Supplemental Provisions for Resecuritization.........................147
</TABLE>



Exhibit A-1    Form of Class [A-I] [A-II][A-III] Certificate
Exhibit A-2    Form of Class AP Certificate
Exhibit A-3    Form of Class AV Certificate
Exhibit B      Form of Class M Certificate
Exhibit C      Form of Class B Certificate
Exhibit D      Form of Class R Certificate
Exhibit E      Form of Custodial Agreement
Exhibit F-1    Group I Loan Schedule
Exhibit F-2    Group II Loan Schedule
Exhibit F-3    Group III Loan Schedule
Exhibit G      Forms of Request for Release
Exhibit H-1    Form of Transfer Affidavit and Agreement
Exhibit H-2    Form of Transferor Certificate
Exhibit I      Form of Investor Representation Letter
Exhibit J      Form of Transferor Representation Letter
Exhibit K      Text of Amendment to Pooling and Servicing Agreement Pursuant
                        to Section 11.01(e) for a Limited Guaranty
Exhibit L      Form of Limited Guaranty
Exhibit M      Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N      Form of Rule  144A  Investment  Representation
Exhibit O      Form of ERISA  Letter
Exhibit P      High Cost Loans
Exhibit Q-1    Group I Discount  Fractions
Exhibit Q-2    Group II Discount Fractions



                                              iv

<PAGE>



        This Pooling and Servicing Agreement,  effective as of December 1, 2002,
among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor (together with
its permitted  successors and assigns,  the  "Depositor"),  RESIDENTIAL  FUNDING
CORPORATION,  as master  servicer  (together  with its permitted  successors and
assigns, the "Master Servicer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New
York banking corporation, as trustee (together with its permitted successors and
assigns, the "Trustee").

                                    PRELIMINARY STATEMENT:

        The  Depositor  intends  to  sell  mortgage  asset-backed   pass-through
certificates  (collectively,  the  "Certificates"),  to be issued  hereunder  in
thirty-one  classes,  which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined herein).

                                     REMIC I

        As provided  herein,  the REMIC  Administrator  will make an election to
treat the segregated pool of assets  consisting of the Group I Loans and certain
other  related  assets  subject  to this  Agreement  as a real  estate  mortgage
investment  conduit  (a  "REMIC")  for  federal  income tax  purposes,  and such
segregated  pool of  assets  will be  designated  as  "REMIC  I." The  Class R-I
Certificates  will  represent the sole class of "residual  interests" in REMIC I
for purposes of the REMIC  Provisions  (as defined  herein) under federal income
tax law. The following table irrevocably sets forth the designation,  remittance
rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated
Principal  Balance for each of the "regular  interests" in REMIC I (the "REMIC I
Regular Interests").  The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each
REMIC I Regular  Interest  shall be the  Distribution  Date  following  the last
scheduled  monthly  payment of the Group I Mortgage  Loans.  None of the REMIC I
Regular Interests will be certificated.

<TABLE>
<CAPTION>

                                               UNCERTIFICATED REMIC I       LATEST POSSIBLE
    DESIGNATION         PASS-THROUGH RATE         PRINCIPAL BALANCE          MATURITY DATE
<S>         <C>                    <C>           <C>                                <C> <C>
       LT-IA1              Variable(1)           $105,791,281.32           December 25, 2017

       LT-IA2              Variable(1)           $102,754,000.00           December 25, 2017
      LT-I-AV              Variable(1)           $          0.00           December 25, 2017
      LT-I-AP              Variable(1)           $    844,448.00           December 25, 2017
</TABLE>

_____________

(1)  Calculated  as  provided  in  the  definition  of  Uncertificated  REMIC  I
     Pass-Through Rate.

                                    REMIC II

        As provided  herein,  the REMIC  Administrator  will make an election to
treat the segregated pool of assets consisting of the Group II Loans and certain
other  related  assets  subject  to this  Agreement  as a real  estate  mortgage
investment conduit (a "REMIC") for federal income


                                              1

<PAGE>



tax purposes,  and such  segregated  pool of assets will be designated as "REMIC
II." The Class R- II  Certificates  will  represent  the sole class of "residual
interests" in REMIC II for purposes of the REMIC  Provisions (as defined herein)
under federal  income tax law. The following  table  irrevocably  sets forth the
designation,  remittance rate (the "Uncertificated REMIC II Pass- Through Rate")
and initial Uncertificated Principal Balance for each of the "regular interests"
in REMIC II (the "REMIC II Regular  Interests").  The "latest possible  maturity
date" (determined solely for purposes of satisfying  Treasury regulation Section
1.860G-1(a)(4)(iii))   for  each  REMIC  II  Regular   Interest   shall  be  the
Distribution  Date following the last scheduled  monthly payment of the Group II
Mortgage Loans. None of the REMIC II Regular Interests will be certificated.


                                      UNCERTIFICATED REMIC II LATEST POSSIBLE
    DESIGNATION   PASS-THROUGH RATE      PRINCIPAL BALANCE     MATURITY DATE
       LT-II         Variable(1)       $43,633,460.03      November 25, 2032
      LT-II-AV       Variable(1)       $         0.00      November 25, 2032
      LT-II-AP       Variable(1)       $   150,613.00      November 25, 2032

---------------

(1)  Calculated  as  provided  in the  definition  of  Uncertificated  REMIC  II
     Pass-Through Rate.

                                          REMIC III

        As provided  herein,  the REMIC  Administrator  will make an election to
treat  the  segregated  pool of  assets  consisting  of the  Group III Loans and
certain other related  assets  subject to this  Agreement as a REMIC for federal
income tax purposes,  and such  segregated  pool of assets will be designated as
"REMIC  III." The Class  R-III  Certificates  will  represent  the sole class of
"residual  interests"  in REMIC III for purposes of the REMIC  Provisions  under
federal  income  tax  law.  The  following  table  irrevocably  sets  forth  the
designation,  remittance rate (the "Uncertificated REMIC III Pass-Through Rate")
and initial Uncertificated Principal Balance for the "regular interest" in REMIC
III (the "REMIC III Regular  Interest").  The "latest  possible  maturity  date"
(determined  solely for  purposes  of  satisfying  Treasury  regulation  Section
1.860G-1(a)(4)(iii))   for  the  REMIC  III  Regular   Interest   shall  be  the
Distribution  Date following the last scheduled monthly payment of the Group III
Mortgage Loans. The REMIC III Regular Interest will not be certificated.





                                   UNCERTIFICATED REMIC III  LATEST POSSIBLE
    DESIGNATION  PASS-THROUGH RATE     PRINCIPAL BALANCE      MATURITY DATE

       LT-III       Variable(1)    $92,931,252.16           November 25, 2032


(1)  Calculated  as  provided  in the  definition  of  Uncertificated  REMIC III
     Pass-Through Rate.



                                              2

<PAGE>



                                           REMIC IV

            As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the REMIC I Regular Interests,
the REMIC II Regular  Interests and the REMIC III Regular  Interests  subject to
this Agreement as a REMIC for federal income tax purposes,  and such  segregated
pool of assets will be  designated  as "REMIC  IV." The Class R-IV  Certificates
will  represent the sole class of "residual  interests" in REMIC IV for purposes
of the REMIC  Provisions  under  federal  income tax law.  The  following  table
irrevocably  sets forth the  designation,  remittance rate (the  "Uncertificated
REMIC IV Pass-Through  Rate") and initial  Uncertificated  Principal Balance for
each of the "regular interests" in REMIC IV (the "REMIC IV Regular  Interests").
The  "latest  possible  maturity  date"  (determined   solely  for  purposes  of
satisfying  Treasury regulation Section  1.860G-1(a)(4)(iii))  for each REMIC IV
Regular  Interest  shall be the  Distribution  Date following the last scheduled
monthly  payment of the Mortgage Loans.  None of the REMIC IV Regular  Interests
will be certificated.


<TABLE>
<CAPTION>

                               Pass-Through
                                      Rate     Aggregate Initial       Features                 Maturity Date     Initial Ratings
                    Type                      Certificate-Principal                                                 Fitch   Moody's
   Designation                                      Balance

<S>          <C>                   <C>         <C>                                                       <C> <C>
   Class A-I-1     Senior          5.50%       $        102,754,000.00  Senior                  December 25, 2017    AAA       Aaa
   Class A-I-2     Senior          5.25%       $        102,754,000.00  Senior                  December 25, 2017    AAA       Aaa
   Class A-I-3     Senior          0.25%       $                  0.00  Senior/Interest Only    December 25, 2017    AAA       Aaa
   Class AP-I      Senior          0.00%       $            844,448.00  Senior/Principal Only   December 25, 2017    AAA       Aaa
   Class AV-I      Senior    Variable Rate(1)  $                  0.00  Senior/Interest Only    December 25, 2017    AAA       Aaa
   Class A-II      Senior          6.00%       $         41,181,000.00  Senior                  November 25, 2032    AAA       Aaa
   Class AP-II     Senior          0.00%       $            150,613.00  Senior/Principal Only   November 25, 2032    AAA       Aaa
   Class AV-II     Senior    Variable Rate(2)  $                  0.00  Senior/Interest Only    November 25, 2032    AAA       Aaa
   Class A-III     Senior    Variable Rate(3)  $         88,052,000.00          Senior          November 25, 2032    AAA       Aaa
    Class R-I     Residual         5.50%       $                100.00      Senior/Residual     December 25, 2017    AAA       Aaa
   Class R-II     Residual         6.00%       $                100.00  Senior/Residual         November 25, 2032    AAA       Aaa
   Class R-III    Residual   Variable Rate(3)  $                100.00  Senior/Residual         November 25, 2032    AAA       Aaa
   Class R-IV     Residual         5.50%       $                100.00  Senior/Residual         November 25, 2032    AAA       Aaa
   Class M-I-1    Mezzanine        5.50%       $          1,047,800.00  Mezzanine               December 25, 2017     AA       Aa2
   Class M-I-2    Mezzanine        5.50%       $            732,800.00  Mezzanine               December 25, 2017     A        A2
   Class M-I-3    Mezzanine        5.50%       $            523,400.00  Mezzanine               December 25, 2017    BBB      Baa2
  Class M-II-1    Mezzanine        6.00%       $            744,700.00  Mezzanine               November 25, 2032     AA       Aa2
  Class M-II-2    Mezzanine        6.00%       $            569,100.00  Mezzanine               November 25, 2032     A        A2






                                              3

<PAGE>


                               Pass-Through
                                      Rate     Aggregate Initial       Features                 Maturity Date     Initial Ratings
                    Type                      Certificate-Principal                                                 Fitch   Moody's
   Designation                                      Balance

  Class M-II-3    Mezzanine        6.00%       $            437,800.00  Mezzanine               November 25, 2032    BBB      Baa2
  Class M-III-1   Mezzanine  Variable Rate(3)  $          1,533,600.00  Mezzanine               November 25, 2032     AA       Aa2
  Class M-III-2   Mezzanine  Variable Rate(3)  $          1,115,100.00  Mezzanine               November 25, 2032     A        A2
  Class M-III-3   Mezzanine  Variable Rate(3)  $            836,300.00  Mezzanine               November 25, 2032    BBB      Baa2
   Class B-I-1   Subordinate       5.50%       $            209,300.00  Subordinate             December 25, 2017     BB       Ba2
   Class B-I-2   Subordinate       5.50%       $            209,300.00  Subordinate             December 25, 2017     B        B2
   Class B-I-3   Subordinate       5.50%       $            314,481.32  Subordinate             December 25, 2017    N/R       N/R
  Class B-II-1   Subordinate       6.00%       $            218,900.00  Subordinate             November 25, 2032     BB       Ba2
  Class B-II-2   Subordinate       6.00%       $            131,300.00  Subordinate             November 25, 2032     B        B2
  Class B-II-3   Subordinate       6.00%       $            350,560.03  Subordinate             November 25, 2032    N/R       N/R
  Class B-III-1  Subordinate Variable Rate(3)  $            464,600.00  Subordinate             November 25, 2032     BB       Ba2
  Class B-III-2  Subordinate Variable Rate(3)  $            232,300.00  Subordinate             November 25, 2032     B        B2
  Class B-III-3  Subordinate Variable Rate(3)  $            697,252.16  Subordinate             November 25, 2032    N/R       N/R
</TABLE>

----------

(1) The Pass-Through  Rate for the Class AV-I  Certificates will be equal to the
excess of the weighted  average of the Net  Mortgage  Rate of each Group I Loans
over 5.50%.

(2) The Pass-Through Rate for the Class AV-II  Certificates will be equal to the
excess of the weighted  average of the Net  Mortgage  Rate of each Group I Loans
over 6.00%.

(3) The Pass-Through Rate for the Class A-III, Class R-III, Class M-III-1, Class
M-III-2,   Class  M-III-3,  Class  B-III-1,  Class  B-III-2  and  Class  B-III-3
Certificates  is equal to the weighted  average of the Net Mortgage Rates of the
Group III Loans as described herein in the definition of "Pass-Through Rate".

        The Group I Loans have an aggregate Cut-off Date Principal Balance equal
to  approximately  $209,389,729.32.  The  Group I Loans  are  fixed-rate,  fully
amortizing, first lien mortgage loans having terms to maturity at origination of
generally not more than 15 years.  The Group II Loans have an aggregate  Cut-off
Date  Principal  Balance equal to  approximately  $43,784,0733.03.  The Group II
Loans are fixed-rate,  fully amortizing,  first lien mortgage loans having terms
to maturity at  origination  of generally not more than 30 years.  The Group III
Loans have an aggregate  Cut-off Date Principal  Balance equal to  approximately
$92,931,252.16. The Group III Loans are adjustable-rate, fully amortizing, first
lien  mortgage  loans having terms to maturity at  origination  of generally not
more than 30 years.

        In  consideration  of  the  mutual  agreements  herein  contained,   the
Depositor, the Master Servicer and the Trustee agree as follows:

                                    ARTICLE I

                                   DEFINITIONS


                                              4

<PAGE>




        Section  1.01 Definitions.

        Whenever used in this Agreement, the following words and phrases, unless
the  context  otherwise  requires,  shall have the  meanings  specified  in this
Article.

        Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class of Certificates  (other than the Class AP-I  Certificates and Class
AP-II  Certificates),  interest  accrued during the preceding  Interest  Accrual
Period at the related Pass-Through Rate on the Certificate  Principal Balance or
Notional Amount thereof  immediately  prior to such Distribution  Date.  Accrued
Certificate  Interest  will  be  calculated  on the  basis  of a  360-day  year,
consisting of twelve 30-day months. In each case Accrued Certificate Interest on
any Class of  Certificates  (other  than the Class AP-I  Certificates  and Class
AP-II Certificates) will be reduced by the amount of:

               (i) Prepayment  Interest  Shortfalls on the Mortgage Loans in the
        related Loan Group (to the extent not offset by the Master Servicer with
        Compensating Interest as provided in Section 3.16(e)),

               (ii) the interest portion  (adjusted to the Net Mortgage Rate (or
        the Modified Net Mortgage  Rate in the case of a Modified  Mortgage Loan
        in the related  Loan Group)) of Excess  Special  Hazard  Losses,  Excess
        Fraud Losses,  Excess Bankruptcy Losses and Extraordinary  Losses on the
        Mortgage Loans in the related Loan Group, to the extent allocated to the
        related Certificates,

               (iii)  the  interest  portion  of  Advances  that  were made with
        respect to  delinquencies  that were ultimately  determined to be Excess
        Special Hazard Losses,  Excess Fraud Losses, Excess Bankruptcy Losses or
        Extraordinary  Losses on the Mortgage Loans in the related Loan Group to
        the extent allocated to the related Certificates, and

               (iv) any other  interest  shortfalls on the Mortgage Loans in the
        related  Loan Group not  covered by the  subordination  provided  by the
        related Class M Certificates and related Class B Certificates, including
        interest  that is not  collectible  from the  Mortgagor  pursuant to the
        Relief Act or similar  legislation or regulations as in effect from time
        to  time,  with  all  such   reductions   allocated  among  all  of  the
        Certificates  in  proportion  to their  respective  amounts  of  Accrued
        Certificate  Interest  payable on such  Distribution  Date  absent  such
        reductions.  In addition to that portion of the reductions  described in
        the preceding  sentence that are allocated to any related Class of Class
        B  Certificates  or any related Class of Class M  Certificates,  Accrued
        Certificate Interest on such Class of Class B Certificates or such Class
        of  Class  M  Certificates  will  be  reduced  by the  interest  portion
        (adjusted  to the  Net  Mortgage  Rate)  of  Realized  Losses  that  are
        allocated  solely to such Class of Class B Certificates or such Class of
        Class M Certificates pursuant to Section 4.05.




                                              5

<PAGE>



     Addendum and Assignment  Agreement:  The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.

        Additional  Collateral:  Any of the  following  held, in addition to the
related  Mortgaged  Property,  as security for a Mortgage  Loan:  (i) all money,
securities,  security  entitlements,   accounts,  general  intangibles,  payment
rights,  instruments,  documents,  deposit  accounts,  certificates  of deposit,
commodities  contracts  and other  investment  property  and other  property  of
whatever kind or description now existing or hereafter acquired which is pledged
as  security  for the  repayment  of  such  Mortgage  Loan  or (ii)  third-party
guarantees,  and (A) all money,  securities,  security  entitlements,  accounts,
general intangibles,  payment rights, instruments,  documents, deposit accounts,
certificates of deposit, commodities contracts and other investment property and
other  property of  whatever  kind or  description  now  existing  or  hereafter
acquired  which is pledged as collateral for such guarantee or (B) any mortgaged
property securing the performance of such guarantee.

     Additional  Collateral  Loan:  Each  Mortgage  Loan  that is  supported  by
Additional Collateral.

        Adjusted  Mortgage Rate:  With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.

        Adjustment Date: As to each adjustable rate Mortgage Loan, each date set
forth in the related  Mortgage  Note on which an adjustment to the interest rate
on such Mortgage Loan becomes effective.

     Advance:  As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.

        Affiliate:  With respect to any Person,  any other  Person  controlling,
controlled by or under common  control with such first Person.  For the purposes
of this  definition,  "control"  means the power to direct  the  management  and
policies of such Person,  directly or indirectly,  whether through the ownership
of voting securities,  by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     Agreement:  This Pooling and Servicing  Agreement and all amendments hereof
and supplements hereto.

        Amount Held for Future  Distribution:  As to any Distribution  Date, the
total of the amounts held in the  Custodial  Account at the close of business on
the  preceding  Determination  Date  on  account  of (i)  Liquidation  Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to  Section  2.02,  2.03,  2.04 or 4.07 and  Mortgage  Loan  substitutions  made
pursuant  to  Section  2.03  or 2.04  received  or  made  in the  month  of such
Distribution Date (other than such Liquidation Proceeds,  Insurance Proceeds and
purchases  of Mortgage  Loans that the Master  Servicer  has deemed to have been
received in the preceding month in accordance with Section


                                              6

<PAGE>



3.07(b)),  and Principal  Prepayments in Full made after the related  Prepayment
Period, and (ii) payments which represent early receipt of scheduled payments of
principal and interest due on a date or dates  subsequent to the Due Date in the
related Due Period.

        Appraised  Value: As to any Mortgaged  Property,  the appraised value of
such Mortgaged Property based upon the appraisal or appraisals (or field review)
made at the time of the origination of the related Mortgage Loan.

        Assignment:  An  assignment  of the  Mortgage,  notice  of  transfer  or
equivalent  instrument,  in recordable  form,  sufficient  under the laws of the
jurisdiction  wherein  the related  Mortgaged  Property is located to reflect of
record  the  sale  of the  Mortgage  Loan to the  Trustee  for  the  benefit  of
Certificateholders,   which   assignment,   notice  of  transfer  or  equivalent
instrument  may be in the  form  of one or  more  blanket  assignments  covering
Mortgages  secured  by  Mortgaged  Properties  located  in the same  county,  if
permitted by law and accompanied by an Opinion of Counsel to that effect.

        Assignment Agreement: The Assignment and Assumption Agreement, dated the
Closing Date,  between  Residential  Funding and the  Depositor  relating to the
transfer and assignment of the Mortgage Loans.

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

     Available  Distribution Amount: The Group I Available  Distribution Amount,
Group II  Available  Distribution  Amount  or Group III  Available  Distribution
Amount, as applicable.

        Bankruptcy  Amount:  As to  each  Loan  Group  and  as of  any  date  of
determination  prior to the first  anniversary  of the Cut-off  Date,  an amount
equal to the excess,  if any, of (A) $150,000 over (B) the  aggregate  amount of
Bankruptcy  Losses on the  Mortgage  Loans in the related  Loan Group  allocated
solely to one or more  specific  Classes  of  Certificates  in  accordance  with
Section 4.05 of this Agreement.  As of any date of determination on or after the
first anniversary of the Cut-off Date, an amount equal to the excess, if any, of

               (1) the lesser of (a) the related Bankruptcy Amount calculated as
        of the close of business on the Business Day  immediately  preceding the
        most  recent  anniversary  of the  Cut-  off  Date  coinciding  with  or
        preceding such date of determination  (or, if such date of determination
        is an  anniversary  of the Cut-off  Date,  the Business Day  immediately
        preceding such date of determination)  (for purposes of this definition,
        the "Relevant Anniversary") and (b) the greater of

                      (A)  the  greater  of  (i)  0.0006  times  the   aggregate
               principal  balance of all the Mortgage  Loans in the related Loan
               Group  as of the  Relevant  Anniversary  (other  than  Additional
               Collateral  Loans,  if  any)  having  a  Loan-to-Value  Ratio  at
               origination which exceeds 75% and (ii) $150,000; and


                                              7

<PAGE>



                      (B) the greater of (i) the product of (x) an amount  equal
               to the largest  difference in the related Monthly Payment for any
               Non-Primary  Residence  Loan  remaining in the related Loan Group
               (other than  Additional  Collateral  Loans,  if any) which had an
               original  Loan-to-Value Ratio of 80% or greater that would result
               if the Net  Mortgage  Rate  thereof  was  equal  to the  weighted
               average (based on the principal  balance of the Mortgage Loans in
               the related Loan Group as of the Relevant Anniversary) of the Net
               Mortgage Rates of all Mortgage Loans in the related Loan Group as
               of the Relevant  Anniversary  less 1.25% per annum,  (y) a number
               equal to the weighted  average  remaining  term to  maturity,  in
               months,  of all  Non-Primary  Residence  Loans  remaining  in the
               related  Loan Group as of the Relevant  Anniversary,  and (z) one
               plus the  quotient  of the  number of all  Non-Primary  Residence
               Loans  remaining in the related  Loan Group  divided by the total
               number of Outstanding Mortgage Loans in the related Loan Group as
               of the  Relevant  Anniversary,  and  (ii)  $50,000,  over (2) the
               aggregate amount of related Bankruptcy Losses allocated solely to
               one or more specific  Classes of  Certificates in accordance with
               Section 4.05 since the Relevant Anniversary.

        Each  Bankruptcy  Amount may be further  reduced by the Master  Servicer
(including  accelerating the manner in which such coverage is reduced)  provided
that prior to any such  reduction,  the Master Servicer shall (i) obtain written
confirmation  from each Rating Agency that such  reduction  shall not reduce the
rating  assigned to any Class of  Certificates  by such Rating  Agency below the
lower of the then-current  rating or the rating assigned to such Certificates as
of the  Closing  Date by such  Rating  Agency  and (ii)  provide  a copy of such
written confirmation to the Trustee.

        Bankruptcy  Loss:  With  respect  to  any  Mortgage  Loan,  a  Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation  nor a Debt  Service  Reduction  shall  be  deemed a  Bankruptcy  Loss
hereunder  so long as the Master  Servicer  has  notified the Trustee in writing
that the Master  Servicer is diligently  pursuing any remedies that may exist in
connection  with the  representations  and warranties made regarding the related
Mortgage  Loan and either (A) the related  Mortgage  Loan is not in default with
regard to payments due  thereunder or (B)  delinquent  payments of principal and
interest  under the related  Mortgage  Loan and any  premiums on any  applicable
primary hazard  insurance  policy and any related escrow  payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master  Servicer
or a  Subservicer,  in either case  without  giving  effect to any Debt  Service
Reduction.

        Bankruptcy Code: The Bankruptcy Code of 1978, as amended.

        Book-Entry  Certificate:  Any Certificate  registered in the name of the
Depository or its nominee.

     Business  Day:  Any day other than (i) a Saturday or a Sunday or (ii) a day
on  which  banking  institutions  in the  State  of New  York  or the  State  of
California (and such other state or states in


                                              8

<PAGE>



which the Custodial Account or the Certificate  Account are at the time located)
are required or authorized by law or executive order to be closed.

        Calendar  Quarter:  A  Calendar  Quarter  shall  consist  of  one of the
following  time periods in any given year:  January 1 through  March 31, April 1
through June 30, July 1 though September 30, and October 1 through December 31.

        Cash  Liquidation:  As to  any  defaulted  Mortgage  Loan  other  than a
Mortgage Loan as to which an REO Acquisition  occurred,  a determination  by the
Master  Servicer  that  it has  received  all  Insurance  Proceeds,  Liquidation
Proceeds  and  other  payments  or cash  recoveries  which the  Master  Servicer
reasonably and in good faith expects to be finally  recoverable  with respect to
such Mortgage Loan.

     Certificate:  Any  Class  A  Certificate,  Class  M  Certificate,  Class  B
Certificate or Class R Certificate.

        Certificate  Account:  The  account or accounts  created and  maintained
pursuant to Section 4.01,  which shall be entitled  "Deutsche Bank Trust Company
Americas,  as trustee,  in trust for the registered holders of Residential Asset
Mortgage  Products,  Inc.,  Mortgage  Asset-Backed  Pass- Through  Certificates,
Series 2002-RM1" and which must be an Eligible Account.

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

        Certificateholder  or Holder:  The Person in whose name a Certificate is
registered  in the  Certificate  Register,  except that  neither a  Disqualified
Organization  nor a  Non-United  States  Person  shall be a holder  of a Class R
Certificate for any purpose hereof. Solely for the purpose of giving any consent
or direction pursuant to this Agreement,  any Certificate,  other than a Class R
Certificate, registered in the name of the Depositor, the Master Servicer or any
Subservicer or any Affiliate  thereof shall be deemed not to be outstanding  and
the Percentage  Interest or Voting Rights  evidenced  thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
or Voting  Rights  necessary to effect any such  consent or  direction  has been
obtained.  All  references  herein to  "Holders" or  "Certificateholders"  shall
reflect the rights of Certificate  Owners as they may  indirectly  exercise such
rights through the  Depository  and  participating  members  thereof,  except as
otherwise  specified  herein;  provided,  however,  that  the  Trustee  shall be
required to  recognize as a "Holder" or  "Certificateholder"  only the Person in
whose name a Certificate is registered in the Certificate Register.

        Certificate Owner: With respect to a Book-Entry Certificate,  the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository  Participant,  if any,
and otherwise on the books of the Depository.



                                              9

<PAGE>



        Certificate  Principal Balance:  With respect to any Class A (other than
the Class A-I-3,  Class AV-I or Class AV-II  Certificates),  Class R, Class M or
Class B Certificate,  on any date of  determination,  an amount equal to (i) the
Initial  Certificate  Principal  Balance of such Certificate as specified on the
face thereof,  minus (ii) the sum of (x) the aggregate of all amounts previously
distributed  with respect to such  Certificate (or any predecessor  Certificate)
and  applied  to reduce the  Certificate  Principal  Balance  or amount  thereof
pursuant  to  Section  4.02(a)  and  (y)  the  aggregate  of all  reductions  in
Certificate  Principal  Balance  deemed  to have  occurred  in  connection  with
Realized  Losses which were  previously  allocated to such  Certificate  (or any
predecessor  Certificate)  pursuant to Section 4.05. The Class A-I-3, Class AV-I
and Class AV-II Certificates will not have a Certificate Principal Balance.

     Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.

     Class:  Collectively,  all of the Certificates or uncertificated  interests
bearing the same designation.

        Class A Certificates:  Any one of the Class A-I, Class AP-I, Class AV-I,
Class A-II, Class AP-II, Class AV-II or Class A-III Certificates.

        Class A-I Certificate:  Any one of the Class A-I-1, Class A-I-2 or Class
A-I-3 Certificates  executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-1, senior to the
Class M-I and Class B-I  Certificates  with  respect  to  distributions  and the
allocation of Realized  Losses in respect of the Mortgage  Loans as set forth in
Section 4.05, and evidencing an interest  designated as a "regular  interest" in
REMIC IV for purposes of the REMIC Provisions.

        Class AV-I Certificate:  Any one of the Class AV-I Certificates executed
by the Trustee and authenticated by the Certificate  Registrar  substantially in
the form annexed  hereto as Exhibit  A-2,  senior to the Class M-I and Class B-I
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest  designated  as a "regular  interest"  in REMIC IV for  purposes of the
REMIC Provisions.

        Class AP-I Certificate:  Any one of the Class AP-I Certificates executed
by the Trustee and authenticated by the Certificate  Registrar  substantially in
the form annexed  hereto as Exhibit  A-3,  senior to the Class M-I and Class B-I
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest  designated  as a "regular  interest"  in REMIC IV for  purposes of the
REMIC Provisions.

        Class AP Collection  Shortfall:  With respect to the Cash Liquidation or
REO  Disposition  of a Group I  Discount  Mortgage  Loan or  Group  II  Discount
Mortgage Loan and any  Distribution  Date, the excess of the amount described in
Section 4.02(b)(i)(3)(1) over the amount described in Section 4.02(b)(i)(3)(2).


                                              10

<PAGE>



     Class AP Principal Distribution Amount: As defined in Section 4.02(b)(i).


        Class A-II Certificate:  Any one of the Class A-II Certificates executed
by the Trustee and authenticated by the Certificate  Registrar  substantially in
the form annexed hereto as Exhibit A-1,  senior to the Class M-II and Class B-II
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest  designated  as a "regular  interest"  in REMIC IV for  purposes of the
REMIC Provisions.

        Class  AV-II  Certificate:  Any  one of  the  Class  AV-II  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form annexed  hereto as Exhibit  A-2,  senior to the Class
M-II  and  Class  B-II  Certificates  with  respect  to  distributions  and  the
allocation of Realized  Losses in respect of the Mortgage  Loans as set forth in
Section 4.05, and evidencing an interest  designated as a "regular  interest" in
REMIC IV for purposes of the REMIC Provisions.

        Class  AP-II  Certificate:  Any  one of  the  Class  AP-II  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form annexed  hereto as Exhibit  A-3,  senior to the Class
M-II  and  Class  B-II  Certificates  with  respect  to  distributions  and  the
allocation of Realized  Losses in respect of the Mortgage  Loans as set forth in
Section 4.05, and evidencing an interest  designated as a "regular  interest" in
REMIC IV for purposes of the REMIC Provisions.

        Class  A-III  Certificate:  Any  one of  the  Class  A-III  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form annexed  hereto as Exhibit  A-1,  senior to the Class
M-III and  Class  B-III  Certificates  with  respect  to  distributions  and the
allocation of Realized  Losses in respect of the Mortgage  Loans as set forth in
Section 4.05, and evidencing an interest  designated as a "regular  interest" in
REMIC IV for purposes of the REMIC Provisions.

     Class B  Certificates:  Any one of the Class B-I, Class B-II or Class B-III
Certificates.

     Class B-1 Certificates:  Any one of the Class B-I-1,  Class B-II-1 or Class
B-III-1 Certificates.

     Class B-2 Certificates:  Any one of the Class B-I-2,  Class B-II-2 or Class
B-III-2 Certificates.

     Class B-3 Certificates:  Any one of the Class B-I-3,  Class B-II-3 or Class
B-III-3 Certificates.

     Class B-I  Certificates:  Any one of the Class B-I-1,  Class B-I-2 or Class
B-I-3 Certificates.

     Class B-II Certificates: Any one of the Class B-II-1, Class B-II-2 or Class
B-II-3 Certificates.

     Class B-III  Certificates:  Any one of the Class B-III-1,  Class B-III-2 or
Class B-III-3 Certificates.

     Class B-I-1 Certificate:  Any one of the Class B-I-1 Certificates  executed
by the Trustee and authenticated by the Certificate  Registrar  substantially in
the form annexed hereto as Exhibit B,


                                              11

<PAGE>



senior  to the  Class  B-I-2  and  Class  B-I-3  Certificates  with  respect  to
distributions  and the allocation of Realized  Losses in respect of the Mortgage
Loans as set forth in Section 4.05, and  evidencing an interest  designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.

        Class  B-I-2  Certificate:  Any  one of  the  Class  B-I-2  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class B-I-3
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest  designated  as a "regular  interest"  in REMIC IV for  purposes of the
REMIC Provisions.

        Class  B-I-3  Certificate:  Any  one of  the  Class  B-I-3  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto  as  Exhibit  B, and  evidencing  an
interest  designated  as a "regular  interest"  in REMIC IV for  purposes of the
REMIC Provisions.

        Class  B-II-1  Certificate:  Any one of the  Class  B-II-1  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as  Exhibit  B,  senior to the Class
B-II-2 and Class  B-II-3  Certificates  with  respect to  distributions  and the
allocation of Realized  Losses in respect of the Mortgage  Loans as set forth in
Section 4.05, and evidencing an interest  designated as a "regular  interest" in
REMIC IV for purposes of the REMIC Provisions.

        Class  B-II-2  Certificate:  Any one of the  Class  B-II-2  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as  Exhibit  B,  senior to the Class
B-II-3 Certificates with respect to distributions and the allocation of Realized
Losses in  respect  of the  Mortgage  Loans as set forth in  Section  4.05,  and
evidencing  an  interest  designated  as a  "regular  interest"  in REMIC IV for
purposes of the REMIC Provisions.

        Class  B-II-3  Certificate:  Any one of the  Class  B-II-3  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto  as  Exhibit  B, and  evidencing  an
interest  designated  as a "regular  interest"  in REMIC IV for  purposes of the
REMIC Provisions.

        Class B-III-1  Certificate:  Any one of the Class  B-III-1  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as  Exhibit  B,  senior to the Class
B-III-2 and Class B-III-3  Certificates  with respect to  distributions  and the
allocation of Realized  Losses in respect of the Mortgage  Loans as set forth in
Section 4.05, and evidencing an interest  designated as a "regular  interest" in
REMIC IV for purposes of the REMIC Provisions.

        Class B-III-2  Certificate:  Any one of the Class  B-III-2  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as  Exhibit  B,  senior to the Class
B-III-3  Certificates  with  respect  to  distributions  and the  allocation  of
Realized


                                              12

<PAGE>



Losses in  respect  of the  Mortgage  Loans as set forth in  Section  4.05,  and
evidencing  an  interest  designated  as a  "regular  interest"  in REMIC IV for
purposes of the REMIC Provisions.

        Class B-III-3  Certificate:  Any one of the Class  B-III-3  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto  as  Exhibit  B, and  evidencing  an
interest  designated  as a "regular  interest"  in REMIC IV for  purposes of the
REMIC Provisions.

     Class M  Certificates:  Any one of the Class M-I, Class M-II or Class M-III
Certificates.

     Class M-1 Certificates:  Any one of the Class M-I-1,  Class M-II-1 or Class
M-III-1 Certificates.

     Class M-2 Certificates:  Any one of the Class M-I-2,  Class M-II-2 or Class
M-III-2 Certificates.

     Class M-3 Certificates:  Any one of the Class M-I-3,  Class M-II-3 or Class
M-III-3 Certificates.

     Class M-I  Certificates:  Any one of the Class M-I-1,  Class M-I-2 or Class
M-I-3 Certificates.

     Class M-II Certificates: Any one of the Class M-II-1, Class M-II-2 or Class
M-II-3 Certificates.

     Class M-III  Certificates:  Any one of the Class M-III-1,  Class M-III-2 or
Class M-III-3 Certificates.

        Class  M-I-1  Certificate:  Any  one of  the  Class  M-I-1  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as  Exhibit  B,  senior to the Class
M-I-2,  Class M-I-3 and Class B-I Certificates with respect to distributions and
the allocation of Realized  Losses in respect of the Mortgage Loans as set forth
in Section 4.05, and evidencing an interest  designated as a "regular  interest"
in REMIC IV for purposes of the REMIC Provisions.

        Class  M-I-2  Certificate:  Any  one of  the  Class  M-I-2  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class M-I-3
and Class B-I Certificates  with respect to distributions  and the allocation of
Realized  Losses in respect of the Mortgage  Loans as set forth in Section 4.05,
and  evidencing an interest  designated as a "regular  interest" in REMIC IV for
purposes of the REMIC Provisions.

        Class  M-I-3  Certificate:  Any  one of  the  Class  M-I-3  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form annexed  hereto as Exhibit B, senior to the Class B-I
Certificates with respect to distributions and the allocation of Realized Losses


                                              13

<PAGE>



in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest  designated  as a "regular  interest"  in REMIC IV for  purposes of the
REMIC Provisions.

        Class  M-II-1  Certificate:  Any one of the  Class  M-II-1  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as  Exhibit  B,  senior to the Class
M-II-2,  Class M-II-3 and Class B-II  Certificates with respect to distributions
and the  allocation of Realized  Losses in respect of the Mortgage  Loans as set
forth in Section  4.05,  and  evidencing  an interest  designated  as a "regular
interest" in REMIC IV for purposes of the REMIC Provisions.

        Class  M-II-2  Certificate:  Any one of the  Class  M-II-2  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as  Exhibit  B,  senior to the Class
M-II-3  and Class  B-II  Certificates  with  respect  to  distributions  and the
allocation of Realized  Losses in respect of the Mortgage  Loans as set forth in
Section 4.05, and evidencing an interest  designated as a "regular  interest" in
REMIC IV for purposes of the REMIC Provisions.

        Class  M-II-3  Certificate:  Any one of the  Class  M-II-3  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form annexed hereto as Exhibit B, senior to the Class B-II
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest  designated  as a "regular  interest"  in REMIC IV for  purposes of the
REMIC Provisions.

        Class M-III-1  Certificate:  Any one of the Class  M-III-1  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as  Exhibit  B,  senior to the Class
M-III-2,   Class   M-III-3  and  Class  B-III   Certificates   with  respect  to
distributions  and the allocation of Realized  Losses in respect of the Mortgage
Loans as set forth in Section 4.05, and  evidencing an interest  designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.

        Class M-III-2  Certificate:  Any one of the Class  M-III-2  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as  Exhibit  B,  senior to the Class
M-III-3 and Class  B-III  Certificates  with  respect to  distributions  and the
allocation of Realized  Losses in respect of the Mortgage  Loans as set forth in
Section 4.05, and evidencing an interest  designated as a "regular  interest" in
REMIC IV for purposes of the REMIC Provisions.

        Class M-III-3  Certificate:  Any one of the Class  M-III-3  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class B-III
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest  designated  as a "regular  interest"  in REMIC IV for  purposes of the
REMIC Provisions.

     Class R Certificate:  Any one of the Class R-I, Class R-II,  Class R-III or
Class R-IV


                                              14

<PAGE>



Certificates.

        Class R-I Certificate: Any one of the Class R-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar  substantially in the
form annexed  hereto as Exhibit D and  evidencing  an interest  designated  as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.

        Class R-II Certificate:  Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate  Registrar  substantially in
the form annexed hereto as Exhibit D and evidencing an interest  designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.

        Class  R-III  Certificate:  Any  one of  the  Class  R-III  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated  as a  "residual  interest"  in REMIC III for  purposes  of the REMIC
Provisions.

        Class R-IV Certificate:  Any one of the Class R-IV Certificates executed
by the Trustee and authenticated by the Certificate  Registrar  substantially in
the form annexed hereto as Exhibit D and evidencing an interest  designated as a
"residual interest" in REMIC IV for purposes of the REMIC Provisions.

        Clearstream: Clearstream Banking, societe anonyme.

        Closing Date: December 27, 2002.

        Code: The Internal Revenue Code of 1986.

        Compensating Interest:  With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal  Prepayments in
Full  during the related  Prepayment  Period and  Curtailments  during the prior
calendar  month,  but not more than the sum of the Servicing Fee, all income and
gain on amounts held in the Custodial  Account and the  Certificate  Account and
payable to the  Certificateholders  with respect to such  Distribution  Date and
servicing  compensation to which the Master Servicer may be entitled pursuant to
Section  3.10(a)(v) and (vi), in each case with respect to the Mortgage Loans in
the related Loan Group; provided that for purposes of this definition the amount
of the Servicing Fee will not be reduced  pursuant to Section 7.02 except as may
be required pursuant to the last sentence of such Section.

     Converted  Mortgage Loan: Any Group III Loan for which the related Mortgage
Rate has converted from an adjustable rate to a fixed rate.

     Cooperative:  A  private,  cooperative  housing  corporation  which owns or
leases land and all or part of a building or  buildings,  including  apartments,
spaces used for commercial purposes and


                                              15

<PAGE>



common  areas  therein  and whose  board of  directors  authorizes,  among other
things, the sale of Cooperative Stock.

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

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

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

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

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

        Corporate Trust Office:  The principal office of the Trustee at which at
any particular  time its corporate trust business with respect to this Agreement
shall  be  administered,  which  office  at the  date of the  execution  of this
instrument  is  located at 1761 East St.  Andrew  Place,  Santa Ana,  California
92705-4934, Attention: RAMPI, Series 2002-RM1.

        Corresponding Certificate:  With respect to (i) REMIC I Regular Interest
LT-IA1,  (ii) REMIC I Regular  Interest  LT-IA2,  (iii) REMIC I Regular Interest
LT-I-AV,  (iv) REMIC I Regular Interest  LT-I-AP,  (v) REMIC II Regular Interest
LT-II, (vi) REMIC II Regular Interest LT-II-AV,  (vii) REMIC II Regular Interest
LT-II-AP  and (viii)  REMIC III  Regular  Interest  LT-III,  the (i) Class A-I-1
Certificates,  Class R-IV  Certificates,  Class M-I  Certificates  and Class B-I
Certificates; (ii) Class A-I-2 Certificates; (iii) Class AV-I Certificates; (iv)
Class AP-I Certificates;  (v) Class A-II  Certificates,  Class M-II Certificates
and Class B-II Certificates;  (vi) Class AV-II  Certificates;  (vii) Class AP-II
Certificates; and (viii) Class A-III Certificates,  Class M-III Certificates and
Class B-III Certificates, respectively.

        Credit Support Depletion Date: The first  Distribution Date on which the
Certificate Principal Balances of the Class M and Class B Certificates have been
reduced to zero.


                                              16

<PAGE>



     Curtailment:  Any Principal  Prepayment  made by a Mortgagor which is not a
Principal Prepayment in Full.

        Custodial  Account:  The  custodial  account  or  accounts  created  and
maintained pursuant to Section 3.07 in the name of a depository institution,  as
custodian for the holders of the Certificates,  for the holders of certain other
interests in mortgage loans serviced or sold by the Master  Servicer and for the
Master  Servicer,  into which the  amounts  set forth in  Section  3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.

        Custodial  Agreement:  An  agreement  that may be entered into among the
Depositor, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.

        Custodian: A custodian appointed pursuant to a Custodial Agreement.

        Cut-off Date: December 1, 2002.

     Cut-off  Date  Balance:  The Group I  Cut-off  Date  Balance,  the Group II
Cut-off Date Balance or the Group III Cut-off Date Balance.

        Cut-off Date  Principal  Balance:  As to any Mortgage  Loan,  the unpaid
principal  balance  thereof  at the  Cut-off  Date  after  giving  effect to all
installments  of principal  due on or prior  thereto (or due during the month of
December 2002), whether or not received.

        Debt Service  Reduction:  With respect to any Mortgage Loan, a reduction
in the scheduled  Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code,  except such a reduction
constituting a Deficient  Valuation or any reduction that results in a permanent
forgiveness of principal.

        Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding  indebtedness  under the Mortgage Loan, or any reduction in
the amount of  principal to be paid in  connection  with any  scheduled  Monthly
Payment that constitutes a permanent  forgiveness of principal,  which valuation
or reduction results from a proceeding under the Bankruptcy Code.

        Definitive Certificate: Any definitive, fully registered Certificate.

     Deleted  Mortgage  Loan: A Mortgage  Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.

        Delinquent:  As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date  remains  unpaid  as of the  close of  business  on the last  business  day
immediately  prior to the next following  monthly  scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled


                                              17

<PAGE>



due date  remains  unpaid as of the close of business on the last  business  day
immediately prior to the second following monthly scheduled due date; and so on.
The  determination  as to whether a Mortgage Loan falls into these categories is
made as of the close of business  on the last  business  day of each month.  For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of  business on July 31 would then be  considered  to be 30 to 59 days
delinquent.  Delinquency  information  as of the Cut-off Date is determined  and
prepared as of the close of business on the last business day immediately  prior
to the Cut-off Date.

        Depository:  The Depository Trust Company,  or any successor  Depository
hereafter  named.  The  nominee  of  the  initial  Depository  for  purposes  of
registering those Certificates that are to be Book-Entry  Certificates is Cede &
Co. The Depository shall at all times be a "clearing  corporation" as defined in
Section  8-102(3) of the Uniform  Commercial Code of the State of New York and a
"clearing  agency"  registered  pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.

        Depository  Participant:  A  broker,  dealer,  bank or  other  financial
institution  or other  Person  for whom from time to time a  Depository  effects
book-entry transfers and pledges of securities deposited with the Depository.

     Destroyed  Mortgage  Note:  A  Mortgage  Note the  original  of  which  was
permanently lost or destroyed and has not been replaced.

        Determination  Date: With respect to any Distribution Date, the 20th day
(or if such  20th  day is not a  Business  Day,  the  Business  Day  immediately
following such 20th day) of the month of the related Distribution Date.

     Discount  Fraction:  The Group I  Discount  Fraction  or Group II  Discount
Fraction, as applicable.

     Discount  Mortgage  Loan:  A Group I  Discount  Mortgage  Loan or  Group II
Discount Mortgage Loan, as applicable.

     Discount Net Mortgage Rate: The Group I Discount Net Mortgage Rate or Group
II Discount Net Mortgage Rate, as applicable.

        Disqualified  Organization:  Any organization defined as a "disqualified
organization"  under Section  860E(e)(5) of the Code,  which includes any of the
following:  (i) the United States, any State or political  subdivision  thereof,
any possession of the United States, or any agency or  instrumentality of any of
the foregoing  (other than an  instrumentality  which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its
board of directors is not selected by such  governmental  unit),  (ii) a foreign
government, any international organization,  or any agency or instrumentality of
any of the  foregoing,  (iii) any  organization  (other  than  certain  farmers'
cooperatives  described in Section 521 of the Code) which is exempt from the tax
imposed by


                                              18

<PAGE>



Chapter 1 of the Code  (including  the tax imposed by Section 511 of the Code on
unrelated  business  taxable  income)  and (iv)  rural  electric  and  telephone
cooperatives  described in Section  1381(a)(2)(C)  of the Code.  A  Disqualified
Organization  also  includes any  "electing  large  partnership,"  as defined in
Section  775(a) of the Code and any other  Person so  designated  by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership  Interest in a
Class R  Certificate  by such Person may cause any REMIC or any Person having an
Ownership  Interest in any Class of  Certificates  (other  than such  Person) to
incur a liability  for any  federal  tax  imposed  under the Code that would not
otherwise be imposed but for the Transfer of an Ownership  Interest in a Class R
Certificate   to  such  Person.   The  terms   "United   States",   "State"  and
"international  organization"  shall have the meanings set forth in Section 7701
of the Code or successor provisions.

        Distribution  Date:  The 25th day of any  month  beginning  in the month
immediately  following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day  immediately  following
such 25th day.

     Due Date: With respect to any Distribution  Date and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.

     Due Period:  With respect to any  Distribution  Date, the calendar month of
such Distribution Date.

        Eligible  Account:  An  account  that  is  any  of  the  following:  (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available,  or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent  acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel  delivered to the
Trustee and each Rating Agency) the registered  Holders of  Certificates  have a
claim with  respect to the funds in such account or a perfected  first  security
interest   against  any   collateral   (which  shall  be  limited  to  Permitted
Investments)  securing  such  funds  that is  superior  to  claims  of any other
depositors or creditors of the depository institution with which such account is
maintained,  or (iii) in the case of the Custodial  Account,  either (A) a trust
account or accounts  maintained in the corporate  trust  department of Bank One,
National Association,  or (B) an account or accounts maintained in the corporate
asset services department of Bank One, National Association as long as its short
term debt obligations are rated P-1 (or the equivalent) or better by each Rating
Agency,  and its long term debt  obligations are rated A2 (or the equivalent) or
better, by each Rating Agency, or (iv) in the case of the Certificate Account, a
trust account or accounts maintained in the corporate trust division of Deutsche
Bank Trust  Company  Americas,  or (v) an account or  accounts  of a  depository
institution  acceptable  to each Rating  Agency (as evidenced in writing by each
Rating  Agency  that use of any such  account  as the  Custodial  Account or the
Certificate  Account  will  not  reduce  the  rating  assigned  to any  Class of
Certificates by such Rating Agency below the lower of the then-current rating or
the rating  assigned to such  Certificates as of the Closing Date by such Rating
Agency).



                                              19

<PAGE>



        Eligible Funds: On any  Distribution  Date, the portion,  if any, of the
Group I Available  Distribution Amount or Group II Available Distribution Amount
remaining  after  reduction  by the sum of (i) the  aggregate  amount of Accrued
Certificate Interest on the related Senior Certificates, (ii) the related Senior
Principal   Distribution   Amount   (determined   without   regard  to   Section
4.02(a)(ii)(Y)(D)  of this  Agreement),  (iii) the  related  Class AP  Principal
Distribution Amount (determined without regard to Section  4.02(b)(i)(5) of this
Agreement) and (iv) the aggregate amount of Accrued Certificate  Interest on the
related Class M, Class B-1 and Class B-2 Certificates.

        ERISA: The Employee Retirement Income Security Act of 1974, as amended.

        Euroclear: Euroclear Bank, S.A./NA, as operator of The Euroclear System.

        Event of Default: As defined in Section 7.01.

        Excess  Bankruptcy  Loss: With respect to the Mortgage Loans in any Loan
Group,  any Bankruptcy Loss on such Mortgage Loans,  or portion  thereof,  which
exceeds the then-applicable Bankruptcy Amount.

        Excess Fraud Loss: With respect to the Mortgage Loans in any Loan Group,
any Fraud Loss on such Mortgage  Loans,  or portion  thereof,  which exceeds the
then-applicable Fraud Loss Amount.

        Excess Loss: With respect to the Group I Loans,  Group II Loans or Group
III Loans, any Excess Fraud Loss,  Excess Special Hazard Loss, Excess Bankruptcy
Loss or Extraordinary Loss.

        Excess  Special  Hazard Loss:  With respect to the Mortgage Loans in any
Loan Group,  any Special Hazard Loss on such Mortgage Loans, or portion thereof,
that exceeds the then-applicable Special Hazard Amount.

        Excess  Subordinate  Principal Amount:  With respect to any Distribution
Date on which  the  aggregate  Certificate  Principal  Balance  of the  Class of
Subordinate  Certificates in the related certificate group then outstanding with
the Lowest Priority is to be reduced to zero and on which Realized Losses are to
be  allocated  to such class or classes,  the excess,  if any, of (i) the amount
that would otherwise be  distributable  in respect of principal on such class or
classes of Certificates on such  Distribution Date over (ii) the excess, if any,
of the  aggregate  Certificate  Principal  Balance  of such  class or classes of
Certificates  immediately  prior to such  Distribution  Date over the  aggregate
amount of Realized  Losses to be allocated to such  classes of  Certificates  on
such Distribution  Date as reduced by any amount calculated  pursuant to Section
4.02(b)(i)(5). The Excess Subordinate Principal Amount will be allocated between
each Loan Group on a pro rata basis in  accordance  with the amount of  Realized
Losses attributable to each Loan Group and allocated to the Certificates on such
Distribution Date.

     Extraordinary  Events:  Any of the following  conditions  with respect to a
Mortgaged  Property  (or, with respect to a Cooperative  Loan,  the  Cooperative
Apartment) or Mortgage Loan causing or


                                              20

<PAGE>



resulting in a loss which causes the liquidation of such Mortgage Loan:

        (a) losses  that are of the type that  would be covered by the  fidelity
bond and the errors and  omissions  insurance  policy  required to be maintained
pursuant  to  Section  3.12(b)  but are in  excess  of the  coverage  maintained
thereunder;

        (b) nuclear reaction or nuclear radiation or radioactive  contamination,
all whether  controlled  or  uncontrolled,  and  whether  such loss be direct or
indirect,  proximate or remote or be in whole or in part caused by,  contributed
to or  aggravated  by a peril  covered by the  definition  of the term  "Special
Hazard Loss";

        (c) hostile or warlike action in time of peace or war,  including action
in hindering,  combatting or defending against an actual,  impending or expected
attack;

               (1) by any government or sovereign power, de jure or de facto, or
          by any authority  maintaining or using military,  naval or air forces;
          or

               (2) by military, naval or air forces; or

               (3) by an agent  of any  such  government,  power,  authority  or
          forces; or

               (4) any weapon of war  employing  atomic  fission or  radioactive
          force whether in time of peace or war; or

               (5) insurrection, rebellion, revolution, civil war, usurped power
          or action taken by governmental authority in hindering,  combatting or
          defending  against such an occurrence,  seizure or  destruction  under
          quarantine  or  customs  regulations,  confiscation  by  order  of any
          government  or public  authority;  or risks of  contraband  or illegal
          transportation or trade.

     Extraordinary  Losses:  Any loss  incurred on a Mortgage  Loan caused by or
resulting from an Extraordinary Event.

        Fannie Mae:  Fannie  Mae, a  federally  chartered  and  privately  owned
corporation   organized  and  existing  under  the  Federal  National   Mortgage
Association Charter Act, or any successor thereto.

     FASIT:  A "financial  asset  securitization  investment  trust"  within the
meaning of Section 860L of the Code.

        FDIC: Federal Deposit Insurance Corporation or any successor thereto.

        FHA: The Federal Housing Administration, or its successor.


                                              21

<PAGE>



        Final  Distribution  Date:  The  Distribution  Date on which  the  final
distribution  in respect of the  Certificates  will be made  pursuant to Section
9.01, which Final  Distribution  Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.

        Final  Scheduled   Distribution  Date:  With  respect  to  the  Group  I
Certificates,  other than the Class R-IV  Certificates,  December 25, 2017,  and
with respect to the Class R-IV Certificates, Group II Certificates and Group III
Certificates,  November 25, 2032. No event of default under this  Agreement will
arise or become  applicable solely by reason of the failure to retire the entire
Certificate Principal Balance of any Class of Class A, Class R, Class M or Class
B Certificates on or before its Final Scheduled Distribution Date.

        Fitch: Fitch, Inc., or its successor in interest.

        Foreclosure   Profits:   As  to  any   Distribution   Date  or   related
Determination  Date and any Mortgage  Loan,  the excess,  if any, of Liquidation
Proceeds,  Insurance Proceeds and REO Proceeds (net of all amounts  reimbursable
therefrom  pursuant to Section  3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash  Liquidation  or REO  Disposition  occurred in the
related  Prepayment  Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance  with Section 3.14) plus accrued and unpaid  interest at the Mortgage
Rate on such unpaid  principal  balance from the Due Date to which  interest was
last paid by the Mortgagor to the first day of the month  following the month in
which such Cash Liquidation or REO Disposition occurred.

     Fraud  Loss  Amount:  The Group I Fraud  Loss  Amount,  Group II Fraud Loss
Amount or Group III Fraud Loss Amount.

     Fraud Losses:  Losses on Mortgage  Loans as to which there was fraud in the
origination of such Mortgage Loan.

        Freddie  Mac: The Federal Home Loan  Mortgage  Corporation,  a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.

        Group I Available  Distribution  Amount: As to any Distribution Date, an
amount  equal to (a) the sum of (i) the amount  relating to the Group I Loans on
deposit in the Custodial  Account as of the close of business on the immediately
preceding  Determination  Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Group I Loans, (ii) the amount of any Advance made on the immediately  preceding
Certificate  Account  Deposit Date with respect to the Group I Loans,  (iii) any
amount deposited in the Certificate  Account on the related  Certificate Account
Deposit Date pursuant to the second  paragraph of Section  3.12(a) in respect of
the Group I Loans,  (iv) any amount that the Master Servicer is not permitted to
withdraw from the Custodial  Account  pursuant to Section  3.16(e) in respect of
the  Group I Loans  and (v) any  amount  deposited  in the  Certificate  Account
pursuant to


                                              22

<PAGE>



Section 4.07 or 9.01 in respect of the Group I Loans,  reduced by (b) the sum as
of the close of business on the immediately preceding  Determination Date of (x)
the Amount Held for Future  Distribution  with respect to the Group I Loans, and
(y) amounts  permitted to be withdrawn by the Master Servicer from the Custodial
Account  in  respect  of the  Group I  Loans  pursuant  to  clauses  (ii)-  (x),
inclusive, of Section 3.10(a).

        Group II Available  Distribution Amount: As to any Distribution Date, an
amount equal to (a) the sum of (i) the amount  relating to the Group II Loans on
deposit in the Custodial  Account as of the close of business on the immediately
preceding  Determination  Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Group II Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate  Account Deposit Date with respect to the Group II Loans,  (iii) any
amount deposited in the Certificate  Account on the related  Certificate Account
Deposit Date pursuant to the second  paragraph of Section  3.12(a) in respect of
the Group II Loans, (iv) any amount that the Master Servicer is not permitted to
withdraw from the Custodial  Account  pursuant to Section  3.16(e) in respect of
the Group II Loans  and (v) any  amount  deposited  in the  Certificate  Account
pursuant  to Section  4.07 or 9.01 in respect of the Group II Loans,  reduced by
(b)  the  sum  as  of  the  close  of  business  on  the  immediately  preceding
Determination  Date of (x) the Amount Held for Future  Distribution with respect
to the Group II Loans,  and (y) amounts  permitted to be withdrawn by the Master
Servicer from the Custodial Account in respect of the Group II Loans pursuant to
clauses (ii)- (x), inclusive, of Section 3.10(a).

        Group III Available Distribution Amount: As to any Distribution Date, an
amount equal to (a) the sum of (i) the amount relating to the Group III Loans on
deposit in the Custodial  Account as of the close of business on the immediately
preceding  Determination  Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Group  III  Loans,  (ii)  the  amount  of any  Advance  made on the  immediately
preceding  Certificate Account Deposit Date with respect to the Group III Loans,
(iii) any amount deposited in the Certificate Account on the related Certificate
Account  Deposit Date  pursuant to the second  paragraph  of Section  3.12(a) in
respect of the Group III Loans,  (iv) any amount that the Master Servicer is not
permitted to withdraw from the Custodial  Account pursuant to Section 3.16(e) in
respect of the Group III  Loans,  (v) any amount  deposited  in the  Certificate
Account  pursuant to Section  4.07 or 9.01 in respect of the Group III Loans and
(vi) any amount  received by the Trustee  pursuant to the Surety Bond in respect
of such Distribution Date, reduced by (b) the sum as of the close of business on
the immediately  preceding  Determination Date of (x) the Amount Held for Future
Distribution  with respect to the Group III Loans, and (y) amounts  permitted to
be withdrawn by the Master Servicer from the Custodial Account in respect of the
Group III Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).

     Group I Certificates:  Any one of the Group I Senior Certificates and Group
I Subordinate Certificates.

     Group II  Certificates:  Any one of the  Group II Senior  Certificates  and
Group II Subordinate


                                              23

<PAGE>



Certificates.

     Group III  Certificates:  Any one of the Group III Senior  Certificates and
Group III Subordinate Certificates.

        Group I Cut-off Date Balance: $209,389,729.32.

        Group II Cut-off Date Balance: $43,784,073.03.

        Group III Cut-off Date Balance: $92,931,252.16.

        Group  I  Discount  Fraction:  With  respect  to each  Group I  Discount
Mortgage Loan, the fraction expressed as a percentage, the numerator of which is
the Group I  Discount  Net  Mortgage  Rate minus the Net  Mortgage  Rate (or the
initial Net Mortgage Rate with respect to any Group I Discount Mortgage Loans as
to which the Mortgage  Rate is modified  pursuant to 3.07(a)) for such  Mortgage
Loan and the denominator of which is the Group I Discount Net Mortgage Rate. The
Group I Discount Fraction with respect to each Group I Discount Mortgage Loan is
as set forth in Exhibit Q-1 attached hereto.

        Group II  Discount  Fraction:  With  respect to each  Group II  Discount
Mortgage Loan, the fraction expressed as a percentage, the numerator of which is
the Group II Discount  Net  Mortgage  Rate minus the Net  Mortgage  Rate (or the
initial Net Mortgage Rate with respect to any Group II Discount  Mortgage  Loans
as to which the Mortgage Rate is modified pursuant to 3.07(a)) for such Mortgage
Loan and the  denominator  of which is the Group II Discount Net Mortgage  Rate.
The Group II Discount  Fraction with respect to each Group II Discount  Mortgage
Loan is as set forth in Exhibit Q-2 attached hereto.

        Group I Discount  Mortgage  Loan: Any Group I Loan having a Net Mortgage
Rate (or the initial Net  Mortgage  Rate) of less than the Group I Discount  Net
Mortgage  Rate per annum and any  Mortgage  Loan deemed to be a Group I Discount
Mortgage Loan pursuant to the definition of Qualified Substitute Mortgage Loan.

        Group II Discount Mortgage Loan: Any Group II Loan having a Net Mortgage
Rate (or the initial Net  Mortgage  Rate) of less than the Group II Discount Net
Mortgage  Rate per annum and any Mortgage  Loan deemed to be a Group II Discount
Mortgage Loan pursuant to the definition of Qualified Substitute Mortgage Loan.

     Group I Discount Net Mortgage Rate: With respect to any Group I Loan, 5.50%
per annum.

     Group II Discount  Net  Mortgage  Rate:  With respect to any Group II Loan,
6.00% per annum.

     Group I Fraud  Loss  Amount:  As of any  date of  determination  after  the
Cut-off Date, an


                                              24

<PAGE>



amount equal to: (X) prior to the second  anniversary  of the Cut-off  Date,  an
amount equal to 1.25% of the aggregate  outstanding  principal balance of all of
the Group I Loans as of the  Cut-off  Date minus the  aggregate  amount of Fraud
Losses allocated through Subordination in accordance with Section 4.05 since the
Cut-off  Date up to such date of  determination  and (Y) from the  second to the
fifth  anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a)
the Group I Fraud Loss Amount as of the most recent  anniversary  of the Cut-off
Date and (b) 1.00% of the aggregate  outstanding principal balance of all of the
Group I Loans as of the most recent  anniversary  of the Cut-off  Date minus (2)
the  aggregate  amount of Fraud Losses with  respect to Group I Loans  allocated
through  Subordination  in  accordance  with  Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of  determination.  On and after
the fifth  anniversary  of the Cut-off Date, the Group I Fraud Loss Amount shall
be zero.

        Group II Fraud Loss Amount:  As of any date of  determination  after the
Cut-off  Date,  an amount  equal to: (X) prior to the first  anniversary  of the
Cut-off Date, an amount equal to 3.00% of the  aggregate  outstanding  principal
balance of all of the Group II Loans as of the Cut-off Date minus the  aggregate
amount of Fraud  Losses  allocated  through  Subordination  in  accordance  with
Section 4.05 since the Cut-off Date up to such date of  determination,  (Y) from
the first to the second  anniversary of the Cut-off Date, an amount equal to (1)
the  lesser  of (a) the  Group  II  Fraud  Loss  Amount  as of the  most  recent
anniversary  of the  Cut-off  Date and (b)  2.00% of the  aggregate  outstanding
principal balance of all of the Group II Loans as of the most recent anniversary
of the Cut-off Date minus (2) the aggregate  amount of Fraud Losses with respect
to Group II Loans  allocated  through  Subordination  in accordance with Section
4.05 since the most recent  anniversary  of the Cut-off  Date up to such date of
determination  and (Z) from the second to the fifth  anniversary  of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Group II Fraud Loss Amount as
of the  most  recent  anniversary  of the  Cut-off  Date  and (b)  1.00%  of the
aggregate  outstanding  principal balance of all of the Group II Loans as of the
most recent  anniversary  of the Cut-off Date minus (2) the aggregate  amount of
Fraud Losses with respect to Group II Loans allocated  through  Subordination in
accordance  with Section 4.05 since the most recent  anniversary  of the Cut-off
Date up to such date of determination. On and after the fifth anniversary of the
Cut-off Date, the Group II Fraud Loss Amount shall be zero.

        Group III Fraud Loss Amount:  As of any date of determination  after the
Cut-off  Date,  an amount  equal to: (X) prior to the first  anniversary  of the
Cut-off Date, an amount equal to 3.00% of the  aggregate  outstanding  principal
balance of all of the Group III Loans as of the Cut-off Date minus the aggregate
amount of Fraud  Losses  allocated  through  Subordination  in  accordance  with
Section 4.05 since the Cut-off Date up to such date of  determination,  (Y) from
the first to the second  anniversary of the Cut-off Date, an amount equal to (1)
the  lesser  of (a) the  Group  III  Fraud  Loss  Amount  as of the most  recent
anniversary  of the  Cut-off  Date and (b)  2.00% of the  aggregate  outstanding
principal  balance  of  all  of the  Group  III  Loans  as of  the  most  recent
anniversary  of the Cut-off Date minus (2) the aggregate  amount of Fraud Losses
with respect to Group III Loans allocated  through  Subordination  in accordance
with  Section 4.05 since the most recent  anniversary  of the Cut-off Date up to
such date of determination  and (Z) from the second to the fifth  anniversary of
the Cut-off  Date,  an amount equal to (1) the lesser of (a) the Group III Fraud
Loss Amount as of


                                              25

<PAGE>



the most recent  anniversary  of the Cut-off Date and (b) 1.00% of the aggregate
outstanding  principal  balance  of all of the  Group  III  Loans as of the most
recent  anniversary of the Cut-off Date minus (2) the aggregate  amount of Fraud
Losses  with  respect  to Group III Loans  allocated  through  Subordination  in
accordance  with Section 4.05 since the most recent  anniversary  of the Cut-off
Date up to such date of determination. On and after the fifth anniversary of the
Cut-off Date, the Group III Fraud Loss Amount shall be zero.

     Group I Loans:  The Mortgage Loans designated on the Mortgage Loan Schedule
in Exhibit F-1.

     Group II Loans: The Mortgage Loans designated on the Mortgage Loan Schedule
in Exhibit F-2.

     Group III  Loans:  The  Mortgage  Loans  designated  on the  Mortgage  Loan
Schedule in Exhibit F-3.

        Group I Optional  Termination  Date: Any  Distribution  Date on or after
which the Stated Principal  Balance (before giving effect to distributions to be
made on such Distribution  Date) of the Group I Loans is less than 10.00% of the
Group I Cut-off Date Balance.

        Group II Optional  Termination  Date: Any Distribution  Date on or after
which the Stated Principal  Balance (before giving effect to distributions to be
made on such Distribution Date) of the Group II Loans is less than 10.00% of the
Group II Cut-off Date Balance.

        Group III Optional  Termination  Date: Any Distribution Date on or after
which the Stated Principal  Balance (before giving effect to distributions to be
made on such  Distribution  Date) of the Group III Loans is less than  10.00% of
the Group III Cut-off Date Balance.

        Group I Senior  Accelerated  Distribution  Percentage,  Group II  Senior
Accelerated Distribution Percentage or Group III Senior Accelerated Distribution
Percentage:  With respect to any Distribution  Date occurring on or prior to the
60th Distribution  Date, 100%. With respect to any Distribution Date thereafter,
as follows:

               (i) for any Distribution  Date after the 60th  Distribution  Date
        but on or  prior to the  72nd  Distribution  Date,  the  related  Senior
        Percentage  for  such   Distribution   Date  plus  70%  of  the  related
        Subordinate Percentage for such Distribution Date;

               (ii) for any Distribution  Date after the 72nd  Distribution Date
        but on or  prior to the  84th  Distribution  Date,  the  related  Senior
        Percentage  for  such   Distribution   Date  plus  60%  of  the  related
        Subordinate Percentage for such Distribution Date;

               (iii) for any Distribution  Date after the 84th Distribution Date
        but on or  prior to the  96th  Distribution  Date,  the  related  Senior
        Percentage for such Distribution Date plus 40%


                                              26

<PAGE>



        of the related Subordinate Percentage for such Distribution Date;

               (iv) for any Distribution  Date after the 96th  Distribution Date
        but on or prior to the  108th  Distribution  Date,  the  related  Senior
        Percentage  for  such   Distribution   Date  plus  20%  of  the  related
        Subordinate Percentage for such Distribution Date; and

               (v) for any  Distribution  Date  thereafter,  the related  Senior
          Percentage for such Distribution Date;

        Any  reduction  to  the  Senior  Accelerated   Distribution   Percentage
described above shall not occur as of any Distribution Date unless either:

        (a)(1)(X) the outstanding principal balance of the Mortgage Loans in the
related Loan Group delinquent 60 days or more averaged over the last six months,
as a percentage of the aggregate  outstanding  Certificate  Principal Balance of
the related  Subordinate  Certificates,  is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans in the related Loan Group delinquent 60 days
or more  averaged  over the last six months,  as a percentage  of the  aggregate
outstanding  principal balance of all Mortgage Loans in such Loan Group averaged
over the last six  months,  does not  exceed 2% and (2)  Realized  Losses on the
Mortgage Loans in the related Loan Group to date for such  Distribution  Date if
occurring during the sixth,  seventh,  eighth,  ninth or tenth year (or any year
thereafter)  after the Closing  Date are less than 30%,  35%,  40%,  45% or 50%,
respectively,  of the sum of the Initial  Certificate  Principal Balances of the
related Subordinate Certificates or

        (b)(1)  the  outstanding  principal  balance  of  Mortgage  Loans in the
related Loan Group delinquent 60 days or more averaged over the last six months,
as a percentage of the aggregate  outstanding  principal balance of all Mortgage
Loans in such Loan Group  averaged over the last six months,  does not exceed 4%
and (2) Realized  Losses on the Mortgage Loans in the related Loan Group to date
for such  Distribution  Date, if occurring  during the sixth,  seventh,  eighth,
ninth or tenth year (or any year  thereafter)  after the  Closing  Date are less
than  10%,  15%,  20%,  25% or  30%,  respectively,  of the  sum of the  Initial
Certificate Principal Balances of the related Subordinate Certificates, and

        (ii)  that  for  any  Distribution  Date on  which  the  related  Senior
Percentage  is greater than the such Senior  Percentage  as of the Closing Date,
the related Senior  Accelerated  Distribution  Percentage for such  Distribution
Date shall be 100%.

        Notwithstanding  the  foregoing,  upon the reduction of the  Certificate
Principal  Balances of the applicable  Senior  Certificates to zero, the related
Senior Accelerated Distribution Percentage shall thereafter be 0%.

        Group I Senior Certificates: Any one of the Class A-I, Class AP-I, Class
AV-I, Class R-I and Class R-IV Certificates.



                                              27

<PAGE>



     Group II Senior Certificates: Any one of the Class A-II, Class AP-II, Class
AV-II and Class R-II Certificates.

     Group III Senior Certificates:  Any one of the Class A-III Certificates and
Class R-III Certificates.

     Group  I  Senior  Interest  Distribution  Amount:  As  defined  in  Section
4.02(a)(i)(X).

     Group II  Senior  Interest  Distribution  Amount:  As  defined  in  Section
4.02(a)(i)(Y).

     Group III  Senior  Interest  Distribution  Amount:  As  defined  in Section
4.02(a)(i)(Z).

        Group I Senior  Percentage:  As of any Distribution  Date, the lesser of
100% and a fraction,  expressed as a  percentage,  the numerator of which is the
aggregate  Certificate  Principal  Balance  of the  Group I Senior  Certificates
(other than the Class AP-I Certificates)  immediately prior to such Distribution
Date and the denominator of which is the aggregate Stated  Principal  Balance of
all of the Group I Loans (or  related  REO  Properties)  (other than the related
Group I Discount  Fraction of each Group I Discount  Mortgage Loan)  immediately
prior to such Distribution Date.

        Group II Senior  Percentage:  As of any Distribution Date, the lesser of
100% and a fraction,  expressed as a  percentage,  the numerator of which is the
aggregate  Certificate  Principal  Balance  of the Group II Senior  Certificates
(other than the Class AP-II Certificates) immediately prior to such Distribution
Date and the denominator of which is the aggregate Stated  Principal  Balance of
all of the Group II Loans (or  related REO  Properties)  (other than the related
Group II Discount  Fraction of each Group II Discount Mortgage Loan) immediately
prior to such Distribution Date.

        Group III Senior Percentage:  As of any Distribution Date, the lesser of
100% and a fraction,  expressed as a  percentage,  the numerator of which is the
aggregate  Certificate  Principal  Balance of the Group III Senior  Certificates
immediately  prior to such Distribution Date and the denominator of which is the
aggregate Stated Principal Balance of all of the Group III Loans (or related REO
Properties) immediately prior to such Distribution Date.

        Group I Senior  Principal  Distribution  Amount:  As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution Amount related
to Loan  Group I  remaining  after the  distribution  therefrom  of all  amounts
required  to be  distributed  therefrom  pursuant to Section  4.02(a)(i)(X)  and
Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to be distributed
therefrom to the Group I  Certificateholders  on such Distribution Date pursuant
to Section 4.02(a)(ii)(Y) and Section 4.02(a)(xv) and (xvi).

        Group II Senior Principal  Distribution  Amount:  As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution Amount related
to Loan Group II  remaining  after the  distribution  therefrom  of all  amounts
required  to be  distributed  therefrom  pursuant to Section  4.02(a)(i)(Y)  and
Section 4.02(a)(ii)(X), and (b) the sum of the amounts required to be


                                              28

<PAGE>



distributed  therefrom to the Group II  Certificateholders  on such Distribution
Date pursuant to Section 4.02(a)(ii)(Y) and Section 4.02(a)(xv) and (xvi).

        Group III Senior Principal  Distribution  Amount: As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution Amount related
to Loan Group III  remaining  after the  distribution  therefrom  of all amounts
required to be distributed therefrom pursuant to Section 4.02(a)(i)(Z),  and (b)
the sum of the amounts  required  to be  distributed  therefrom  to the Group II
Certificateholders on such Distribution Date pursuant to Section  4.02(a)(ii)(Y)
and Section 4.02(a)(xv) and (xvi).

        Group I Special Hazard Amount:  As of any  Distribution  Date, an amount
equal to $2,599,498  minus the sum of (i) the aggregate amount of Special Hazard
Losses  allocated to the Group I Loans through  Subordination in accordance with
Section 4.05 and (ii) the Adjustment  Amount (as defined below) as most recently
calculated.  For each  anniversary of the Cut-off Date, the "Adjustment  Amount"
shall  be  equal to the  amount,  if any,  by which  the  amount  calculated  in
accordance with the preceding  sentence  (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greatest of (i) twice
the  outstanding  principal  balance  of the Group I Loan  that has the  largest
outstanding  principal  balance on the Distribution  Date immediately  preceding
such  anniversary,  (ii) the  product  of 1.00%  multiplied  by the  outstanding
principal  balance  of all Group I Loans on the  Distribution  Date  immediately
preceding such anniversary and (iii) the aggregate outstanding principal balance
(as of the immediately preceding  Distribution Date) of the Group I Loans in any
single  five-digit  California  zip code area with the largest amount of Group I
Loans by aggregate principal balance as of such anniversary.

        The Group I Special  Hazard Amount may be further  reduced by the Master
Servicer  (including  accelerating  the  manner in which  coverage  is  reduced)
provided  that prior to any such  reduction,  the Master  Servicer  shall obtain
written  confirmation  from each  Rating  Agency that such  reduction  shall not
reduce the rating  assigned to the Group I  Certificates  by such Rating  Agency
below  the  lower of the  then-current  rating or the  rating  assigned  to such
Certificates as of the Closing Date by such Rating Agency.

        Group II Special Hazard Amount:  As of any Distribution  Date, an amount
equal to $5,951,664  minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Group II Loans through  Subordination in accordance with
Section 4.05 and (ii) the Adjustment  Amount (as defined below) as most recently
calculated.  For each  anniversary of the Cut-off Date, the "Adjustment  Amount"
shall  be  equal to the  amount,  if any,  by which  the  amount  calculated  in
accordance with the preceding  sentence  (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greatest of (i) twice
the  outstanding  principal  balance  of the Group II Loan that has the  largest
outstanding  principal  balance on the Distribution  Date immediately  preceding
such  anniversary,  (ii) the  product  of 1.00%  multiplied  by the  outstanding
principal  balance of all Group II Loans on the  Distribution  Date  immediately
preceding such anniversary and (iii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the Group II Loans in any
single five-digit California zip code area with the


                                              29

<PAGE>



largest  amount  of Group II Loans by  aggregate  principal  balance  as of such
anniversary.

        The Group II Special Hazard Amount may be further  reduced by the Master
Servicer  (including  accelerating  the  manner in which  coverage  is  reduced)
provided  that prior to any such  reduction,  the Master  Servicer  shall obtain
written  confirmation  from each  Rating  Agency that such  reduction  shall not
reduce the rating  assigned to the Group II  Certificates  by such Rating Agency
below  the  lower of the  then-current  rating or the  rating  assigned  to such
Certificates as of the Closing Date by such Rating Agency.

        Group III Special Hazard Amount: As of any Distribution  Date, an amount
equal to $7,914,100  minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Group III Loans through Subordination in accordance with
Section 4.05 and (ii) the Adjustment  Amount (as defined below) as most recently
calculated.  For each  anniversary of the Cut-off Date, the "Adjustment  Amount"
shall  be  equal to the  amount,  if any,  by which  the  amount  calculated  in
accordance with the preceding  sentence  (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greatest of (i) twice
the  outstanding  principal  balance of the Group III Loan that has the  largest
outstanding  principal  balance on the Distribution  Date immediately  preceding
such  anniversary,  (ii) the  product  of 1.00%  multiplied  by the  outstanding
principal  balance of all Group III Loans on the  Distribution  Date immediately
preceding such anniversary and (iii) the aggregate outstanding principal balance
(as of the immediately  preceding  Distribution  Date) of the Group III Loans in
any single five-digit  California zip code area with the largest amount of Group
III Loans by aggregate principal balance as of such anniversary.

        The Group III Special Hazard Amount may be further reduced by the Master
Servicer  (including  accelerating  the  manner in which  coverage  is  reduced)
provided  that prior to any such  reduction,  the Master  Servicer  shall obtain
written  confirmation  from each  Rating  Agency that such  reduction  shall not
reduce the rating  assigned to the Group III  Certificates by such Rating Agency
below  the  lower of the  then-current  rating or the  rating  assigned  to such
Certificates as of the Closing Date by such Rating Agency.

     Group I Subordinate Certificates:  The Class M-I Certificates and Class B-I
Certificates.

     Group II Subordinate  Certificates:  The Class M-II  Certificates and Class
B-II Certificates.

     Group III Subordinate Certificates:  The Class M-III Certificates and Class
B-III Certificates.

        Group I Subordinate  Principal  Distribution Amount: With respect to any
Distribution  Date and each Class of Group I Subordinate  Certificates,  (a) the
sum of (i)  the  product  of (x)  the  Class's  pro  rata  share,  based  on the
Certificate  Principal Balance of each such Class then outstanding,  and (y) the
aggregate of the amounts  calculated  for such  Distribution  Date under clauses
(i), (ii) and (iii) of Section  4.02(a)(ii)(Y)(A)  (without giving effect to the
related  Senior  Percentage)  to the extent not  payable to the  related  Senior
Certificates;  (ii)  such  Class's  pro rata  share,  based  on the  Certificate
Principal  Balance  of each  Class  of  Group I  Subordinate  Certificates  then
outstanding, of the principal


                                              30

<PAGE>



collections described in Section 4.02(a)(ii)(Y)(B)(b)  (without giving effect to
the  related  Senior  Accelerated  Distribution  Percentage)  to the extent such
collections  are not otherwise  distributed to the related Senior  Certificates;
(iii) the product of (x) the related Prepayment  Distribution Percentage and (y)
the  aggregate  of all  Principal  Prepayments  in Full  received in the related
Prepayment  Period and  Curtailments  received in the preceding  calendar  month
(other than the related Discount Fraction of such Principal  Prepayments in Full
and Curtailments with respect to a Group I Discount Mortgage Loan) to the extent
not payable to the related Senior Certificates;  (iv) if such Class is the Class
of  Subordinate  Certificates  with the Highest  Priority,  any  related  Excess
Subordinate  Principal  Amount  for  such  Distribution  Date to the  extent  of
Eligible  Funds for such  Distribution  Date;  and (v) any amounts  described in
clauses (i), (ii) and (iii) as determined  for any previous  Distribution  Date,
that remain  undistributed  to the extent that such amounts are not attributable
to Realized  Losses which have been  allocated to a Class of Group I Subordinate
Certificates  minus (b) with  respect to the Class of  Subordinate  Certificates
with the Lowest Priority,  any related Excess  Subordinate  Principal Amount for
such  Distribution  Date;  provided,  however,  that  the  Group  I  Subordinate
Principal Distribution Amount for any Class of Group I Subordinate  Certificates
on any  Distribution  Date shall in no event exceed the outstanding  Certificate
Principal Balance of such Class of Certificates immediately prior to such date.

        Group II Subordinate Principal  Distribution Amount: With respect to any
Distribution Date and each Class of Group II Subordinate  Certificates,  (a) the
sum of (i)  the  product  of (x)  the  Class's  pro  rata  share,  based  on the
Certificate  Principal Balance of each such Class then outstanding,  and (y) the
aggregate of the amounts  calculated  for such  Distribution  Date under clauses
(i), (ii) and (iii) of Section  4.02(a)(ii)(Y)(A)  (without giving effect to the
related  Senior  Percentage)  to the extent not  payable to the  related  Senior
Certificates;  (ii)  such  Class's  pro rata  share,  based  on the  Certificate
Principal  Balance  of each  Class  of Group II  Subordinate  Certificates  then
outstanding,    of   the    principal    collections    described   in   Section
4.02(a)(ii)(Y)(B)(b)  (without  giving effect to the related Senior  Accelerated
Distribution  Percentage)  to the  extent  such  collections  are not  otherwise
distributed  to the related  Senior  Certificates;  (iii) the product of (x) the
related  Prepayment  Distribution  Percentage  and  (y)  the  aggregate  of  all
Principal  Prepayments  in Full  received in the related  Prepayment  Period and
Curtailments  received in the preceding  calendar  month (other than the related
Discount  Fraction of such Principal  Prepayments in Full and Curtailments  with
respect to a Group II Discount  Mortgage  Loan) to the extent not payable to the
related  Senior  Certificates;  (iv) if such  Class is the Class of  Subordinate
Certificates with the Highest Priority, any related Excess Subordinate Principal
Amount  for such  Distribution  Date to the  extent of  Eligible  Funds for such
Distribution  Date; and (v) any amounts described in clauses (i), (ii) and (iii)
as determined for any previous  Distribution Date, that remain  undistributed to
the extent that such amounts are not  attributable to Realized Losses which have
been  allocated to a Class of Group II Subordinate  Certificates  minus (b) with
respect to the Class of Subordinate  Certificates with the Lowest Priority,  any
related  Excess  Subordinate   Principal  Amount  for  such  Distribution  Date;
provided,  however, that the Group II Subordinate Principal  Distribution Amount
for any Class of Group II  Subordinate  Certificates  on any  Distribution  Date
shall in no event exceed the outstanding  Certificate  Principal Balance of such
Class of Certificates immediately prior to such date.



                                              31

<PAGE>



        Group III Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Group III Subordinate Certificates,  (a) the
sum of (i)  the  product  of (x)  the  Class's  pro  rata  share,  based  on the
Certificate  Principal Balance of each such Class then outstanding,  and (y) the
aggregate of the amounts  calculated  for such  Distribution  Date under clauses
(i), (ii) and (iii) of Section  4.02(a)(ii)(Y)(A)  (without giving effect to the
related  Senior  Percentage)  to the extent not  payable to the  related  Senior
Certificates;  (ii)  such  Class's  pro rata  share,  based  on the  Certificate
Principal  Balance  of each  Class of Group III  Subordinate  Certificates  then
outstanding,    of   the    principal    collections    described   in   Section
4.02(a)(ii)(Y)(B)(b)  (without  giving effect to the related Senior  Accelerated
Distribution  Percentage)  to the  extent  such  collections  are not  otherwise
distributed  to the related  Senior  Certificates;  (iii) the product of (x) the
related  Prepayment  Distribution  Percentage  and  (y)  the  aggregate  of  all
Principal  Prepayments  in Full  received in the related  Prepayment  Period and
Curtailments  received in the preceding calendar month the extent not payable to
the related Senior Certificates;  (iv) if such Class is the Class of Subordinate
Certificates with the Highest Priority, any related Excess Subordinate Principal
Amount  for such  Distribution  Date to the  extent of  Eligible  Funds for such
Distribution  Date; and (v) any amounts described in clauses (i), (ii) and (iii)
as determined for any previous  Distribution Date, that remain  undistributed to
the extent that such amounts are not  attributable to Realized Losses which have
been allocated to a Class of Subordinate  Certificates minus (b) with respect to
the Class of Group III Subordinate  Certificates  with the Lowest Priority,  any
related  Excess  Subordinate   Principal  Amount  for  such  Distribution  Date;
provided,  however, that the Group III Subordinate Principal Distribution Amount
for any Class of Group III  Subordinate  Certificates on any  Distribution  Date
shall in no event exceed the outstanding  Certificate  Principal Balance of such
Class of Certificates immediately prior to such date.

        High Cost Loan:  The  Mortgage  Loans set forth hereto as Exhibit P that
are subject to special rules,  disclosure requirements and other provisions that
were added to the Federal Truth in Lending Act by the Home  Ownership and Equity
Protection Act of 1994.

        Highest  Priority:  As of  any  date  of  determination,  the  Class  of
Subordinate  Certificates  then  outstanding  with  the  earliest  priority  for
payments  pursuant to Section 4.02(a),  in the following order: (a) with respect
to the Group I Subordinate Certificates, Class M-I-1, Class M-I-2, Class M-I- 3,
Class B-I-1, Class B-I-2 and Class B-I-3  Certificates,  (b) with respect to the
Group II Subordinate  Certificates,  Class M-II-1,  Class M-II-2,  Class M-II-3,
Class B-II-1, Class B-II-2 and Class B-II-3 Certificates and (c) with respect to
the Group III Subordinate  Certificates,  Class M-III-1,  Class M- III-2,  Class
M-III-3, Class B-III-1, Class B-III-2 and Class B-III-3 Certificates.

        Independent:  When used with respect to any specified Person, means such
a Person who (i) is in fact  independent of the Depositor,  the Master  Servicer
and the  Trustee,  or any  Affiliate  thereof,  (ii)  does not  have any  direct
financial interest or any material indirect financial interest in the Depositor,
the Master Servicer or the Trustee or in an Affiliate thereof,  and (iii) is not
connected with the Depositor,  the Master Servicer or the Trustee as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.



                                              32

<PAGE>



        Initial  Certificate  Principal  Balance:  With respect to each Class of
Certificates   (other  than  the  Class  A-I-3,   Class  AV-I  and  Class  AV-II
Certificates),  the Certificate  Principal Balance of such Class of Certificates
as of the Cut-off Date as set forth in the Preliminary Statement hereto.

        Initial  Subordinate Class Percentage:  With respect to any Distribution
Date and any Class of  Subordinate  Certificates,  a  fraction,  expressed  as a
percentage,  the  numerator  of which  is the  aggregate  Certificate  Principal
Balance of such Class of Subordinate Certificates as of the Closing Date and the
denominator of which is the related Cut-off Date Balance.

        Insurance  Proceeds:  Proceeds  paid in  respect of the  Mortgage  Loans
pursuant to any Primary  Insurance Policy or any other related  insurance policy
covering a  Mortgage  Loan,  to the  extent  such  proceeds  are  payable to the
mortgagee  under the  Mortgage,  any  Subservicer,  the Master  Servicer  or the
Trustee and are not applied to the restoration of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related  Cooperative  Apartment) or
released to the  Mortgagor in  accordance  with the  procedures  that the Master
Servicer would follow in servicing mortgage loans held for its own account.

     Interest Accrual Period:  With respect to any Distribution  Date, the prior
calendar month.

        Interim Certificates: As defined in Section 2.02.

        Late  Collections:  With  respect  to any  Mortgage  Loan,  all  amounts
received during any Due Period,  whether as late payments of Monthly Payments or
as Insurance Proceeds,  Liquidation Proceeds or otherwise,  which represent late
payments or  collections  of Monthly  Payments due but delinquent for a previous
Due Period and not previously recovered.

        Liquidation  Proceeds:  Amounts (other than Insurance Proceeds) received
by the Master  Servicer  in  connection  with the taking of an entire  Mortgaged
Property  by  exercise  of the power of  eminent  domain or  condemnation  or in
connection with the liquidation of a defaulted  Mortgage Loan through  trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.

        Loan Group: Any of Loan Group I, Loan Group II or Loan Group III.

        Loan  Group I: The group of  Mortgage  Loans  designated  as the Group I
Mortgage Loans on the Mortgage Loan Schedule in Exhibit F-1.

        Loan Group II: The group of Mortgage  Loans  designated  as the Group II
Mortgage Loans on the Mortgage Loan Schedule in Exhibit F-2.

        Loan Group III: The group of Mortgage Loans  designated as the Group III
Mortgage Loans on the Mortgage Loan Schedule in Exhibit F-3.

     Loan-to-Value  Ratio:  As  of  any  date,  the  fraction,  expressed  as  a
percentage, the numerator


                                              33

<PAGE>



of which is the current  principal  balance of the related  Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.

        Lower  Priority:  As of any  date  of  determination  and any  Class  of
Subordinate  Certificates,  any other Class of related Subordinate  Certificates
then outstanding, with later priority for payments pursuant to Section 4.02(a).

        Lowest  Priority:  As  of  any  date  of  determination,  the  Class  of
Subordinate  Certificates then outstanding with the latest priority for payments
pursuant to Section  4.02(a),  in the following  order:  (a) with respect to the
Group I Subordinate  Certificates,  Class B-I-3, Class B-I-2, Class B-I-1, Class
M-I-3, Class M-I-2 and Class M-I-1  Certificates,  (b) with respect to the Group
II Subordinate  Certificates,  Class B-II-3,  Class B-II-2,  Class B-II-1, Class
M-II-3,  Class M-II-2 and Class M-II-1  Certificates and (c) with respect to the
Group III  Subordinate  Certificates,  Class  B-III-3,  Class  B-III-  2,  Class
B-III-1, Class M-III-3, Class M-III-2 and Class M-III-1 Certificates.

        Maturity  Date:  With respect to each Class of  Certificates  of regular
interest or Uncertificated Regular Interest issued by each of REMIC I, REMIC II,
REMIC III and REMIC IV, the latest possible  maturity date,  solely for purposes
of  Section  1.860G-1(a)(4)(iii)  of the  Treasury  Regulations,  by  which  the
Certificate Principal Balance of each such Class of Certificates  representing a
regular  interest in the Trust Fund would be reduced to zero, which is, for each
such regular  interest other than the Group I  Certificates,  December 25, 2017,
which is the  Distribution  Date  following the maturity of the latest  maturing
Mortgage  Loan,  and  which  is for the  Group II  Certificates  and  Group  III
Certificates, November 25, 2032.

     MERS:  Mortgage  Electronic   Registration  Systems,  Inc.,  a  corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

        MERS(R)  System:   The  system  of  recording   transfers  of  Mortgages
electronically maintained by MERS.

     MIN: The Mortgage  Identification Number for Mortgage Loans registered with
MERS on the MERS(R)System.

        MLCC:  Merrill Lynch Credit Corporation, or its successor in interest.

     Modified  Mortgage  Loan:  Any Mortgage Loan that has been the subject of a
Servicing Modification.

        Modified Net Mortgage  Rate: As to any Mortgage Loan that is the subject
of a Servicing  Modification,  the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.

     MOM Loan:  With respect to any Mortgage Loan,  MERS acting as the mortgagee
of such


                                              34

<PAGE>



Mortgage  Loan,  solely as nominee for the  originator of such Mortgage Loan and
its successors and assigns, at the origination thereof.

        Monthly  Payment:  With respect to any Mortgage Loan  (including any REO
Property)  and the Due Date in any Due  Period,  the  payment of  principal  and
interest due thereon in accordance  with the  amortization  schedule at the time
applicable thereto (after adjustment, if any, for Curtailments and for Deficient
Valuations  occurring  prior to such Due Date but before any  adjustment to such
amortization  schedule  by  reason of any  bankruptcy,  other  than a  Deficient
Valuation,  or similar  proceeding or any  moratorium or similar waiver or grace
period and before any Servicing Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).

        Moody's: Moody's Investors Service, Inc., or its successor in interest.

        Mortgage:  With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument  creating a first or junior lien on an estate in fee simple  interest
in real property securing a Mortgage Note.

        Mortgage File: The mortgage  documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional  documents required to be added
to the Mortgage File pursuant to this Agreement.

        Mortgage Loans:  Such of the mortgage loans  transferred and assigned to
the Trustee  pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule attached hereto as Exhibit F-1,
Exhibit F-2 and Exhibit F-3, and  Qualified  Substitute  Mortgage  Loans held or
deemed held as part of the Trust Fund including,  without  limitation,  (i) with
respect to each Cooperative Loan, the related Mortgage Note, Security Agreement,
Assignment of Proprietary  Lease,  Cooperative  Stock  Certificate,  Cooperative
Lease and  Mortgage  File and all  rights  appertaining  thereto,  and (ii) with
respect to each  Mortgage  Loan  other than a  Cooperative  Loan,  each  related
Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto.

        Mortgage Loan Schedule:  The lists of the Mortgage Loans attached hereto
as Exhibit  F-1,  Exhibit F-2 and  Exhibit F-3 (as amended  from time to time to
reflect the addition of Qualified  Substitute Mortgage Loans), which lists shall
set forth at a minimum the following information as to each Mortgage Loan:

               (i)    the Mortgage Loan identifying number ("RFC LOAN #");

               (ii)   [reserved];

               (iii) the  maturity of the Mortgage  Note  ("MATURITY  DATE",  or
          "MATURITY DT" for Mortgage Loans;



                                              35

<PAGE>



               (iv) the Mortgage Rate as of the Cut-off Date ("ORIG RATE");

               (v) the Mortgage  Rate as of the Cut-off  Date for an  adjustable
          rate Mortgage Loan ("CURR RATE");

               (vi) the Adjusted Net  Mortgage  Rate or Net Mortgage  Rate as of
          the Cut-off Date ("CURR NET");

               (vii) the scheduled  monthly  payment of  principal,  if any, and
        interest  as of the Cut- off Date  ("ORIGINAL  P & I" or "CURRENT P & I"
        for the adjustable rate Mortgage Loans);

               (viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");

               (ix)   the Loan-to-Value Ratio at origination ("LTV");

               (x) a code "T",  "BT" or "CT"  under  the  column  "LN  FEATURE,"
        indicating  that the  Mortgage  Loan is secured by a second or  vacation
        residence  (the  absence  of any such code  means the  Mortgage  Loan is
        secured by a primary residence); and

               (xi) a code "N" under the column "OCCP CODE", indicating that the
        Mortgage Loan is secured by a non-owner  occupied residence (the absence
        of any such code means the Mortgage Loan is secured by an owner occupied
        residence).

        Such  schedules may consist of multiple  reports that  collectively  set
forth all of the information required.

        Mortgage  Note:  The  originally  executed  note or  other  evidence  of
indebtedness  evidencing the  indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.

        Mortgage  Rate: As to any Mortgage  Loan, the interest rate borne by the
related  Mortgage  Note,  or any  modification  thereto  other than a  Servicing
Modification.  The Mortgage  Rate on the  adjustable  rate  Mortgage  Loans will
adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple
of  one-eighth  of one percent  (0.125%) or up to the nearest  one-eighth of one
percent, which are indicated by a "U" on Exhibit F hereto, as applicable.

        Mortgaged  Property:  The underlying  real property  securing a Mortgage
Loan or, with respect to a Cooperative  Loan, the related  Cooperative Lease and
Cooperative Stock.

        Mortgagor: The obligor on a Mortgage Note.

     Net Mortgage  Rate:  With  respect to any  Mortgage  Loan as of any date of
determination,  a per annum rate equal to the  Adjusted  Mortgage  Rate for such
Mortgage Loan as of such date minus


                                              36

<PAGE>



the sum of the  Servicing  Fee Rate and minus  the rate at which any  applicable
lender-paid mortgage insurance accrues.

        Non-Discount  Mortgage  Loan:  A  Group  I Loan  that  is not a  Group I
Discount Mortgage Loan or a Group II Loan that is not a Group II Discount Loan.

        Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation  residences,  or by  non-owner  occupied  residences,  on the
Mortgage Loan Schedule.

        Non-United States Person:  Any Person other than a United States Person.
Nonrecoverable  Advance:  Any Advance  previously made or proposed to be made by
the Master Servicer in respect of a Mortgage Loan (other than a Deleted Mortgage
Loan) which, in the good faith judgment of the Master Servicer, will not, or, in
the case of a proposed  Advance,  would not, be  ultimately  recoverable  by the
Master Servicer from related Late Collections,  Insurance Proceeds,  Liquidation
Proceeds or REO Proceeds.

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

        Notice: As defined in Section 4.04.

        Notional  Amount:   With  respect  to  the  Class  A-I-3   Certificates,
immediately  prior to any Distribution  Date, an amount equal to the Certificate
Principal  Balance  of the Class  A-I-2  Certificates.  For  federal  income tax
purposes,  however,  the Notional Amount of the Class A-I-3 Certificates will be
equal to the  Uncertificated  Principal  Balance of REMIC I Regular Interest LT-
IA2.  With  respect to the Class  AV-I  Certificates,  immediately  prior to any
Distribution  Date,  an amount equal to the  Uncertificated  Notional  Amount of
REMIC I Regular Interest LT-I-AV.  With respect to the Class AV-II Certificates,
immediately   prior  to  any   Distribution   Date,   an  amount  equal  to  the
Uncertificated Notional Amount of REMIC I Regular Interest LT-II-AV.

        Officers'  Certificate:  A  certificate  signed by the  Chairman  of the
Board,  the  President or a Vice  President or Assistant  Vice  President,  or a
Director or Managing Director,  and by the Treasurer,  the Secretary,  or one of
the Assistant Treasurers or Assistant Secretaries of the Depositor or the Master
Servicer,  as the case may be, and delivered to the Trustee, as required by this
Agreement.

        Opinion of  Counsel:  A written  opinion of  counsel  acceptable  to the
Trustee and the Master  Servicer,  who may be counsel for the  Depositor  or the
Master  Servicer,  provided  that any opinion of counsel (i)  referred to in the
definition of "Disqualified  Organization" or (ii) relating to the qualification
of REMIC I,  REMIC II,  REMIC III or REMIC IV as REMICs or  compliance  with the
REMIC Provisions must, unless otherwise specified,  be an opinion of Independent
counsel.

     Outstanding Mortgage Loan: As to the Due Date in any Due Period, a Mortgage
Loan  (including  an REO  Property)  that  was not the  subject  of a  Principal
Prepayment in Full, Cash


                                              37

<PAGE>



Liquidation  or  REO  Disposition  and  that  was  not  purchased,   deleted  or
substituted  for prior to such Due Date pursuant to Section 2.02,  2.03, 2.04 or
4.07.

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

        Pass-Through  Rate:  With respect to the Class A-I-1,  Class R-I,  Class
R-IV, Class M-I and Class B-I Certificates, 5.50% per annum. With respect to the
Class  A-I-2  Certificates,  5.25% per annum.  With  respect to the Class  A-I-3
Certificates, 0.25% per annum.

        With respect to the Class AV-I Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates  of all  Group I Loans  as of the Due  Date  in the  related  Due  Period,
weighted on the basis of the respective Stated Principal  Balances of such Group
I Loans as of the day  immediately  preceding such  Distribution  Date (or, with
respect  to the  initial  Distribution  Date,  at the close of  business  on the
Cut-off  Date).  With  respect to the Class AV-I  Certificates  and the  initial
Distribution  Date, the Pass-Through Rate is equal to approximately  0.2556% per
annum.

        With  respect to the Class A-II,  Class R-II,  Class M-II and Class B-II
Certificates, 6.00% per annum.

        With respect to the Class AV-II  Certificates and any Distribution Date,
a rate equal to the weighted  average,  expressed as a  percentage,  of the Pool
Strip  Rates of all Group II Loans as of the Due Date in the related Due Period,
weighted on the basis of the respective Stated Principal  Balances of such Group
II Loans as of the day immediately  preceding such  Distribution  Date (or, with
respect  to the  initial  Distribution  Date,  at the close of  business  on the
Cut-off  Date).  With  respect to the Class AV-II  Certificates  and the initial
Distribution  Date, the Pass-Through Rate is equal to approximately  0.8511% per
annum.

        With respect to the Class A-III  Certificates,  Class R-III Certificate,
Class M-III  Certificates and Class B-III Certificates on any Distribution Date,
the Uncertificated REMIC II Pass-Through Rate.

     Paying Agent:  Deutsche Bank Trust Company Americas or any successor Paying
Agent appointed by the Trustee.

        Percentage  Interest:  With respect to any Class A Certificate,  Class M
Certificate or Class B Certificate,  the undivided percentage ownership interest
in the related Class evidenced by such Certificate,  which percentage  ownership
interest shall be equal to the Initial  Certificate  Principal  Balance  thereof
divided by the aggregate  Initial  Certificate  Principal  Balance of all of the
Certificates of the same Class. The Percentage  Interest with respect to a Class
R Certificate shall be stated on the face thereof.


                                              38

<PAGE>



        Permitted Investments: One or more of the following:

               (i)  obligations of or guaranteed as to principal and interest by
        the United  States or any agency or  instrumentality  thereof  when such
        obligations  are  backed  by the full  faith and  credit  of the  United
        States;

               (ii) repurchase agreements on obligations specified in clause (i)
        maturing not more than one month from the date of  acquisition  thereof,
        provided  that  the  unsecured  obligations  of the  party  agreeing  to
        repurchase such  obligations are at the time rated by each Rating Agency
        in its highest short-term rating available;

               (iii) federal funds,  certificates of deposit,  demand  deposits,
        time  deposits  and  bankers'  acceptances  (which  shall  each  have an
        original  maturity of not more than 90 days and, in the case of bankers'
        acceptances,  shall in no event have an  original  maturity of more than
        365 days or a remaining  maturity of more than 30 days)  denominated  in
        United  States  dollars  of any  U.S.  depository  institution  or trust
        company  incorporated  under the laws of the United  States or any state
        thereof or of any domestic branch of a foreign depository institution or
        trust company;  provided that the debt  obligations  of such  depository
        institution  or trust company (or, if the only Rating Agency is Standard
        &  Poor's,  in the case of the  principal  depository  institution  in a
        depository   institution  holding  company,   debt  obligations  of  the
        depository  institution  holding  company)  at the  date of  acquisition
        thereof have been rated by each Rating Agency in its highest  short-term
        rating  available;  and provided further that, if the only Rating Agency
        is  Standard  &  Poor's  and if the  depository  or trust  company  is a
        principal  subsidiary of a bank holding company and the debt obligations
        of such subsidiary are not separately rated, the applicable rating shall
        be that of the bank holding company;  and, provided further that, if the
        original maturity of such short-term obligations of a domestic branch of
        a foreign depository  institution or trust company shall exceed 30 days,
        the short-term  rating of such institution  shall be A-1+ in the case of
        Standard & Poor's if Standard & Poor's is a Rating Agency;

               (iv)   commercial   paper  and  demand  notes  (having   original
        maturities  of not more than 365 days) of any  corporation  incorporated
        under the laws of the United  States or any state  thereof  which on the
        date of acquisition  has been rated by each Rating Agency in its highest
        short-term  rating  available;  provided that such commercial  paper and
        demand notes shall have a remaining maturity of not more than 30 days;

               (v) a money market fund or a qualified  investment  fund rated by
        each Rating Agency in its highest long-term rating available; and

               (vi) other  obligations or securities that are acceptable to each
        Rating  Agency as a Permitted  Investment  hereunder and will not reduce
        the rating  assigned to any Class of  Certificates by such Rating Agency
        below the lower of the  then-current  rating or the rating  assigned  to
        such  Certificates  as of the  Closing  Date by such Rating  Agency,  as
        evidenced in


                                              39

<PAGE>



        writing;

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

     Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.

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

        Pledged Asset Mortgage Servicing  Agreement:  The Pledged Asset Mortgage
Servicing  Agreement,  dated as of February 28, 1996 between MLCC and the Master
Servicer.

        Pool Strip  Rate:  With  respect to each Group I Loan,  a per annum rate
equal to the excess of (a) the Net  Mortgage  Rate of such Group I Loan over (b)
the Group I Discount Net Mortgage Rate (but not less than 0.00%) per annum. With
respect to each  Group II Loan,  a per annum rate equal to the excess of (a) the
Net  Mortgage  Rate of such  Group II Loan  over (b) the Group II  Discount  Net
Mortgage Rate (but not less than 0.00%) per annum.

        Prepayment  Assumption:  With  respect  to the Group I  Certificates,  a
prepayment  assumption  of 300% of the  prepayment  speed  assumption,  used for
determining  the accrual of original  issue  discount  and market  discount  and
premium  on the Group I  Certificates  for  federal  income tax  purposes.  With
respect to the Group II  Certificates,  a prepayment  assumption  of 350% of the
prepayment speed assumption,  used for determining the accrual of original issue
discount  and  market  discount  and  premium on the Group II  Certificates  for
federal income tax purposes.  The prepayment speed assumption assumes a constant
rate of prepayment of mortgage  loans of 0.2% per annum of the then  outstanding
principal  balance of such mortgage  loans in the first month of the life of the
mortgage  loans,  increasing by an additional  0.2% per annum in each succeeding
month until the thirtieth  month, and a constant 6% per annum rate of prepayment
thereafter for the life of the mortgage loans.

        With respect to the Group III Certificates, the prepayment assumption to
be used for  determining  the accrual of original  issue discount and premium on
the Group III Certificates for


                                              40

<PAGE>



federal income tax purposes, which assumes a constant prepayment rate of 30% per
annum with respect to the Group III Loans.

        Prepayment  Distribution  Percentage:  With respect to any  Distribution
Date  and  each  Class  of  Subordinate   Certificates,   under  the  applicable
circumstances set forth below, the respective percentages set forth below:

               (i) For any  Distribution  Date on which any Class of Subordinate
        Certificates in the related certificate group are outstanding:

                      (a) in the case of the Class of  Subordinate  Certificates
               then  outstanding  with the Highest Priority and each other Class
               of Subordinate  Certificates in the related certificate group for
               which the related Principal Payment Distribution Trigger has been
               satisfied, a fraction,  expressed as a percentage,  the numerator
               of which  is the  Certificate  Principal  Balance  of such  Class
               immediately  prior to such date and the  denominator  of which is
               the sum of the Certificate  Principal Balances  immediately prior
               to such date of (1) the Class of Subordinate  Certificates in the
               related  certificate  group  then  outstanding  with the  Highest
               Priority and (2) all other Classes of Subordinate Certificates in
               the related certificate group for which the respective  Principal
               Payment Distribution Triggers have been satisfied; and

                      (b) in  the  case  of  each  other  Class  of  Subordinate
               Certificates  in the  related  certificate  group  for  which the
               Principal Payment Distribution  Triggers have not been satisfied,
               0%; and

               (ii)  Notwithstanding  the foregoing,  if the  application of the
        foregoing  percentages on any  Distribution  Date as provided in Section
        4.02 (determined without regard to the proviso to the related definition
        of  "Subordinate  Principal  Distribution  Amount")  would  result  in a
        distribution  in  respect  of  principal  of any  Class  or  Classes  of
        Subordinate  Certificates in the related  certificate group in an amount
        greater than the remaining  Certificate  Principal  Balance thereof (any
        such class, a "Maturing Class"),  then: (a) the Prepayment  Distribution
        Percentage of each Maturing Class shall be reduced to a level that, when
        applied  as  described  above,  would  exactly  reduce  the  Certificate
        Principal Balance of such Class to zero; (b) the Prepayment Distribution
        Percentage  of each  other  Class  of  Subordinate  Certificates  in the
        related certificate group (any such Class, a "Non-Maturing Class") shall
        be  recalculated  in accordance  with the  provisions in paragraph  (ii)
        above,  as if the Certificate  Principal  Balance of each Maturing Class
        had  been  reduced  to  zero  (such  percentage  as  recalculated,   the
        "Recalculated  Percentage");  (c) the total amount of the  reductions in
        the Prepayment Distribution Percentages of the Maturing Class or Classes
        pursuant  to clause  (a) of this  sentence,  expressed  as an  aggregate
        percentage,  shall  be  allocated  among  the  Non-Maturing  Classes  in
        proportion to their respective Recalculated  Percentages (the portion of
        such aggregate  reduction so allocated to any  Non-Maturing  Class,  the
        "Adjustment  Percentage");  and (d) for  purposes  of such  Distribution
        Date, the


                                              41

<PAGE>



        Prepayment  Distribution  Percentage of each Non-Maturing Class shall be
        equal to the sum of (1) the Prepayment  Distribution Percentage thereof,
        calculated in accordance  with the provisions in paragraph (ii) above as
        if the Certificate Principal Balance of each Maturing Class had not been
        reduced to zero, plus (2) the related Adjustment Percentage.

        Prepayment  Interest  Shortfall:  As to any  Distribution  Date  and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property)  that was
the subject of (a) a Principal  Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the related Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified  Mortgage
Loan) on the Stated  Principal  Balance of such Mortgage Loan over the amount of
interest  (adjusted to the related Net  Mortgage  Rate (or Modified Net Mortgage
Rate in the case of a Modified  Mortgage  Loan)) paid by the  Mortgagor for such
Prepayment  Period  to the date of such  Principal  Prepayment  in Full or (b) a
Curtailment  during the prior  calendar  month,  an amount  equal to one month's
interest at the related Net Mortgage  Rate (or Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) on the amount of such Curtailment.

        Prepayment Period: As to any Distribution Date and Principal  Prepayment
in Full,  the period  commencing on the 16th day of the month prior to the month
prior to the month in which that Distribution Date occurs and ending on the 15th
day of the month in which such Distribution Date occurs.

        Primary  Insurance  Policy:  Each  primary  policy of mortgage  guaranty
insurance as  indicated  on Exhibit F with the  exception of either code "23" or
"96" under the column "MI CO CODE."

        Principal Payment Distribution Trigger: With respect to any Distribution
Date and any Class of  Subordinate  Certificates  (other  than the Class  M-I-1,
Class M-II-1 or Class M-III-1  Certificates),  a test that shall be satisfied if
the fraction  (expressed  as a percentage)  equal to the sum of the  Certificate
Principal  Balances of such Class and each Class of Subordinate  Certificates in
the related  certificate group with a Lower Priority than such Class immediately
prior to such  Distribution  Date  divided  by the  aggregate  Stated  Principal
Balance of all of the  Mortgage  Loans in the related Loan Group (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to the sum of the related Initial  Subordinate Class Percentages of such Classes
of Subordinate Certificates.

        Principal  Prepayment:  Any payment of principal or other  recovery on a
Mortgage Loan,  including a recovery that takes the form of Liquidation Proceeds
or Insurance  Proceeds,  which is received in advance of its  scheduled Due Date
and is not  accompanied  by an  amount  as to  interest  representing  scheduled
interest  on such  payment  due on any  date or dates  in any  month  or  months
subsequent to the month of prepayment.

     Principal  Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.



                                              42

<PAGE>




        Program  Guide:  The  Residential  Funding  Seller  Guide  for  mortgage
collateral  sellers that participate in Residential  Funding's standard mortgage
programs,  and Residential  Funding's Servicing Guide and any other subservicing
arrangements which Residential Funding has arranged to accommodate the servicing
of the Mortgage Loans.

        Purchase  Price:  With  respect to any Mortgage  Loan (or REO  Property)
required to be or  otherwise  purchased  on any date  pursuant to Section  2.02,
2.03,  2.04 or  4.07,  an  amount  equal  to the sum of (i)  100% of the  Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances  and (ii) unpaid  accrued  interest at the Adjusted  Mortgage  Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified  Mortgage  Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal  Balance
thereof to the first day of the month  following  the month of purchase from the
Due Date to which interest was last paid by the Mortgagor.

        Qualified  Substitute  Mortgage  Loan: A Mortgage  Loan  substituted  by
Residential  Funding or the Depositor for a Deleted Mortgage Loan which must, on
the  date  of  such  substitution,  as  confirmed  in an  Officers'  Certificate
delivered to the  Trustee,  (i) have an  outstanding  principal  balance,  after
deduction of the  principal  portion of the monthly  payment due in the month of
substitution  (or in the case of a  substitution  of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding  principal balance,  after
such deduction),  not in excess of the Stated  Principal  Balance of the Deleted
Mortgage  Loan (the  amount of any  shortfall  to be  deposited  by  Residential
Funding,  in the Custodial  Account in the month of  substitution);  (ii) have a
Mortgage  Rate and a Net  Mortgage  Rate no lower  than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively,  of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of  substitution  no higher than that of the Deleted  Mortgage
Loan at the time of substitution;  (iv) have a remaining term to stated maturity
not  greater  than (and not more than one year less  than)  that of the  Deleted
Mortgage  Loan;  (v) comply with each  representation  and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement and (vi)
have a Pool Strip Rate equal to or  greater  than that of the  Deleted  Mortgage
Loan.

Notwithstanding  any other provisions  herein, (x) with respect to any Qualified
Substitute  Mortgage Loan  substituted  for a Deleted  Mortgage Loan which was a
Group I  Discount  Mortgage  Loan or  Group  II  Discount  Mortgage  Loan,  such
Qualified  Substitute  Mortgage  Loan  shall be deemed to be a Group I  Discount
Mortgage Loan or Group II Discount  Mortgage Loan,  respectively,  and to have a
Group I Discount Fraction or Group II Discount Fraction,  respectively, equal to
the related Discount  Fraction of the Deleted Mortgage Loan and (y) in the event
that  the  "Pool  Strip  Rate"  of any  Qualified  Substitute  Mortgage  Loan as
calculated  pursuant to the  definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan:

     (i)  the Pool Strip Rate of such Qualified  Substitute  Mortgage Loan shall
          be equal to the


                                              43

<PAGE>



               Pool Strip Rate of the related Deleted Mortgage Loan for purposes
               of  calculating   the   Pass-Through   Rate  on  the  Class  AV-I
               Certificates or Class AV-II Certificates, as applicable, and

        (ii)   the excess of the Pool Strip  Rate on such  Qualified  Substitute
               Mortgage Loan as calculated  pursuant to the  definition of "Pool
               Strip  Rate"  over the Pool  Strip  Rate on the  related  Deleted
               Mortgage  Loan shall be  payable  to the Class R-IV  Certificates
               pursuant to Section 4.02 hereof.

        Rating Agency:  Fitch or Moody's.  If either agency or a successor is no
longer in existence,  "Rating  Agency" shall be such  statistical  credit rating
agency, or other comparable Person, designated by the Depositor, notice of which
designation shall be given to the Trustee and the Master Servicer.

        Realized  Loss:  With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated  Principal  Balance of the Mortgage  Loan (or
REO Property) as of the date of Cash Liquidation or REO  Disposition,  plus (ii)
interest  (and REO Imputed  Interest,  if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash  Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding  during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds,  if any,  received during the month in which such Cash
Liquidation (or REO Disposition)  occurred,  to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage  Loan, net
of the portion  thereof  reimbursable  to the Master Servicer or any Subservicer
with respect to related  Advances or expenses as to which the Master Servicer or
Subservicer  is entitled  to  reimbursement  thereunder  but which have not been
previously  reimbursed.  With respect to each Mortgage Loan which is the subject
of a Servicing  Modification,  (a) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced,  and
(b) any such amount  with  respect to a Monthly  Payment  that was or would have
been due in the  month  immediately  following  the  month in which a  Principal
Prepayment or the Purchase  Price of such Mortgage Loan is received or is deemed
to have been  received.  With respect to each Mortgage Loan which has become the
subject of a Deficient  Valuation,  the difference between the principal balance
of the Mortgage Loan outstanding  immediately prior to such Deficient  Valuation
and the  principal  balance of the  Mortgage  Loan as  reduced by the  Deficient
Valuation.  With respect to each  Mortgage Loan which has become the object of a
Debt   Service   Reduction,   the  amount  of  such  Debt   Service   Reduction.
Notwithstanding  the above,  neither a Deficient  Valuation  nor a Debt  Service
Reduction  shall be  deemed a  Realized  Loss  hereunder  so long as the  Master
Servicer  has  notified  the  Trustee in writing  that the  Master  Servicer  is
diligently  pursuing  any  remedies  that  may  exist  in  connection  with  the
representations  and  warranties  made  regarding the related  Mortgage Loan and
either (A) the related  Mortgage  Loan is not in default with regard to payments
due  thereunder or (B)  delinquent  payments of principal and interest under the
related  Mortgage  Loan  and  any  premiums  on any  applicable  primary  hazard
insurance  policy and any related  escrow  payments in respect of such  Mortgage
Loan


                                              44

<PAGE>



are being  advanced on a current basis by the Master  Servicer or a Subservicer,
in either case without giving effect to any Debt Service Reduction.

        Record  Date:  With  respect  to each  Distribution  Date,  the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.

     Regular Interest: Any one of the REMIC regular interests in the Trust Fund.

     Relief  Act:  The  Soldiers'  and  Sailors'  Civil  Relief Act of 1940,  as
amended.

     REMIC: A "real estate  mortgage  investment  conduit" within the meaning of
Section 860D of the Code.

        REMIC  Administrator:  Residential Funding  Corporation.  If Residential
Funding  Corporation is found by a court of competent  jurisdiction to no longer
be able to fulfill its obligations as REMIC  Administrator  under this Agreement
the  Master  Servicer  or  Trustee  acting as Master  Servicer  shall  appoint a
successor REMIC Administrator,  subject to assumption of the REMIC Administrator
obligations under this Agreement.

        REMIC I: The segregated  pool of assets subject  hereto,  constituting a
portion of the primary trust created  hereby and to be  administered  hereunder,
with respect to which a separate  REMIC  election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of:

               (i)    the Group I Mortgage Loans and the related Mortgage Files;

               (ii) all  payments on and  collections  in respect of the Group I
        Mortgage  Loans due after the Cut-off Date (other than Monthly  Payments
        due in December 2002) as shall be on deposit in the Custodial Account or
        in the  Certificate  Account and  identified  as  belonging to the Trust
        Fund;

               (iii)  property  which  secured a Group I Mortgage Loan and which
        has  been  acquired  for  the  benefit  of  the   Certificateholders  by
        foreclosure or deed in lieu of foreclosure;

               (iv) the hazard insurance  policies and Primary  Insurance Policy
          pertaining to the Group I Mortgage Loans, if any; and

               (v)    all proceeds of clauses (i) through (iv) above.

        REMIC I Regular  Interests:  REMIC I Regular  Interest  LT-IA1,  REMIC I
Regular  Interest  LT-IA2,  REMIC I Regular Interest LT-I-AV and REMIC I Regular
Interest LT-I-AP.

     REMIC I Regular Interest LT-IA1: A regular interest in REMIC I that is held
as an asset of


                                              45

<PAGE>



REMIC  IV,  that  has  an  initial   principal  balance  equal  to  the  related
Uncertificated   Principal   Balance,   that  bears   interest  at  the  related
Uncertificated  REMIC I Pass-Through  Rate, and that has such other terms as are
described herein.

        REMIC I Regular  Interest  LT-IA2: A regular interest in REMIC I that is
held as an asset of REMIC IV, that has an initial principal balance equal to the
related  Uncertificated  Principal  Balance,  that bears interest at the related
Uncertificated  REMIC I Pass-Through  Rate, and that has such other terms as are
described herein.

        REMIC I Regular Interest LT-I-AV:  A regular interest in REMIC I that is
held as an  asset  of  REMIC  IV,  that has an  initial  notional  amount  equal
to$209,389,729.32,  that bears  interest at the related  Uncertificated  REMIC I
Pass-Through Rate, and that has such other terms as are described herein.

        REMIC I Regular Interest LT-I-AP:  A regular interest in REMIC I that is
held as an asset of REMIC IV, that has an initial principal balance equal to the
related  Uncertificated  Principal Balance, and that has such other terms as are
described herein.

        REMIC II: The segregated pool of assets subject  hereto,  constituting a
portion of the primary trust created  hereby and to be  administered  hereunder,
with respect to which a separate  REMIC  election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of:

               (i)  the Group II Mortgage Loans and the related Mortgage Files;

               (ii) all payments on and  collections  in respect of the Group II
        Mortgage  Loans due after the Cut-off Date (other than Monthly  Payments
        due in December 2002) as shall be on deposit in the Custodial Account or
        in the  Certificate  Account and  identified  as  belonging to the Trust
        Fund;

               (iii)  property  which secured a Group II Mortgage Loan and which
        has  been  acquired  for  the  benefit  of  the   Certificateholders  by
        foreclosure or deed in lieu of foreclosure;

               (iv) the hazard insurance  policies and Primary  Insurance Policy
          pertaining to the Group II Mortgage Loans, if any; and

               (v) all proceeds of clauses (i) through (iv) above.

        REMIC II Regular  Interests:  REMIC II Regular Interest LT-II,  REMIC II
Regular Interest LT-II-AV and REMIC II Regular Interest LT-II-AP.

        REMIC II Regular  Interest LT-II: A regular interest in REMIC II that is
held as an asset of REMIC IV, that has an initial principal balance equal to the
related Uncertificated Principal Balance,


                                              46

<PAGE>



that bears interest at the related  Uncertificated  REMIC II Pass-Through  Rate,
and that has such other terms as are described herein.

        REMIC II Regular Interest LT-II-AV:  A regular interest in REMIC II that
is held as an asset of REMIC IV, that has an initial  notional  amount  equal to
$43,784,073.03,  that bears  interest  at the  related  Uncertificated  REMIC II
Pass-Through Rate, and that has such other terms as are described herein.

        REMIC II Regular Interest LT-II-AP:  A regular interest in REMIC II that
is held as an asset of REMIC IV, that has an initial  principal balance equal to
the related  Uncertificated  Principal Balance, and that has such other terms as
are described herein.

        REMIC III: The segregated pool of assets subject hereto,  constituting a
portion of the primary trust created  hereby and to be  administered  hereunder,
with respect to which a separate  REMIC  election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of:

               (i) the Group III Mortgage Loans and the related Mortgage Files;

               (ii) all payments on and  collections in respect of the Group III
        Mortgage  Loans due after the Cut-off Date (other than Monthly  Payments
        due in December 2002) as shall be on deposit in the Custodial Account or
        in the  Certificate  Account and  identified  as  belonging to the Trust
        Fund,   including  the  proceeds  from  the  liquidation  of  Additional
        Collateral for any Additional Collateral Loan;

               (iii)  property which secured a Group III Mortgage Loan and which
        has  been  acquired  for  the  benefit  of  the   Certificateholders  by
        foreclosure or deed in lieu of foreclosure;

               (iv) the hazard insurance  policies and Primary  Insurance Policy
        pertaining to the Group III Mortgage  Loans, if any, and the interest in
        the Surety Bond transferred to the Trustee pursuant to Section 2.01; and

               (v)    all proceeds of clauses (i) through (iv) above.

        REMIC III Regular  Interest LT-III: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial  principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.

        REMIC IV: The segregated pool of assets subject  hereto,  constituting a
portion of the primary trust created  hereby and to be  administered  hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC I Regular  Interests,  the REMIC II  Regular  Interests  and the REMIC III
Regular Interests.


                                              47

<PAGE>



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

        REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the  Certificateholders  of any REO Property pursuant
to Section 3.14.

        REO Disposition:  As to any REO Property,  a determination by the Master
Servicer that it has received substantially all Insurance Proceeds,  Liquidation
Proceeds,  REO Proceeds and other payments and recoveries (including proceeds of
a final sale) which the Master Servicer  expects to be finally  recoverable from
the sale or other disposition of the REO Property.

        REO Imputed Interest: As to any REO Property,  for any period, an amount
equivalent to interest (at a rate equal to the sum of the Net Mortgage Rate that
would have been applicable to the related Mortgage Loan had it been outstanding)
on the  unpaid  principal  balance  of the  Mortgage  Loan  as of  the  date  of
acquisition thereof for such period.

        REO Proceeds:  Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged  Property  or,  with  respect  to  a  Cooperative  Loan,  the  related
Cooperative  Apartment)  which  proceeds are  required to be deposited  into the
Custodial Account only upon the related REO Disposition.

        REO  Property:  A Mortgaged  Property  acquired  by the Master  Servicer
through  foreclosure  or  deed  in  lieu of  foreclosure  in  connection  with a
defaulted Mortgage Loan.

        Repurchase Event: As defined in the Assignment Agreement.

        Request  for  Release:  A request  for  release,  the forms of which are
attached as Exhibit G hereto,  or an electronic  request in a form acceptable to
the Custodian.

        Required  Insurance  Policy:  With  respect to any  Mortgage  Loan,  any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.

        Required Surety Payment:  With respect to any Additional Collateral Loan
that has  been  liquidated,  the  lesser  of (i) the  principal  portion  of the
Realized Loss with respect to such Mortgage Loan and (ii) the excess, if any, of
(a) the amount of Additional  Collateral required at origination with respect to
such Mortgage Loan over (b) the net proceeds  realized by the  Subservicer  from
the related Additional Collateral.



                                              48

<PAGE>



     Residential   Funding:   Residential   Funding   Corporation,   a  Delaware
corporation,  in its capacity as seller of the Mortgage  Loans to the  Depositor
and any successor thereto.

        Responsible Officer:  When used with respect to the Trustee, any officer
of the  Corporate  Trust  Department  of the Trustee,  including any Senior Vice
President,  any Vice  President,  any Assistant  Vice  President,  any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily  performing  functions similar to those performed by any
of the above designated  officers to whom, with respect to a particular  matter,
such matter is referred.

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

        Seller's  Agreement:  An  agreement  for  the  origination  and  sale of
Mortgage  Loans  generally  in the form of the Seller  Contract  referred  to or
contained in the Program  Guide,  or in such other form as has been  approved by
the Master  Servicer and the  Depositor,  each  containing  representations  and
warranties in respect of one or more Mortgage  Loans  consistent in all material
respects with those set forth in the Program Guide.

     Senior Accelerated Distribution Percentage:  The Group I Senior Accelerated
Distribution Percentage,  Group II Senior Accelerated Distribution Percentage or
Group III Senior Accelerated Distribution Percentage.

        Senior Certificates: Any one of the Class A or Class R Certificates.

     Senior  Interest   Distribution   Amount:   The  Group  I  Senior  Interest
Distribution Amount,  Group II Senior Interest  Distribution Amount or Group III
Senior Interest Distribution Amount.

     Senior  Percentage:  The  Group  I  Senior  Percentage,   Group  II  Senior
Percentage or Group III Senior Percentage.

     Senior  Principal   Distribution  Amount:  The  Group  I  Senior  Principal
Distribution Amount, Group II Senior Principal  Distribution Amount or Group III
Senior Principal Distribution Amount.

     Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.

        Servicing  Advances:  All  customary,  reasonable  and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other  unanticipated  event by the Master  Servicer  in the  performance  of its
servicing  obligations,  including,  but not  limited  to,  the  cost of (i) the
preservation,  restoration  and  protection  of a  Mortgaged  Property  or, with
respect to a  Cooperative  Loan,  the related  Cooperative  Apartment,  (ii) any
enforcement  or judicial  proceedings,  including  foreclosures,  including  any
expenses  incurred  in  relation  to any such  proceedings  that result from the
Mortgage Loan being registered on the MERS(R) System, (iii) the management and


                                              49

<PAGE>



liquidation of any REO Property and (iv) compliance  with the obligations  under
Sections 3.01, 3.08, 3.12(a) and 3.14, including,  if the Master Servicer or any
Affiliate  of the Master  Servicer  provides  services  such as  appraisals  and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.

        Servicing Fee: With respect to any Mortgage Loan and Distribution  Date,
the fee payable  monthly to the Master  Servicer in respect of master  servicing
compensation  that  accrues at an annual  rate equal to the  Servicing  Fee Rate
multiplied  by the  Stated  Principal  Balance of such  Mortgage  Loan as of the
related  Due Date in the related  Due  Period,  as may be  adjusted  pursuant to
Section 3.16(e).

        Servicing Fee Rate:  The per annum rate  designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE," as may be adjusted  with  respect to  successor
Master Servicers as provided in Section 7.02.

        Servicing  Modification:  Any  reduction of the interest  rate on or the
outstanding  principal  balance of a Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably foreseeable pursuant to a
modification of such Mortgage Loan in accordance with Section 3.07(a).

        Servicing  Officer:  Any officer of the Master Servicer  involved in, or
responsible  for, the  administration  and servicing of the Mortgage Loans whose
name and specimen  signature appear on a list of servicing officers furnished to
the  Trustee  by the  Master  Servicer,  as such  list may from  time to time be
amended.

     Special Hazard Amount: The Group I Special Hazard Amount,  Group II Special
Hazard Amount or Group III Special Hazard Amount.

        Special  Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement  of a Mortgaged  Property (or, with respect to a
Cooperative Loan, the related Cooperative  Apartment) suffered by such Mortgaged
Property  (or  Cooperative  Apartment)  on  account  of  direct  physical  loss,
exclusive  of (i) any  loss of a type  covered  by a  hazard  policy  or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant  to Section  3.12(a),  except to the extent of the portion of such loss
not covered as a result of any coinsurance  provision and (ii) any Extraordinary
Loss.

     Standard  &  Poor's:  Standard  & Poor's,  a  division  of The  McGraw-Hill
Companies, or its successor in interest.

        Startup Date: The day designated as such pursuant to Article X hereof.

     Stated Principal Balance:  With respect to any Mortgage Loan or related REO
Property,  at any given time,  (i) the  Cut-off  Date  Principal  Balance of the
Mortgage Loan, minus (ii) the sum of


                                              50

<PAGE>



(a) the  principal  portion of the  Monthly  Payments  due with  respect to such
Mortgage  Loan or REO Property  during each Due Period  ending prior to the most
recent Distribution Date which were received or with respect to which an Advance
was made, and (b) all Principal  Prepayments  with respect to such Mortgage Loan
or REO  Property,  and all  Insurance  Proceeds,  Liquidation  Proceeds  and REO
Proceeds,  to the  extent  applied  by the  Master  Servicer  as  recoveries  of
principal in accordance  with Section 3.14 with respect to such Mortgage Loan or
REO Property,  in each case which were  distributed  pursuant to Section 4.02 on
any  previous  Distribution  Date,  and  (c)  any  Realized  Loss  allocated  to
Certificateholders with respect thereto for any previous Distribution Date.

        Subordinate Certificate:  Any one of the Class M Certificates or Class B
Certificates,  executed  by the  Trustee and  authenticated  by the  Certificate
Registrar  substantially  in the form annexed hereto as Exhibit B and Exhibit C,
respectively.

        Subordinate  Percentage:  As of any  Distribution  Date,  as  determined
separately for each Loan Group,  100% minus the related Senior  Percentage as of
such Distribution Date.

     Subordinate   Principal   Distribution  Amount:  The  Group  I  Subordinate
Principal  Distribution  Amount,  Group II  Subordinate  Principal  Distribution
Amount or Group III Subordinate Principal Distribution Amount.

     Subordination:  The  provisions  described in Section 4.05  relating to the
allocation of Realized Losses.

     Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.

        Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the  qualification  of a  Subservicer  as of the
date of its approval as a Subservicer by the Master Servicer.

        Subservicer  Advance:  Any  delinquent   installment  of  principal  and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.

     Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.

        Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as  provided  in  Section  3.02,  generally  in the  form of the  servicer
contract  referred to or contained in the Program Guide or in such other form as
has been  approved by the Master  Servicer  and the  Depositor.  With respect to
Additional  Collateral  Loans  subserviced by MLCC, the  Subservicing  Agreement
shall also


                                              51

<PAGE>



include the Addendum and  Assignment  Agreement and the Pledged  Asset  Mortgage
Servicing Agreement.

        Subservicing  Fee: As to any Mortgage Loan,  the fee payable  monthly to
the related  Subservicer (or, in the case of a Nonsubserviced  Mortgage Loan, to
the Master  Servicer) in respect of  subservicing  and other  compensation  that
accrues with respect to each  Distribution  Date at an annual rate designated as
"SUBSERV FEE" in Exhibit F.

        Surety:  Ambac Assurance Corporation, or its successors in interest.

        Surety Bond:  The Limited  Purpose  Surety Bond  (Policy No.  AB0039BE),
dated February 28, 1996 in respect to Mortgage Loans  originated by MLCC, or the
Surety Bond (Policy No.  AB0240BE),  dated March 17, 1999 in respect to Mortgage
Loans  originated by Novus Financial  Corporation,  in each case issued by Ambac
for the benefit of certain beneficiaries,  including the Trustee for the benefit
of the Holders of the Certificates, but only to the extent that such Surety Bond
covers any Additional Collateral Loans.

        Tax Returns:  The federal income tax return on Internal  Revenue Service
Form 1066,  U.S.  Real Estate  Mortgage  Investment  Conduit  Income Tax Return,
including  Schedule Q thereto,  Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on  behalf  of  REMIC  I,  REMIC  II,  REMIC  III  and  REMIC  IV due  to  their
classification as REMICs under the REMIC  Provisions,  together with any and all
other  information,  reports or returns  that may be required to be furnished to
the  Certificateholders  or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal,  state
or local tax laws.

     Transfer: Any direct or indirect transfer,  sale, pledge,  hypothecation or
other form of assignment of any Ownership Interest in a Certificate.

     Transferee:  Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.

     Transferor:  Any Person  who is  disposing  by  Transfer  of any  Ownership
Interest in a Certificate.

     Trust Fund:  Collectively,  the assets of REMIC I, REMIC II,  REMIC III and
REMIC IV.

        Uniform Single  Attestation  Program for Mortgage  Bankers:  The Uniform
Single  Attestation  Program for Mortgage Bankers,  as published by the Mortgage
Bankers  Association  of America and  effective  with respect to fiscal  periods
ending on or after December 15, 1995.

        Uncertificated  Accrued  Interest:  With  respect to any REMIC I Regular
Interest,  REMIC II  Regular  Interest  or REMIC III  Regular  Interest  for any
Distribution  Date,  except for REMIC I Regular  Interest  LT-I-AP  and REMIC II
Regular Interest LT-II-AP, one month's interest at the


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<PAGE>



related Uncertificated  Pass-Through Rate for such Distribution Date, accrued on
the  Uncertificated  Principal  Balance or  Uncertificated  Notional Amount,  as
applicable,  immediately prior to such Distribution Date. Uncertificated Accrued
Interest for the Uncertificated Regular Interests shall accrue on the basis of a
360-day year consisting of twelve 30-day months. For purposes of calculating the
amount of Uncertificated  Accrued Interest for the REMIC I Regular Interests for
any  Distribution  Date, any Prepayment  Interest  Shortfalls (to the extent not
covered by Compensating Interest) relating to the Group I Mortgage Loans for any
Distribution  Date shall be allocated first to REMIC I Regular  Interests LT-IA1
and LT-IA2,  and then to REMIC I Regular Interest  LT-I-AV,  in each case to the
extent of one month's interest at the then applicable respective  Uncertificated
REMIC I Pass-Through Rate on the respective  Uncertificated Principal Balance of
each such Uncertificated  REMIC I Regular Interest.  For purposes of calculating
the amount of Uncertificated Accrued Interest for the REMIC II Regular Interests
for any Distribution Date, any Prepayment Interest Shortfalls (to the extent not
covered by  Compensating  Interest)  relating to the Group II Mortgage Loans for
any Distribution  Date shall be allocated first to REMIC II Regular Interest LT-
II, and then to REMIC II Regular Interest  LT-II-AV,  in each case to the extent
of one month's interest at the then applicable  respective  Uncertificated REMIC
II Pass-Through Rate on the respective  Uncertificated Principal Balance of each
such Uncertificated REMIC II Regular Interest.

        For  purposes  of  calculating  the  amount  of  Uncertificated  Accrued
Interest for the REMIC III Regular  Interests  for any  Distribution  Date,  any
Prepayment  Interest  Shortfalls  (to the  extent not  covered  by  Compensating
Interest)  relating to the Group III Mortgage  Loans for any  Distribution  Date
shall be allocated to REMIC III Regular  Interest  LT-III,  to the extent of one
month's  interest at the then  applicable  respective  Uncertificated  REMIC III
Pass-Through Rate on the Uncertificated Principal Balance of such Uncertificated
REMIC III Regular Interest.

        Uncertificated Notional Amount: With respect to REMIC I Regular Interest
LT-I-AV and REMIC II Regular Interest  LT-II-AV,  the aggregate Stated Principal
Balance of the Group I Mortgage Loans and Group II Mortgage Loans, respectively,
as of the day immediately  preceding such Distribution Date (or, with respect to
the initial Distribution Date, at the close of business on the Cut-off Date).

        Uncertificated   Pass-Through   Rate:   The   Uncertificated   REMIC  I,
Uncertificated REMIC II or Uncertificated REMIC III Pass-Through Rate.

        Uncertificated  Principal  Balance:  The principal amount of any REMIC I
Regular  Interest,  REMIC II  Regular  Interest  or REMIC III  Regular  Interest
outstanding  as of any  date  of  determination.  The  Uncertificated  Principal
Balance of each REMIC I Regular Interest, REMIC II Regular Interest or REMIC III
Regular Interest shall never be less than zero.

        Uncertificated  REMIC I LT-I-AV  Notional  Amount:  With respect to each
Uncertificated  REMIC  I  LT-I-AV  Regular  Interest,  an  amount  equal  to the
aggregate Stated Principal Balance of the related Group I Non-Discount  Mortgage
Loans.



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<PAGE>



        Uncertificated  REMIC II LT-II-AV Notional Amount:  With respect to each
Uncertificated  REMIC II  LT-II-AV  Regular  Interest,  an  amount  equal to the
aggregate Stated Principal Balance of the related Group II Non-Discount Mortgage
Loans.

        Uncertificated   REMIC  I  Pass-Through   Rate:   With  respect  to  any
Distribution Date, a per annum rate equal to 5.50%.

        Uncertificated   REMIC  II  Pass-Through   Rate:  With  respect  to  any
Distribution Date, a per annum rate equal to 6.00%.

        Uncertificated   REMIC  III  Pass-Through  Rate:  With  respect  to  any
Distribution  Date, a per annum rate equal to the Weighted  Average Net Mortgage
Rate on the Group III Mortgage Loans.

     Uncertificated Regular Interests:  The REMIC I Regular Interests,  REMIC II
Regular Interests and REMIC III Regular Interests.

        Uninsured  Cause:  Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.

        United  States  Person:  A citizen or resident of the United  States,  a
corporation,   partnership  or  other  entity   (treated  as  a  corporation  or
partnership for United States federal income tax purposes)  created or organized
in, or under the laws of, the United States, any state thereof,  or the District
of  Columbia  (except in the case of a  partnership,  to the extent  provided in
Treasury  regulations) provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates,  no partnership or other entity treated as
a partnership  for United States federal income tax purposes shall be treated as
a  United  States  Person  unless  all  persons  that  own an  interest  in such
partnership  either directly or through any entity that is not a corporation for
United  States  federal  income tax  purposes  are  required  by the  applicable
operative  agreement to be United States Persons, or an estate that is described
in Section  7701(a)(30)(D)  of the Code, or a trust that is described in Section
7701(a)(30)(E) of the Code.

        VA: The Veterans Administration, or its successor.

        Voting  Rights:  The  portion  of  the  voting  rights  of  all  of  the
Certificates which is allocated to any Certificate.  95.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates  (other than
the Class A-I-3, Class AV-I and Class AV-II Certificates),  Class M Certificates
and Class B Certificates, in proportion to the outstanding Certificate Principal
Balances of their respective Certificates;  1% of all of the Voting Rights shall
be allocated among the Holders of the Class A-I-3 Certificates; 1% of all of the
Voting  Rights  shall  be  allocated   among  the  Holders  of  the  Class  AV-I
Certificates;  1% of all of the  Voting  Rights  shall be  allocated  among  the
Holders of the Class AV-II Certificates; 0.50%, 0.50%, 0.50% and 0.50% of all of
the Voting Rights shall be allocated  among the Holders of the Class R-I,  Class
R-II, Class R-III and Class R-IV Certificates,  respectively; in each case to be
allocated among the Certificates of such Class in accordance with


                                              54

<PAGE>



their respective Percentage Interest.

        Weighted  Average  Net  Mortgage  Rate:  A per annum  rate  equal to the
weighted average of the Net Mortgage Rates (or, if applicable,  the Modified Net
Mortgage  Rates) on the related  Mortgage  Loans using the Net Mortgage Rates in
effect for the Monthly  Payments due on such  Mortgage  Loans during the related
Due Period,  weighted on the basis of the respective  Stated Principal  Balances
thereof for such Distribution Date.




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<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

        Section  2.01 Conveyance of Mortgage Loans.

        (a) The Depositor,  concurrently with the execution and delivery hereof,
does hereby assign to the Trustee  without  recourse,  all the right,  title and
interest  of the  Depositor  in and to (i) the  Mortgage  Loans,  including  all
interest and principal  received on or with respect to the Mortgage  Loans after
the Cut-off  Date (other than  payments of  principal  and  interest  due on the
Mortgage  Loans in the month of  December  2002);  and (ii) all  proceeds of the
foregoing.

        (b) In connection with such assignment,  and contemporaneously  with the
delivery of this Agreement,  except as set forth in Section  2.01(c) below,  the
Depositor does hereby deliver to, and deposit with, the Trustee,  or to and with
one or more Custodians, as the duly appointed agent or agents of the Trustee for
such  purpose,  the following  documents or  instruments  (or copies  thereof as
permitted by this Section) with respect to each Mortgage Loan so assigned:

        (I)  with  respect  to each  Mortgage  Loan so  assigned  (other  than a
Cooperative Loan):

               (i) The original Mortgage Note,  endorsed without recourse to the
        order of the Trustee and showing an unbroken chain of endorsements  from
        the  originator  thereof to the Person  endorsing it to the Trustee,  or
        with  respect to any  Destroyed  Mortgage  Note,  an original  lost note
        affidavit from the related Seller or  Residential  Funding  stating that
        the original  Mortgage Note was lost,  misplaced or destroyed,  together
        with a copy of the related Mortgage Note;

               (ii) The original Mortgage, noting the presence of the MIN of the
        Mortgage  Loan and language  indicating  that the Mortgage Loan is a MOM
        Loan if the  Mortgage  Loan is a MOM Loan,  with  evidence of  recording
        thereon or, if the original  Mortgage has not yet been returned from the
        public recording  office, a copy of the original  Mortgage with evidence
        of recording indicated thereon;

               (iii)  Unless the  Mortgage  Loan is  registered  on the  MERS(R)
        System,  the  assignment  (which may be included in one or more  blanket
        assignments  if  permitted  by  applicable  law) of the  Mortgage to the
        Trustee with evidence of recording  indicated  thereon or a copy of such
        assignment with evidence of recording indicated thereon;

               (iv) The  original  recorded  assignment  or  assignments  of the
        Mortgage  showing an unbroken  chain of title from the originator to the
        Person  assigning it to the Trustee (or to MERS, if the Mortgage Loan is
        registered on the MERS(R)  System and noting the presence of a MIN) with
        evidence of recordation noted thereon or attached thereto,  or a copy of
        such


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<PAGE>



          assignment or  assignments  of the Mortgage with evidence of recording
          indicated thereon; and

               (v) The original of each  modification,  assumption  agreement or
        preferred loan agreement,  if any,  relating to such Mortgage Loan, or a
        copy  of each  modification,  assumption  agreement  or  preferred  loan
        agreement; and

        (II) with respect to each Cooperative Loan so assigned:

               (i) The original Mortgage Note,  endorsed without recourse to the
        order of the Trustee and showing an unbroken chain of endorsements  from
        the  originator  thereof to the Person  endorsing it to the Trustee,  or
        with  respect to any  Destroyed  Mortgage  Note,  an original  lost note
        affidavit from the related Seller or  Residential  Funding  stating that
        the original  Mortgage Note was lost,  misplaced or destroyed,  together
        with a copy of the related Mortgage Note;

               (ii) A counterpart of the Cooperative Lease and the Assignment of
        Proprietary  Lease  to the  originator  of  the  Cooperative  Loan  with
        intervening  assignments  showing an  unbroken  chain of title from such
        originator to the Trustee;

               (iii) The related Cooperative Stock Certificate, representing the
        related Cooperative Stock pledged with respect to such Cooperative Loan,
        together  with an  undated  stock  power (or other  similar  instrument)
        executed in blank;

               (iv) The original recognition agreement by the Cooperative of the
          interests of the  mortgagee  with  respect to the related  Cooperative
          Loan;

               (v)    The Security Agreement;

               (vi) Copies of the original UCC-1  financing  statement,  and any
        continuation  statements,  filed by the  originator of such  Cooperative
        Loan  as  secured  party,  each  with  evidence  of  recording  thereof,
        evidencing the interest of the originator  under the Security  Agreement
        and the Assignment of Proprietary Lease;

               (vii)  Copies  of the filed  UCC-3  assignments  of the  security
        interest  referenced in clause (vi) above  showing an unbroken  chain of
        title  from  the  originator  to the  Trustee,  each  with  evidence  of
        recording  thereof,  evidencing the interest of the originator under the
        Security Agreement and the Assignment of Proprietary Lease;

               (viii) An executed  assignment of the interest of the  originator
        in the  Security  Agreement,  Assignment  of  Proprietary  Lease and the
        recognition  agreement  referenced  in clause  (iv)  above,  showing  an
        unbroken chain of title from the originator to the Trustee;



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<PAGE>



               (ix) The original of each modification,  assumption  agreement or
        preferred loan agreement, if any, relating to such Cooperative Loan; and

               (x)  A  duly  completed   UCC-1   financing   statement   showing
        Residential  Funding as  debtor,  the  Company as secured  party and the
        Trustee as  assignee  and a duly  completed  UCC-1  financing  statement
        showing the Company as debtor and the Trustee as secured party,  each in
        a form sufficient for filing, evidencing the interest of such debtors in
        the Cooperative Loans.

        (c) The Depositor  may, in lieu of delivering the documents set forth in
Section  2.01(b)(I)(ii),  (iii),  (iv) and (v) and  Section  (b)(II)(ii),  (iv),
(vii), (ix) and (x) to the Trustee or the Custodian or Custodians,  deliver such
documents  to the  Master  Servicer,  and the  Master  Servicer  shall hold such
documents  in  trust  for  the  use  and  benefit  of  all  present  and  future
Certificateholders until such time as is set forth below. Within thirty Business
Days  following  the  earlier of (i) the  receipt of the  original of all of the
documents or instruments set forth in Section  2.01(b)(I)(ii),  (iii),  (iv) and
(v) and Section  (b)(II)(ii),  (iv),  (vii),  (ix) and (x) (or copies thereof as
permitted by such Section) for any Mortgage  Loan and (ii) a written  request by
the  Trustee  to  deliver  those  documents  with  respect  to any or all of the
Mortgage Loans then being held by the Master Servicer, the Master Servicer shall
deliver a complete  set of such  documents  to the Trustee or the  Custodian  or
Custodians  that are the duly appointed  agent or agents of the Trustee.  On the
Closing Date, the Master Servicer shall certify that it has in its possession an
original or copy of each of the documents referred to in Section 2.01(b)(I)(ii),
(iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) which has
been delivered to it by the Depositor.

        (d) In  connection  with any  Mortgage  Loan,  if the  Depositor  cannot
deliver the Mortgage,  any  assignment,  modification,  assumption  agreement or
preferred loan agreement (or copy thereof as permitted by Section  2.01(b)) with
evidence of recording  thereon  concurrently  with the execution and delivery of
this  Agreement  because of (i) a delay  caused by the public  recording  office
where such Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the  receipt of certain  information  necessary  to prepare the related
assignments, the Depositor shall deliver or cause to be delivered to the Trustee
or the respective Custodian a copy of such Mortgage,  assignment,  modification,
assumption agreement or preferred loan agreement.

        The Depositor  shall  promptly  cause to be recorded in the  appropriate
public office for real  property  records the  Assignment  referred to in clause
(I)(iii)  of Section  2.01(b),  except (a) in states  where,  in the  opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's  interests in the Mortgage Loan or (b) if MERS
is  identified  on the  Mortgage  or on a properly  recorded  assignment  of the
Mortgage as the  mortgagee of record solely as nominee for  Residential  Funding
and its  successors  and assigns,  and shall promptly cause to be filed the Form
UCC-3 assignment and UCC-1 financing  statement  referred to in clause (II)(vii)
and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form
UCC-1, as applicable, is lost or returned unrecorded to the Depositor because of
any defect therein, the


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<PAGE>



Depositor  shall prepare a substitute  Assignment,  Form UCC-3 or Form UCC-1, as
applicable,  or cure such defect,  as the case may be, and cause such Assignment
to be recorded in accordance with this  paragraph.  The Depositor shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage  or  assignment,  Form UCC-3 or Form  UCC-1,  as  applicable,  (or copy
thereof as permitted by Section  2.01(b)) with  evidence of recording  indicated
thereon  upon  receipt  thereof  from the  public  recording  office or from the
related Subservicer.  In connection with its servicing of Cooperative Loans, the
Master Servicer will use its best efforts to file timely continuation statements
with regard to each financing  statement and assignment  relating to Cooperative
Loans as to which the related  Cooperative  Apartment is located  outside of the
State of New York.

        If the Depositor  delivers to the Trustee or Custodian any Mortgage Note
or Assignment  of Mortgage in blank,  the  Depositor  shall,  or shall cause the
Custodian to,  complete the  endorsement of the Mortgage Note and the Assignment
of  Mortgage  in the  name  of the  Trustee  in  conjunction  with  the  Interim
Certification issued by the Custodian, as contemplated by Section 2.02.

        In connection with the assignment of any Mortgage Loan registered on the
MERS(R)  System,  the  Depositor  further  agrees  that  it will  cause,  at the
Depositor's  own  expense,  within 30 days after the Closing  Date,  the MERS(R)
System to indicate that such Mortgage  Loans have been assigned by the Depositor
to the  Trustee  in  accordance  with  this  Agreement  for the  benefit  of the
Certificateholders  by including  (or  deleting,  in the case of Mortgage  Loans
which are  repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection  with such Mortgage  Loans.  The Depositor  further agrees that it
will not, and will not permit the Master  Servicer  to, and the Master  Servicer
agrees  that it will not,  alter the codes  referenced  in this  paragraph  with
respect to any Mortgage Loan during the term of this Agreement  unless and until
such  Mortgage  Loan  is  repurchased  in  accordance  with  the  terms  of this
Agreement.

        (e) It is intended that the  conveyances by the Depositor to the Trustee
of the  Mortgage  Loans as provided  for in this  Section 2.01 be construed as a
sale by the  Depositor to the Trustee of the  Mortgage  Loans for the benefit of
the Certificateholders.  Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage  Loans by the  Depositor to the Trustee to
secure a debt or other obligation of the Depositor.  However,  in the event that
the Mortgage  Loans are held to be property of the  Depositor or of  Residential
Funding,  or if for any  reason  this  Agreement  is held or  deemed to create a
security  interest in the  Mortgage  Loans,  then it is  intended  that (a) this
Agreement shall also be deemed to be a security  agreement within the meaning of
Articles  8 and 9 of the New  York  Uniform  Commercial  Code  and  the  Uniform
Commercial  Code of any  other  applicable  jurisdiction;  (b)  the  conveyances
provided  for in this  Section  2.01  shall be  deemed  to be (1) a grant by the
Depositor to the Trustee of a security  interest in all of the Depositor's right
(including the power to convey title thereto),  title and interest,  whether now
owned or hereafter  acquired,  in and to (A) the Mortgage  Loans,  including (i)
with respect to each  Cooperative  Loan,  the related  Mortgage  Note,  Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock


                                              59

<PAGE>



Certificate and Cooperative Lease, (ii) with respect to each Mortgage Loan other
than a Cooperative Loan, the related Mortgage Note and Mortgage, (B) all amounts
payable  pursuant to the Mortgage Loans in accordance with the terms thereof and
(C) any and all general  intangibles  consisting of, arising from or relating to
any  of  the  foregoing,  and  all  proceeds  of the  conversion,  voluntary  or
involuntary,  of the  foregoing  into  cash,  instruments,  securities  or other
property,  including  without  limitation  all amounts from time to time held or
invested in the  Certificate  Account or the Custodial  Account,  whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the  Depositor  to the  Trustee  of any  security  interest  in any  and  all of
Residential Funding's right (including the power to convey title thereto), title
and interest,  whether now owned or hereafter  acquired,  in and to the property
described in the foregoing  clauses  (1)(A),  (B) and (C) granted by Residential
Funding  to  the  Depositor  pursuant  to  the  Assignment  Agreement;  (c)  the
possession  by the Trustee,  the  Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable  documents or chattel paper shall be deemed to be  "possession by the
secured  party," or  possession  by a purchaser or a person  designated  by such
secured party, for purposes of perfecting the security  interest pursuant to the
Uniform Commercial Code as in effect in the States of New York and Minnesota and
any other applicable jurisdiction; and (d) notifications to persons holding such
property,  and  acknowledgments,  receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries,  bailees or agents (as applicable)
of the  Trustee for the  purpose of  perfecting  such  security  interest  under
applicable law.

        The Depositor and, at the Depositor's direction, Residential Funding and
the Trustee  shall,  to the extent  consistent  with this  Agreement,  take such
reasonable  actions as may be necessary to ensure that, if this  Agreement  were
deemed  to  create a  security  interest  in the  Mortgage  Loans  and the other
property  described  above,  such  security  interest  would be  deemed  to be a
perfected  security  interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement.  Without  limiting the
generality  of the  foregoing,  the  Depositor  shall prepare and deliver to the
Trustee  not less than 15 days prior to any filing date and,  the Trustee  shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the  Depositor,  all filings  necessary  to maintain  the  effectiveness  of any
original filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction  to  perfect  the  Trustee's  security  interest  in or lien on the
Mortgage  Loans as  evidenced  by an  Officers'  Certificate  of the  Depositor,
including  without  limitation (x) continuation  statements,  and (y) such other
statements  as may be  occasioned  by (1) any  change  of  name  of  Residential
Funding,  the Depositor or the Trustee (such  preparation and filing shall be at
the expense of the Trustee,  if occasioned  by a change in the Trustee's  name),
(2) any  change of  location  of the place of  business  or the chief  executive
office of  Residential  Funding  or the  Depositor  or (3) any  transfer  of any
interest of Residential Funding or the Depositor in any Mortgage Loan.

        (f)  Residential  Funding  hereby  assigns to the Trustee  its  security
interest in and to any Additional  Collateral,  its right to receive amounts due
or to become due in respect of any Additional Collateral pursuant to the related
Subservicing  Agreement and its rights as  beneficiary  under the Surety Bond in
respect of any  Additional  Collateral  Loans.  With  respect to any  Additional
Collateral Loan,  Residential Funding shall cause to be filed in the appropriate
recording office a


                                              60

<PAGE>



UCC-3 statement giving notice of the assignment of the related security interest
to the Trust Fund and shall  thereafter cause the timely filing of all necessary
continuation statements with regard to such financing statements.

        Section  2.02 Acceptance by Trustee.

        The Trustee  acknowledges  receipt (or,  with respect to Mortgage  Loans
subject  to  a  Custodial  Agreement,   and  based  solely  upon  a  receipt  or
certification executed by the Custodian,  receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such  acknowledgment
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares  that it, or a Custodian as its agent,  holds and will
hold such documents and the other documents  constituting a part of the Mortgage
Files  delivered  to it,  or a  Custodian  as  its  agent,  and  the  rights  of
Residential  Funding with respect to any  Additional  Collateral  and the Surety
Bond assigned to the Trustee  pursuant to Section 2.01, in trust for the use and
benefit of all present and future  Certificateholders.  The Trustee or Custodian
(such Custodian being so obligated under a Custodial  Agreement) agrees, for the
benefit of  Certificateholders,  to review each  Mortgage  File  delivered to it
pursuant to Section  2.01(b)  within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified  on the  Mortgage  Loan  Schedule,  as  supplemented,  that have been
conveyed  to it, and to  deliver  to the  Trustee a  certificate  (the  "Interim
Certificate") to the effect that all documents required to be delivered pursuant
to Section 2.01(b) above have been executed and received and that such documents
relate to the Mortgage Loans  identified on the Mortgage Loan  Schedule,  except
for any exceptions listed on Schedule A attached to such Interim  Certification.
Upon delivery of the Mortgage Files by the Depositor or the Master Servicer, the
Trustee shall acknowledge receipt (or, with respect to Mortgage Loans subject to
a Custodial Agreement, and based solely upon a receipt or certification executed
by the  Custodian,  receipt by the  respective  Custodian as the duly  appointed
agent of the Trustee) of the documents referred to in Section 2.01(c) above. The
Trustee or  Custodian  (such  Custodian  being so  obligated  under a  Custodial
Agreement)  agrees to review  each  Mortgage  File  delivered  to it pursuant to
Section  2.01(c)  within 45 days after  receipt  thereof to  ascertain  that all
documents  required to be delivered pursuant to such Section have been received,
and that such documents  relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, as supplemented, that have been conveyed to it.

        If  the  Custodian,  as the  Trustee's  agent,  finds  any  document  or
documents constituting a part of a Mortgage File to be missing or defective, the
Trustee, after receiving notice from the Custodian, shall promptly so notify the
Master Servicer and the Depositor;  provided,  that if the Mortgage Loan related
to such Mortgage File is listed on Schedule A of the  Assignment  Agreement,  no
notification  shall be  necessary.  Pursuant  to  Section  2.3 of the  Custodial
Agreement,  the Custodian will notify the Master Servicer, the Depositor and the
Trustee of any such  omission or defect  found by it in respect of any  Mortgage
File held by it. If such omission or defect materially and adversely affects the
interests in the related  Mortgage  Loan of the  Certificateholders,  the Master
Servicer shall


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<PAGE>



promptly  notify the related  Subservicer of such omission or defect and request
that such  Subservicer  correct or cure such  omission or defect  within 60 days
from the date the Master  Servicer was notified of such  omission or defect and,
if such Subservicer does not correct or cure such omission or defect within such
period, that such Subservicer purchase such Mortgage Loan from the Trust Fund at
its  Purchase  Price,  in either  case  within 90 days from the date the  Master
Servicer was notified of such omission or defect;  provided that if the omission
or defect would cause the Mortgage Loan to be other than a "qualified  mortgage"
as defined in Section  860G(a)(3) of the Code, any such cure or repurchase  must
occur  within 90 days from the date such  breach was  discovered;  and  provided
further,  that no cure,  substitution  or  repurchase  shall be required if such
omission or defect is in respect of a Mortgage  Loan listed on Schedule A of the
Assignment  Agreement.  The Purchase  Price for any such  Mortgage Loan shall be
deposited  or caused to be  deposited  by the Master  Servicer in the  Custodial
Account  maintained  by it pursuant  to Section  3.07 and,  upon  receipt by the
Trustee of written  notification of such deposit signed by a Servicing  Officer,
the Trustee or any  Custodian,  as the case may be, shall  release to the Master
Servicer the related  Mortgage  File and the Trustee  shall  execute and deliver
such instruments of transfer or assignment  prepared by the Master Servicer,  in
each case without recourse,  as shall be necessary to vest in the Subservicer or
its designee, as the case may be, any Mortgage Loan released pursuant hereto and
thereafter  such  Mortgage  Loan  shall  not be  part  of  the  Trust  Fund.  In
furtherance of the  foregoing,  if the  Subservicer or Residential  Funding that
repurchases  the  Mortgage  Loan is not a  member  of MERS and the  Mortgage  is
registered on the MERS(R) System,  the Master  Servicer,  at its own expense and
without any right of  reimbursement,  shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS
to such  Subservicer or Residential  Funding and shall cause such Mortgage to be
removed from  registration  on the MERS(R) System in accordance with MERS' rules
and  regulations.  It is  understood  and  agreed  that  the  obligation  of the
Subservicer, to so cure or purchase any Mortgage Loan as to which a material and
adverse defect in or omission of a constituent  document exists shall constitute
the  sole   remedy   respecting   such   defect   or   omission   available   to
Certificateholders or the Trustee on behalf of Certificateholders.

     Section  2.03  Representations,  Warranties  and  Covenants  of the  Master
          Servicer and the Depositor.

        (a) The Master  Servicer  hereby  represents and warrants to the Trustee
for the benefit of the Certificateholders that:

               (i) The Master Servicer is a corporation duly organized,  validly
        existing and in good standing  under the laws governing its creation and
        existence and is or will be in compliance with the laws of each state in
        which any  Mortgaged  Property  is located to the  extent  necessary  to
        ensure the  enforceability  of each Mortgage Loan in accordance with the
        terms of this Agreement;

               (ii) The execution  and delivery of this  Agreement by the Master
        Servicer  and its  performance  and  compliance  with the  terms of this
        Agreement  will  not  violate  the  Master  Servicer's   Certificate  of
        Incorporation or Bylaws or constitute a material default (or an event


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<PAGE>



        which,  with  notice  or lapse of time,  or  both,  would  constitute  a
        material  default)  under,  or result in the  material  breach  of,  any
        material  contract,  agreement or other  instrument  to which the Master
        Servicer is a party or which may be applicable to the Master Servicer or
        any of its assets;

               (iii) This Agreement,  assuming due authorization,  execution and
        delivery by the Trustee and the  Depositor,  constitutes a valid,  legal
        and binding obligation of the Master Servicer, enforceable against it in
        accordance  with the terms  hereof  subject  to  applicable  bankruptcy,
        insolvency,  reorganization,  moratorium  and other laws  affecting  the
        enforcement of creditors' rights generally and to general  principles of
        equity,  regardless  of whether  such  enforcement  is  considered  in a
        proceeding in equity or at law;

               (iv) The Master  Servicer is not in default  with  respect to any
        order or decree of any court or any order,  regulation  or demand of any
        federal,  state,  municipal or governmental  agency, which default might
        have  consequences  that  would  materially  and  adversely  affect  the
        condition  (financial or other) or operations of the Master  Servicer or
        its  properties  or  might  have   consequences  that  would  materially
        adversely affect its performance hereunder;

               (v) No  litigation  is  pending  or,  to the  best of the  Master
        Servicer's knowledge, threatened against the Master Servicer which would
        prohibit its entering into this Agreement or performing its  obligations
        under this Agreement;

               (vi) The Master Servicer will comply in all material  respects in
        the  performance  of  this  Agreement  with  all  reasonable  rules  and
        requirements of each insurer under each Required Insurance Policy;

               (vii)  No  information,  certificate  of  an  officer,  statement
        furnished in writing or report delivered to the Depositor, any Affiliate
        of the  Depositor  or the Trustee by the Master  Servicer  will,  to the
        knowledge  of the Master  Servicer,  contain any untrue  statement  of a
        material fact or omit a material fact necessary to make the information,
        certificate, statement or report not misleading;

               (viii) The Master  Servicer has examined each existing,  and will
        examine each new, Subservicing Agreement and is or will be familiar with
        the terms thereof. The terms of each existing Subservicing Agreement and
        each  designated  Subservicer  are acceptable to the Master Servicer and
        any new  Subservicing  Agreements  will  comply with the  provisions  of
        Section 3.02; and

               (ix) The Master  Servicer  is a member of MERS in good  standing,
        and will comply in all material  respects with the rules and  procedures
        of MERS in connection  with the servicing of the Mortgage Loans that are
        registered with MERS.

     It is understood  and agreed that the  representations  and  warranties set
forth in this Section


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<PAGE>



2.03(a) shall survive  delivery of the respective  Mortgage Files to the Trustee
or any Custodian.

        Upon discovery by either the Depositor, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section  2.03(a) which  materially  and  adversely  affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give  prompt  written  notice  to the  other  parties  (any  Custodian  being so
obligated under a Custodial  Agreement).  Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all  material  respects or (ii) to the extent that such breach is with
respect to a Mortgage  Loan or a related  document,  purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02;  provided  that if the omission or defect would cause the Mortgage Loan to
be other than a  "qualified  mortgage" as defined in Section  860G(a)(3)  of the
Code,  any such cure or repurchase  must occur within 90 days from the date such
breach was discovered. The obligation of the Master Servicer to cure such breach
or to so purchase such Mortgage Loan shall constitute the sole remedy in respect
of a breach of a  representation  and warranty set forth in this Section 2.03(a)
available   to  the   Certificateholders   or  the  Trustee  on  behalf  of  the
Certificateholders.

        (b) The Depositor hereby  represents and warrants to the Trustee for the
benefit of the Certificateholders  that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):

               (i) The  information  set forth in Exhibit  F-1,  Exhibit F-2 and
        Exhibit F-3 hereto with  respect to each  Mortgage  Loan or the Mortgage
        Loans, as the case may be, is true and correct in all material  respects
        at the respective date or dates which such information is furnished;

               (ii) Immediately prior to the conveyance of the Mortgage Loans to
        the Trustee, the Depositor had good title to, and was the sole owner of,
        each Mortgage Loan free and clear of any pledge,  lien,  encumbrance  or
        security   interest   (other  than  rights  to  servicing   and  related
        compensation)  and such conveyance  validly  transfers  ownership of the
        Mortgage  Loans to the  Trustee  free and  clear  of any  pledge,  lien,
        encumbrance or security interest; and

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

        It is understood and agreed that the  representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective  Mortgage
Files to the Trustee or any Custodian.

        Upon discovery by any of the Depositor, the Master Servicer, the Trustee
or any Custodian of a breach of any of the  representations  and  warranties set
forth in this  Section  2.03(b)  which  materially  and  adversely  affects  the
interests of the  Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement);  provided, however, that in the
event of a breach


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<PAGE>



of the representation and warranty set forth in Section 2.03(b)(iii),  the party
discovering  such breach shall give such notice  within five days of  discovery.
Within  90 days of its  discovery  or its  receipt  of  notice  of  breach,  the
Depositor  shall  either (i) cure such breach in all  material  respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02;  provided  that the  Depositor  shall have the
option to  substitute  a Qualified  Substitute  Mortgage  Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date;  provided  that if the omission or defect would cause the Mortgage Loan to
be other than a  "qualified  mortgage" as defined in Section  860G(a)(3)  of the
Code, any such cure,  substitution  or repurchase must occur within 90 days from
the date such breach was discovered.  Any such substitution shall be effected by
the  Depositor  under the same terms and  conditions as provided in Section 2.04
for substitutions by Residential  Funding.  It is understood and agreed that the
obligation  of the Depositor to cure such breach or to so purchase or substitute
for any Mortgage  Loan as to which such a breach has occurred and is  continuing
shall  constitute  the sole  remedy  respecting  such  breach  available  to the
Certificateholders   or  the  Trustee  on  behalf  of  the   Certificateholders.
Notwithstanding  the  foregoing,  the  Depositor  shall not be  required to cure
breaches  or  purchase  or  substitute  for  Mortgage  Loans as provided in this
Section  2.03(b) if the  substance of the breach of a  representation  set forth
above also constitutes fraud in the origination of the Mortgage Loan.

        Section  2.04 Representations and Warranties of Residential Funding.

        The Depositor,  as assignee of Residential  Funding under the Assignment
Agreement,   hereby   assigns   to  the   Trustee   for  the   benefit   of  the
Certificateholders  all of its  right,  title and  interest  in  respect  of the
Assignment  Agreement  applicable to a Mortgage Loan.  Insofar as the Assignment
Agreement  relates to the  representations  and  warranties  made by Residential
Funding in respect of such  Mortgage Loan and any remedies  provided  thereunder
for any breach of such  representations  and warranties,  such right,  title and
interest may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders.  Upon the discovery by the Depositor,  the Master  Servicer,
the  Trustee  or any  Custodian  of a breach of any of the  representations  and
warranties  made in the Assignment  Agreement in respect of any Mortgage Loan or
of any Repurchase Event which materially and adversely  affects the interests of
the  Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written  notice to the other parties (any  Custodian  being so
obligated  under a Custodial  Agreement).  The Master  Servicer  shall  promptly
notify  Residential  Funding of such breach or Repurchase Event and request that
Residential  Funding  either  (i) cure such  breach or  Repurchase  Event in all
material  respects within 90 days from the date the Master Servicer was notified
of such breach or Repurchase  Event or (ii) purchase such Mortgage Loan from the
Trust Fund at the  Purchase  Price and in the manner set forth in Section  2.02;
provided that, in the case of a breach or Repurchase  Event under the Assignment
Agreement,  Residential  Funding shall have the option to substitute a Qualified
Substitute  Mortgage Loan or Loans for such  Mortgage Loan if such  substitution
occurs within two years following the Closing Date;  provided that if the breach
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section  860G(a)(3)  of the Code,  any such cure or  substitution  must occur
within 90 days  from the date the  breach  was  discovered.  In the  event  that
Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or
Loans for a Deleted Mortgage Loan pursuant to this Section 2.04,


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<PAGE>



Residential  Funding  shall  deliver  to the  Trustee  for  the  benefit  of the
Certificateholders  with respect to such Qualified  Substitute  Mortgage Loan or
Loans, the original  Mortgage Note, the Mortgage,  an Assignment of the Mortgage
in recordable  form, and such other  documents and agreements as are required by
Section  2.01,  with the Mortgage  Note endorsed as required by Section 2.01. No
substitution will be made in any calendar month after the Determination Date for
such month.  Monthly Payments due with respect to Qualified  Substitute Mortgage
Loans in the month of substitution  shall not be part of the Trust Fund and will
be  retained  by the Master  Servicer  and  remitted  by the Master  Servicer to
Residential  Funding on the next succeeding  Distribution Date. For the month of
substitution,  distributions to the Certificateholders  will include the Monthly
Payment due on a Deleted Mortgage Loan for such month and thereafter Residential
Funding  shall be  entitled  to retain all  amounts  received in respect of such
Deleted  Mortgage Loan.  The Master  Servicer shall amend or cause to be amended
the Mortgage  Loan  Schedule,  and, if the Deleted  Mortgage Loan was a Discount
Mortgage  Loan,  the  Schedule  of  Discount  Fractions,  for the benefit of the
Certificateholders  to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Qualified  Substitute  Mortgage Loan or Loans and the Master
Servicer shall deliver the amended  Mortgage Loan Schedule,  and, if the Deleted
Mortgage Loan was a Group I Discount Mortgage Loan or Group II Discount Mortgage
Loan, the amended related Schedule of Discount Fractions,  to the Trustee.  Upon
such  substitution,  the  Qualified  Substitute  Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing Agreement in
all  respects,  and  Residential  Funding  shall  be  deemed  to have  made  the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan  contained  in  Section 4 of the  Assignment  Agreement,  as of the date of
substitution,  and the  covenants,  representations  and warranties set forth in
this Section 2.04, and in Section 2.03 hereof and in Section 4 of the Assignment
Agreement,  and  the  Master  Servicer  shall  be  obligated  to  repurchase  or
substitute for any Qualified  Substitute  Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment  Agreement) has occurred pursuant to Section
4 of the Assignment  Agreement.  In connection  with the  substitution of one or
more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
the Master  Servicer  will  determine the amount (if any) by which the aggregate
principal balance of all such Qualified Substitute Mortgage Loans as of the date
of substitution is less than the aggregate Stated Principal  Balance of all such
Deleted Mortgage Loans (in each case after  application of the principal portion
of the  Monthly  Payments  due in  the  month  of  substitution  that  are to be
distributed to the Certificateholders in the month of substitution). Residential
Funding shall deposit the amount of such shortfall into the Custodial Account on
the day of substitution, without any reimbursement therefor. Residential Funding
shall give notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers'  Certificate as to the calculation of such shortfall
and by an Opinion of Counsel to the effect that such substitution will not cause
(a)  any  federal  tax  to be  imposed  on the  Trust  Fund,  including  without
limitation,  any federal tax imposed on "prohibited  transactions" under Section
860F(a)(1)  of the Code or on  "contributions  after  the  startup  date"  under
Section  860G(d)(1)  of the Code or (b) any portion of REMIC I, REMIC II,  REMIC
III or REMIC IV to fail to qualify  as a REMIC at any time that any  Certificate
is outstanding.

        It is  understood  and agreed  that the  obligation  of the  Residential
Funding to cure such breach or purchase (or in the case of  Residential  Funding
to substitute for) such Mortgage Loan as to which


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<PAGE>



such a breach has occurred and is continuing  shall  constitute  the sole remedy
respecting  such breach  available to the  Certificateholders  or the Trustee on
behalf of the Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the  notification and require
the purchase or substitution  provided for in the second preceding  paragraph in
the event of such a breach of a  representation  or warranty made by Residential
Funding in the  Assignment  Agreement.  In  connection  with the  purchase of or
substitution  for any such Mortgage  Loan by  Residential  Funding,  the Trustee
shall  assign to  Residential  Funding all of the right,  title and  interest in
respect of the Assignment Agreement applicable to such Mortgage Loan.

     Section 2.05 Execution and  Authentication  of Certificates;  Conveyance of
          Uncertificated Regular Interests.

        (a) The Trustee  acknowledges the assignment to it of the Mortgage Loans
and the  delivery of the Mortgage  Files to it, or any  Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets  included  in the Trust  Fund,  receipt of which is hereby  acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee,  pursuant
to the written request of the Depositor executed by an officer of the Depositor,
has executed and caused to be  authenticated  and delivered to or upon the order
of the Depositor the  Certificates  in authorized  denominations  which evidence
ownership of the entire Trust Fund.

        (b) The Depositor,  concurrently with the execution and delivery hereof,
does hereby  transfer,  assign,  set over and  otherwise  convey in trust to the
Trustee without recourse,  all the right, title and interest of the Depositor in
and to the REMIC I Regular  Interests,  the REMIC II Regular  Interests  and the
REMIC III  Regular  Interests  for the  benefit  of the  Holders of the REMIC IV
Regular  Interests and the Holders of the Class R-IV  Certificates.  The Trustee
acknowledges  receipt  of the REMIC I Regular  Interests,  the REMIC II  Regular
Interests and the REMIC III Regular Interests (each of which are uncertificated)
and declares that it holds and will hold the same in trust for the exclusive use
and benefit of the Holders of the REMIC IV Regular  Interests and Holders of the
Class R-IV Certificates. The interests evidenced by the Class R-IV Certificates,
together with the REMIC IV Regular  Interests,  constitute the entire beneficial
ownership interest in REMIC IV.

        (c) In exchange for the REMIC I Regular Interests,  the REMIC II Regular
Interests  and the  REMIC  III  Regular  Interests  and,  concurrently  with the
assignment  to the  Trustee  thereof,  pursuant  to the  written  request of the
Depositor  executed by an officer of the  Depositor,  the Trustee has  executed,
authenticated  and delivered to or upon the order of the Depositor,  the Regular
Certificates  in authorized  denominations  evidencing  (together with the Class
R-IV Certificates) the entire beneficial ownership interest in REMIC IV.




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                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

        Section  3.01 Master Servicer to Act as Servicer.

        (a) The Master  Servicer shall service and administer the Mortgage Loans
in  accordance  with the terms of this  Agreement  and the  respective  Mortgage
Loans,  following such  procedures as it would employ in its good faith business
judgment  and  which are  normal  and usual in its  general  mortgage  servicing
activities,  and shall have full power and  authority,  acting  alone or through
Subservicers  as provided in Section 3.02, to do any and all things which it may
deem   necessary  or   desirable  in   connection   with  such   servicing   and
administration.  Without  limiting the generality of the  foregoing,  the Master
Servicer in its own name or in the name of a  Subservicer  is hereby  authorized
and empowered by the Trustee when the Master Servicer or the Subservicer, as the
case may be,  believes  it  appropriate  in its best  judgment,  to execute  and
deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all  instruments  of  satisfaction  or  cancellation,  or of partial or full
release or discharge,  or of consent to assumption or modification in connection
with a proposed  conveyance,  or of assignment of any Mortgage and Mortgage Note
in connection  with the  repurchase of a Mortgage Loan and all other  comparable
instruments,  or with respect to the  modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government  agency or unit with
powers of  eminent  domain,  the  taking of a deed in lieu of  foreclosure,  the
completion  of  judicial  or  non-judicial  foreclosure,  the  conveyance  of  a
Mortgaged  Property to the related  insurer,  the  acquisition  of any  property
acquired  by  foreclosure  or deed in lieu of  foreclosure,  or the  management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of  foreclosure  with  respect  to the  Mortgage  Loans and with  respect to the
Mortgaged Properties. The Master Servicer further is authorized and empowered by
the Trustee,  on behalf of the  Certificateholders  and the Trustee,  in its own
name  or in the  name  of the  Subservicer,  when  the  Master  Servicer  or the
Subservicer, as the case may be, believes it is appropriate in its best judgment
to register any Mortgage Loan on the MERS(R)  System,  or cause the removal from
the  registration  of any Mortgage  Loan on the MERS(R)  System,  to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them, any
and all instruments of assignment and other comparable  instruments with respect
to such assignment or re-recording of a Mortgage in the name of MERS,  solely as
nominee for the Trustee and its successors and assigns. Any expenses incurred in
connection with the actions  described in the preceding  sentence shall be borne
by the Master  Servicer in  accordance  with Section  3.16(c),  with no right of
reimbursement;  provided, that if, as a result of MERS discontinuing or becoming
unable to continue  operations  in connection  with the MERS System,  it becomes
necessary to remove any Mortgage Loan from  registration  on the MERS System and
to arrange for the assignment of the related Mortgages to the Trustee,  then any
related expenses shall be reimbursable to the Master  Servicer.  Notwithstanding
the foregoing,  subject to Section 3.07(a), the Master Servicer shall not permit
any modification  with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of


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<PAGE>



Section  1001 of the  Code and any  proposed,  temporary  or  final  regulations
promulgated  thereunder (other than in connection with a proposed  conveyance or
assumption of such  Mortgage  Loan that is treated as a Principal  Prepayment in
Full  pursuant  to Section  3.13(d)  hereof) and cause any of REMIC I, REMIC II,
REMIC III or REMIC IV to fail to qualify as a REMIC under the Code.  The Trustee
shall  furnish  the  Master  Servicer  with any  powers  of  attorney  and other
documents  necessary or appropriate to enable the Master Servicer to service and
administer  the Mortgage  Loans.  The Trustee shall not be liable for any action
taken by the Master  Servicer  or any  Subservicer  pursuant  to such  powers of
attorney.  In servicing and administering any Nonsubserviced  Mortgage Loan, the
Master  Servicer  shall,  to the extent not  inconsistent  with this  Agreement,
comply with the Program Guide as if it were the originator of such Mortgage Loan
and had retained the servicing  rights and  obligations in respect  thereof.  In
connection  with  servicing and  administering  the Mortgage  Loans,  the Master
Servicer and any Affiliate of the Master Servicer (i) may perform  services such
as appraisals and brokerage  services that are  customarily  provided by Persons
other than  servicers  of mortgage  loans,  and shall be entitled to  reasonable
compensation  therefor in accordance  with Section 3.10 and (ii) may, at its own
discretion and on behalf of the Trustee,  obtain credit  information in the form
of a "credit score" from a credit repository.

        (b) All costs  incurred  by the Master  Servicer or by  Subservicers  in
effecting the timely payment of taxes and assessments on the properties  subject
to the  Mortgage  Loans  shall  not,  for the  purpose  of  calculating  monthly
distributions to the Certificateholders,  be added to the amount owing under the
related Mortgage Loans,  notwithstanding that the terms of such Mortgage Loan so
permit,  and such costs shall be recoverable to the extent  permitted by Section
3.10(a)(ii).

        (c) The  Master  Servicer  may  enter  into  one or more  agreements  in
connection with the offering of pass-through  certificates  evidencing interests
in one or more of the  Certificates  providing  for the  payment  by the  Master
Servicer of amounts  received by the Master  Servicer as servicing  compensation
hereunder and required to cover certain  Prepayment  Interest  Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.

        Section       3.02 Subservicing  Agreements  Between Master Servicer and
                      Subservicers;  Enforcement of  Subservicers'  Obligations;
                      Special Servicing.

        (a) The Master Servicer may continue in effect  Subservicing  Agreements
entered into by Residential  Funding and Subservicers prior to the execution and
delivery of this Agreement,  and may enter into new Subservicing Agreements with
Subservicers,  for  the  servicing  and  administration  of all or  some  of the
Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts
of which are  insured by the FDIC or (ii)  another  entity  that  engages in the
business of originating or servicing mortgage loans, and in either case shall be
authorized  to  transact  business  in the state or states in which the  related
Mortgaged  Properties  it is to  service  are  situated,  if and  to the  extent
required by applicable law to enable the  Subservicer to perform its obligations
hereunder and under the  Subservicing  Agreement,  and in either case shall be a
Freddie Mac,  Fannie Mae or HUD approved  mortgage  servicer.  In addition,  any
Subservicer of a Mortgage Loan insured by the FHA


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must  be an  FHA-approved  servicer,  and any  Subservicer  of a  Mortgage  Loan
guaranteed  by the VA must be a  VA-approved  servicer.  Each  Subservicer  of a
Mortgage  Loan shall be  entitled  to receive  and  retain,  as  provided in the
related Subservicing Agreement and in Section 3.07, the related Subservicing Fee
from  payments of interest  received on such  Mortgage Loan after payment of all
amounts  required  to be  remitted  to the  Master  Servicer  in respect of such
Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the
Master  Servicer  shall be entitled to receive and retain an amount equal to the
Subservicing  Fee from  payments  of  interest.  Unless  the  context  otherwise
requires,  references  in this  Agreement to actions taken or to be taken by the
Master  Servicer in servicing the Mortgage Loans include  actions taken or to be
taken by a  Subservicer  on behalf of the  Master  Servicer.  Each  Subservicing
Agreement will be upon such terms and  conditions as are generally  required by,
permitted by or consistent with the Program Guide and are not inconsistent  with
this Agreement and as the Master Servicer and the Subservicer have agreed.  With
the approval of the Master  Servicer,  a Subservicer  may delegate its servicing
obligations  to  third-  party  servicers,  but  such  Subservicer  will  remain
obligated under the related  Subservicing  Agreement.  The Master Servicer and a
Subservicer  may  enter  into   amendments   thereto  or  a  different  form  of
Subservicing  Agreement,  and the form  referred  to or  included in the Program
Guide is merely provided for information and shall not be deemed to limit in any
respect the discretion of the Master  Servicer to modify or enter into different
Subservicing  Agreements;   provided,  however,  that  any  such  amendments  or
different  forms shall be  consistent  with and not violate  the  provisions  of
either this  Agreement or the Program  Guide in a manner which would  materially
and adversely affect the interests of the Certificateholders.

        (b) As part of its servicing activities hereunder,  the Master Servicer,
for the benefit of the Trustee  and the  Certificateholders,  shall use its best
reasonable  efforts to enforce the  obligations  of each  Subservicer  under the
related  Subservicing  Agreement,  to the extent that the non-performance of any
such  obligation  would have a material and adverse  effect on a Mortgage  Loan,
including,  without  limitation,  the  obligation to purchase a Mortgage Loan on
account of defective documentation,  as described in Section 2.02, or on account
of a breach of a representation or warranty,  as described in Section 2.04. Such
enforcement,  including,  without  limitation,  the legal prosecution of claims,
termination of Subservicing Agreements, as appropriate, and the pursuit of other
appropriate  remedies,  shall be in such form and  carried out to such an extent
and at such time as the Master  Servicer would employ in its good faith business
judgment  and  which are  normal  and usual in its  general  mortgage  servicing
activities.  The Master Servicer shall pay the costs of such  enforcement at its
own expense,  and shall be reimbursed  therefor only (i) from a general recovery
resulting  from such  enforcement  to the  extent,  if any,  that such  recovery
exceeds all amounts due in respect of the related  Mortgage  Loan or (ii) from a
specific recovery of costs, expenses or attorneys fees against the party against
whom such enforcement is directed.



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        Section  3.03 Successor Subservicers.

        The Master  Servicer  shall be entitled to  terminate  any  Subservicing
Agreement  that may exist in  accordance  with the terms and  conditions of such
Subservicing  Agreement and without any limitation by virtue of this  Agreement;
provided,  however,  that  in the  event  of  termination  of  any  Subservicing
Agreement by the Master Servicer or the  Subservicer,  the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor  Subservicer  which will be bound by the terms of the
related  Subservicing  Agreement.  If the Master  Servicer or any  Affiliate  of
Residential  Funding  acts as  servicer,  it will not assume  liability  for the
representations  and  warranties of the  Subservicer  which it replaces.  If the
Master  Servicer   enters  into  a  Subservicing   Agreement  with  a  successor
Subservicer,  the  Master  Servicer  shall use  reasonable  efforts  to have the
successor  Subservicer assume liability for the  representations  and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such  assumption  by the successor  Subservicer,  the Master
Servicer may, in the exercise of its business  judgment,  release the terminated
Subservicer from liability for such representations and warranties.

        Section  3.04 Liability of the Master Servicer.

        Notwithstanding  any  Subservicing  Agreement,  any of the provisions of
this  Agreement  relating  to  agreements  or  arrangements  between  the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise,  the Master Servicer shall remain obligated and liable to the Trustee
and Certificateholders for the servicing and administering of the Mortgage Loans
in accordance  with the  provisions  of Section 3.01 without  diminution of such
obligation   or  liability  by  virtue  of  such   Subservicing   Agreements  or
arrangements  or by  virtue  of  indemnification  from  the  Subservicer  or the
Depositor  and to the same extent and under the same terms and  conditions as if
the Master Servicer alone were servicing and  administering  the Mortgage Loans.
The  Master  Servicer  shall be  entitled  to enter  into any  agreement  with a
Subservicer for  indemnification of the Master Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.

     Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
          Certificateholders.

        Any  Subservicing  Agreement  that may be  entered  into  and any  other
transactions or services  relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an  originator  shall be deemed to be between
the   Subservicer   and  the  Master   Servicer   alone  and  the   Trustee  and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights,  obligations,  duties or liabilities  with respect to the Subservicer in
its  capacity  as such  except  as set  forth in  Section  3.06.  The  foregoing
provision  shall  not in any way  limit a  Subservicer's  obligation  to cure an
omission or defect or to  repurchase  a Mortgage  Loan as referred to in Section
2.02 hereof.



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     Section 3.06  Assumption  or  Termination  of  Subservicing  Agreements  by
          Trustee.

        (a) In the event the Master  Servicer  shall for any reason no longer be
the master servicer  (including by reason of an Event of Default),  the Trustee,
its  designee  or its  successor  shall  thereupon  assume all of the rights and
obligations of the Master  Servicer under each  Subservicing  Agreement that may
have been entered into. The Trustee,  its designee or the successor servicer for
the  Trustee  shall be  deemed  to have  assumed  all of the  Master  Servicer's
interest  therein  and to have  replaced  the Master  Servicer as a party to the
Subservicing  Agreement to the same extent as if the Subservicing  Agreement had
been assigned to the assuming  party except that the Master  Servicer  shall not
thereby be relieved  of any  liability  or  obligations  under the  Subservicing
Agreement.

        (b) The Master  Servicer  shall,  upon request of the Trustee but at the
expense of the Master Servicer,  deliver to the assuming party all documents and
records  relating to each  Subservicing  Agreement  and the Mortgage  Loans then
being  serviced  and an  accounting  of  amounts  collected  and  held by it and
otherwise use its best efforts to effect the orderly and  efficient  transfer of
each Subservicing Agreement to the assuming party.

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

        (a) The Master  Servicer  shall make  reasonable  efforts to collect all
payments  called for under the terms and provisions of the Mortgage  Loans,  and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary  Insurance  Policy,  follow such
collection procedures as it would employ in its good faith business judgment and
which  are  normal  and  usual in its  general  mortgage  servicing  activities.
Consistent  with the  foregoing,  the Master  Servicer may in its discretion (i)
waive any late payment  charge or any prepayment  charge or penalty  interest in
connection  with the  prepayment of a Mortgage Loan and (ii) extend the Due Date
for  payments  due on a Mortgage  Loan in  accordance  with the  Program  Guide,
provided,  however, that the Master Servicer shall first determine that any such
waiver  or  extension  will not  impair  the  coverage  of any  related  Primary
Insurance  Policy  or  materially  adversely  affect  the  lien  of the  related
Mortgage.  In the event of any such arrangement,  the Master Servicer shall make
timely  advances on the related  Mortgage  Loan during the  scheduled  period in
accordance  with  the  amortization  schedule  of  such  Mortgage  Loan  without
modification  thereof by reason of such arrangements  unless otherwise agreed to
by the  Holders  of the  Classes of  Certificates  affected  thereby;  provided,
however,  that no  such  extension  shall  be made  if any  advance  would  be a
Nonrecoverable Advance.  Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the  postponement  of strict  compliance  with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver,  modification,  postponement or indulgence is not materially  adverse to
the  interests of the  Certificateholders  (taking  into  account any  estimated
Realized Loss that might result absent such action), provided, however, that the
Master  Servicer may not modify  materially or permit any  Subservicer to modify
any Mortgage Loan,  including  without  limitation any  modification  that would
change the Mortgage Rate, forgive the payment of any principal or interest


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(unless in  connection  with the  liquidation  of the related  Mortgage  Loan or
except in connection with prepayments to the extent that such  reamortization is
not  inconsistent  with the terms of the  Mortgage  Loan),  or extend  the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or,
in the judgment of the Master Servicer,  such default is reasonably foreseeable.
In connection with any Curtailment of a Mortgage Loan, the Master  Servicer,  to
the extent not  inconsistent  with the terms of the Mortgage  Note and local law
and  practice,  may permit the Mortgage  Loan to be  re-amortized  such that the
Monthly  Payment  is  recalculated  as an amount  that will fully  amortize  the
remaining Stated Principal  Balance thereof by the original  Maturity Date based
on the original Mortgage Rate;  provided,  that such reamortization shall not be
permitted if it would  constitute a reissuance  of the Mortgage Loan for federal
income tax purposes.

               (i) The Master  Servicer shall establish and maintain a Custodial
        Account  in which  the  Master  Servicer  shall  deposit  or cause to be
        deposited on a daily basis,  except as otherwise  specifically  provided
        herein, the following payments and collections  remitted by Subservicers
        or received by it in respect of the  Mortgage  Loans  subsequent  to the
        Cut-off  Date (other than in respect of  principal  and  interest on the
        Mortgage Loans due on or before the Cut-off Date):

               (ii) All payments on account of  principal,  including  Principal
        Prepayments  made by Mortgagors on the Mortgage  Loans and the principal
        component of any Subservicer  Advance or of any REO Proceeds received in
        connection  with  an REO  Property  for  which  an REO  Disposition  has
        occurred;

               (iii)  All  payments  on  account  of  interest  at the  Adjusted
        Mortgage Rate on the Mortgage Loans, including the interest component of
        any  Subservicer  Advance or of any REO Proceeds  received in connection
        with an REO Property for which an REO Disposition has occurred;

               (iv)  Insurance  Proceeds and  Liquidation  Proceeds  (net of any
          related expenses of the Subservicer);

               (v) All  proceeds of any  Mortgage  Loans  purchased  pursuant to
        Section 2.02,  2.03 or 2.04 and all amounts  required to be deposited in
        connection with the substitution of a Qualified Substitute Mortgage Loan
        pursuant to Section 2.03 or 2.04;

               (vi) Any  amounts  required to be  deposited  pursuant to Section
          3.07(c); and

               (vii) Any amounts realized by the Subservicer and received by the
          Master Servicer in respect of any Additional Collateral; .

        The foregoing requirements for deposit in the Custodial Account shall be
exclusive,  it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal


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and  interest  on the  Mortgage  Loans due on or before  the  Cut-off  Date) and
payments or  collections  in the nature of  prepayment  charges or late  payment
charges or assumption  fees may but need not be deposited by the Master Servicer
in the Custodial  Account.  In the event any amount not required to be deposited
in the Custodial  Account is so deposited,  the Master  Servicer may at any time
withdraw such amount from the  Custodial  Account,  any provision  herein to the
contrary notwithstanding. The Custodial Account may contain funds that belong to
one or more trust funds created for mortgage pass-through  certificates of other
series and may  contain  other  funds  respecting  payments  on  mortgage  loans
belonging to the Master  Servicer or serviced or master serviced by it on behalf
of others.  Notwithstanding such commingling of funds, the Master Servicer shall
keep  records  that  accurately  reflect  the funds on deposit in the  Custodial
Account that have been  identified by it as being  attributable  to the Mortgage
Loans.

        (b) With  respect  to  Insurance  Proceeds,  Liquidation  Proceeds,  REO
Proceeds  and the  proceeds of the  purchase of any  Mortgage  Loan  pursuant to
Sections 2.02,  2.03, 2.04 and 4.07 received in any calendar  month,  the Master
Servicer may elect to treat such amounts as included in the Group I and Group II
Available Distribution Amount for the Distribution Date in the month of receipt,
but is not  obligated to do so. If the Master  Servicer so elects,  such amounts
will be deemed to have been  received  (and any related  Realized  Loss shall be
deemed  to have  occurred)  on the last day of the  month  prior to the  receipt
thereof.

        (c) The  Master  Servicer  shall  use its  best  efforts  to  cause  the
institution  maintaining  the  Custodial  Account  to  invest  the  funds in the
Custodial  Account  attributable to the Mortgage Loans in Permitted  Investments
which shall  mature not later than the  Certificate  Account  Deposit  Date next
following the date of such investment (with the exception of the Amount Held for
Future  Distribution)  and which shall not be sold or disposed of prior to their
maturities.  All income and gain realized from any such investment  shall be for
the benefit of the Master  Servicer as  additional  servicing  compensation  and
shall be subject to its withdrawal or order from time to time. The amount of any
losses  incurred  in  respect  of  any  such  investments  attributable  to  the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial  Account by the Master  Servicer out of its own funds  immediately  as
realized.

        (d) The  Master  Servicer  shall  give  notice  to the  Trustee  and the
Depositor  of any  change  in the  location  of the  Custodial  Account  and the
location of the Certificate Account prior to the use thereof.

        Section  3.08 Subservicing Accounts; Servicing Accounts.

        (a) In those  cases where a  Subservicer  is  servicing a Mortgage  Loan
pursuant  to a  Subservicing  Agreement,  the Master  Servicer  shall  cause the
Subservicer,  pursuant to the Subservicing  Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account,  shall generally satisfy the requirements of
the Program Guide and be otherwise  acceptable  to the Master  Servicer and each
Rating  Agency.  The  Subservicer  will be required  thereby to deposit into the
Subservicing Account


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on a daily basis all  proceeds of Mortgage  Loans  received by the  Subservicer,
less its Subservicing Fees and unreimbursed advances and expenses, to the extent
permitted by the Subservicing  Agreement.  If the Subservicing Account is not an
Eligible  Account,  the Master  Servicer  shall be deemed to have  received such
monies upon receipt thereof by the  Subservicer.  The  Subservicer  shall not be
required to deposit in the  Subservicing  Account payments or collections in the
nature of prepayment  charges or late charges or  assumption  fees. On or before
the  date  specified  in the  Program  Guide,  but in no  event  later  than the
Determination Date, the Master Servicer shall cause the Subservicer, pursuant to
the Subservicing  Agreement,  to remit to the Master Servicer for deposit in the
Custodial  Account all funds held in the  Subservicing  Account  with respect to
each Mortgage Loan serviced by such Subservicer that are required to be remitted
to the Master Servicer.  The Subservicer will also be required,  pursuant to the
Subservicing  Agreement, to advance on such scheduled date of remittance amounts
equal to any scheduled  monthly  installments of principal and interest less its
Subservicing  Fees on any Mortgage  Loans for which  payment was not received by
the  Subservicer.  This obligation to advance with respect to each Mortgage Loan
will continue up to and  including the first of the month  following the date on
which  the  related  Mortgaged  Property  is  sold at a  foreclosure  sale or is
acquired by the Trust Fund by deed in lieu of foreclosure or otherwise. All such
advances  received by the Master  Servicer shall be deposited  promptly by it in
the Custodial Account.

        (b) The Subservicer may also be required,  pursuant to the  Subservicing
Agreement,  to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted  Mortgage  Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the  Servicing  Fee,  if any,  accrues  in the case of a
Modified  Mortgage  Loan) on any  Curtailment  received by such  Subservicer  in
respect of a Mortgage Loan from the related  Mortgagor  during any month that is
to be applied by the Subservicer to reduce the unpaid  principal  balance of the
related  Mortgage  Loan as of the  first  day of such  month,  from  the date of
application  of such  Curtailment to the first day of the following  month.  Any
amounts paid by a Subservicer  pursuant to the preceding  sentence  shall be for
the benefit of the Master  Servicer as  additional  servicing  compensation  and
shall be  subject  to its  withdrawal  or order  from time to time  pursuant  to
Sections 3.10(a)(iv) and (v).

        (c) In addition to the Custodial  Account and the  Certificate  Account,
the Master Servicer shall for any Nonsubserviced  Mortgage Loan, and shall cause
the Subservicers  for Subserviced  Mortgage Loans to, establish and maintain one
or more Servicing  Accounts and deposit and retain therein all collections  from
the  Mortgagors  (or  advances  from  Subservicers)  for the  payment  of taxes,
assessments,  hazard insurance premiums,  Primary Insurance Policy premiums,  if
applicable,  or  comparable  items  for  the  account  of the  Mortgagors.  Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent  permitted by the Program  Guide or as is otherwise  acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts  related to the Mortgage  Loans from the Servicing  Accounts may be made
only to effect timely payment of taxes, assessments,  hazard insurance premiums,
Primary  Insurance  Policy  premiums,  if applicable,  or comparable  items,  to
reimburse the Master Servicer or Subservicer out of related  collections for any
payments made  pursuant to Sections 3.11 (with respect to the Primary  Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any


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Mortgagors  any sums as may be  determined to be overages,  to pay interest,  if
required,  to Mortgagors  on balances in the  Servicing  Account or to clear and
terminate  the  Servicing  Account  at the  termination  of  this  Agreement  in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing  duties,  the Master Servicer shall,  and the  Subservicers  will,
pursuant to the  Subservicing  Agreements,  be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.

        (d) The Master  Servicer  shall advance the payments  referred to in the
preceding  subsection  that are not timely paid by the Mortgagors or advanced by
the  Subservicers on the date when the tax, premium or other cost for which such
payment is  intended  is due,  but the Master  Servicer  shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master  Servicer,  will be recoverable  by the Master  Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.

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

        In the event that compliance with this Section 3.09 shall make any Class
of  Certificates  legal for  investment  by federally  insured  savings and loan
associations,  the Master Servicer shall provide,  or cause the  Subservicers to
provide,  to the Trustee,  the Office of Thrift  Supervision or the FDIC and the
supervisory  agents and examiners thereof access to the documentation  regarding
the Mortgage  Loans  required by applicable  regulations of the Office of Thrift
Supervision,  such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such  documentation  and shall  provide  equipment  for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.

        Section  3.10 Permitted Withdrawals from the Custodial Account.

        (a) The Master Servicer may, from time to time as provided herein,  make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section  3.07 that are  attributable  to the  Mortgage  Loans for the  following
purposes:

               (i) to make deposits into the Certificate  Account in the amounts
          and in the manner provided for in Section 4.01;

               (ii)  to  reimburse   itself  or  the  related   Subservicer  for
        previously  unreimbursed  advances or expenses made pursuant to Sections
        3.01, 3.08, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to
        the terms of this  Agreement,  such  withdrawal  right being  limited to
        amounts  received on  particular  Mortgage  Loans  (including,  for this
        purpose,  REO Proceeds,  Insurance  Proceeds,  Liquidation  Proceeds and
        proceeds  from the purchase of a Mortgage Loan pursuant to Section 2.02,
        2.03,  2.04 or 4.07) which  represent  (A) Late  Collections  of Monthly
        Payments for which any such advance was made in the case of


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        Subservicer  Advances or Advances  pursuant to Section 4.04 and (B) late
        recoveries of the payments for which such advances were made in the case
        of Servicing Advances;

               (iii)  to pay  to  itself  or the  related  Subservicer  (if  not
        previously retained by such Subservicer) out of each payment received by
        the  Master  Servicer  on  account of  interest  on a  Mortgage  Loan as
        contemplated  by  Sections  3.14  and  3.16,  an  amount  equal  to that
        remaining  portion of any such payment as to interest (but not in excess
        of the  Servicing  Fee  and  the  Subservicing  Fee,  if not  previously
        retained) which,  when deducted,  will result in the remaining amount of
        such  interest  being  interest  at a rate  per  annum  equal to the Net
        Mortgage  Rate (or Modified Net Mortgage  Rate in the case of a Modified
        Mortgage Loan) on the amount specified in the  amortization  schedule of
        the  related  Mortgage  Loan as the  principal  balance  thereof  at the
        beginning of the period  respecting  which such  interest was paid after
        giving effect to any previous Curtailments;

               (iv) to pay to itself as additional  servicing  compensation  any
        interest or investment income earned on funds deposited in the Custodial
        Account that it is entitled to withdraw pursuant to Section 3.07(c);

               (v) to pay to itself as  additional  servicing  compensation  any
        Foreclosure  Profits,  and  any  amounts  remitted  by  Subservicers  as
        interest in respect of Curtailments pursuant to Section 3.08(b);

               (vi) to pay to itself, a Subservicer,  Residential  Funding,  the
        Depositor  or any other  appropriate  Person,  as the case may be,  with
        respect to each  Mortgage Loan or property  acquired in respect  thereof
        that has been  purchased  or otherwise  transferred  pursuant to Section
        2.02,  2.03,  2.04, 4.07 or 9.01, all amounts  received  thereon and not
        required to be distributed to Certificateholders as of the date on which
        the related Stated Principal Balance or Purchase Price is determined;

               (vii) to  reimburse  itself or the  related  Subservicer  for any
        Nonrecoverable  Advance  or  Advances  in the  manner  and to the extent
        provided in subsection (c) below,  any Advance made in connection with a
        modification  of a Mortgage  Loan that is in default or, in the judgment
        of the Master Servicer,  default is reasonably  foreseeable  pursuant to
        Section 3.07(a),  to the extent the amount of the Advance has been added
        to the outstanding principal balance of the Mortgage Loan;

               (viii) to reimburse itself or the Depositor for expenses incurred
        by and reimbursable to it or the Depositor  pursuant to Section 3.14(c),
        6.03, 10.01 or otherwise;

               (ix) to reimburse  itself for amounts expended by it (a) pursuant
        to Section  3.14 in good faith in  connection  with the  restoration  of
        property  damaged by an Uninsured  Cause, and (b) in connection with the
        liquidation  of a Mortgage Loan or disposition of an REO Property to the
        extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
        and


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               (x) to withdraw  any amount  deposited in the  Custodial  Account
        that was not required to be deposited  therein pursuant to Section 3.07,
        including any payoff fees or penalties or any other  additional  amounts
        payable to the Master  Servicer or Subservicer  pursuant to the terms of
        the Mortgage Note.

        (b) Since,  in  connection  with  withdrawals  pursuant to clauses (ii),
(iii),  (v) and (vi), the Master  Servicer's  entitlement  thereto is limited to
collections  or other  recoveries  on the  related  Mortgage  Loan,  the  Master
Servicer  shall keep and maintain  separate  accounting,  on a Mortgage  Loan by
Mortgage  Loan basis,  for the purpose of  justifying  any  withdrawal  from the
Custodial Account pursuant to such clauses.

        (c) The Master  Servicer  shall be entitled to  reimburse  itself or the
related  Subservicer for any Advance or Subservicer Advance made in respect of a
Mortgage Loan that the Master Servicer determines to be a Nonrecoverable Advance
by  withdrawal  from  the  Custodial  Account  of  amounts  on  deposit  therein
attributable  to the  Mortgage  Loans on any  Certificate  Account  Deposit Date
succeeding  the  date of such  determination.  Such  right of  reimbursement  in
respect of a Nonrecoverable Advance on any such Certificate Account Deposit Date
shall be limited  to an amount  not  exceeding  the  portion of such  Advance or
Subservicer Advance previously paid to  Certificateholders  (and not theretofore
reimbursed to the Master Servicer or the related Subservicer).

        Section  3.11 Maintenance of Primary Insurance Coverage.

        (a) The Master  Servicer  shall not take, or permit any  Subservicer  to
take, any action which would result in noncoverage under any applicable  Primary
Insurance  Policy of any loss which,  but for the actions of the Master Servicer
or Subservicer,  would have been covered  thereunder.  To the extent coverage is
available,  the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary  Insurance  Policy until the  principal  balance of the
related Mortgage Loan secured by a Mortgaged  Property is reduced to 80% or less
of the Appraised Value at origination in the case of such a Mortgage Loan having
a  Loan-to-Value  Ratio at  origination  in  excess of 80%,  provided  that such
Primary  Insurance  Policy  was in place as of the  Cut-off  Date and the Master
Servicer had knowledge of such Primary  Insurance  Policy.  The Master  Servicer
shall not cancel or refuse to renew any such Primary Insurance Policy applicable
to a  Nonsubserviced  Mortgage Loan, or consent to any Subservicer  canceling or
refusing to renew any such Primary  Insurance  Policy  applicable  to a Mortgage
Loan subserviced by it, that is in effect at the date of the initial issuance of
the  Certificates  and is  required  to be kept in force  hereunder  unless  the
replacement  Primary Insurance Policy for such canceled or non-renewed policy is
maintained  with an insurer  whose  claims-paying  ability is acceptable to each
Rating Agency for mortgage pass-through certificates having a rating equal to or
better than the lower of the  then-current  rating or the rating assigned to the
Certificates as of the Closing Date by such Rating Agency.

        (b) In connection with its activities as  administrator  and servicer of
the  Mortgage  Loans,  the  Master  Servicer  agrees to  present or to cause the
related Subservicer to present, on behalf of the


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Master Servicer,  the Subservicer,  if any, the Trustee and  Certificateholders,
claims to the insurer under any Primary Insurance  Policies,  in a timely manner
in accordance  with such policies,  and, in this regard,  to take or cause to be
taken such reasonable  action as shall be necessary to permit recovery under any
Primary Insurance  Policies  respecting  defaulted  Mortgage Loans.  Pursuant to
Section  3.07,  any  Insurance  Proceeds  collected by or remitted to the Master
Servicer  under  any  Primary  Insurance  Policies  shall  be  deposited  in the
Custodial Account, subject to withdrawal pursuant to Section 3.10.

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

        (a) The Master  Servicer  shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount  which is equal to the  lesser  of the  principal  balance  owing on such
Mortgage Loan (together with the principal  balance of any mortgage loan secured
by a lien that is senior to the Mortgage  Loan) or 100 percent of the  insurable
value of the improvements; provided, however, that such coverage may not be less
than the minimum amount required to fully compensate for any loss or damage on a
replacement cost basis. To the extent it may do so without breaching the related
Subservicing  Agreement,  the Master Servicer shall replace any Subservicer that
does not cause such insurance,  to the extent it is available, to be maintained.
The Master Servicer shall also cause to be maintained on property  acquired upon
foreclosure,  or deed in lieu of foreclosure, of any Mortgage Loan (other than a
Cooperative  Loan),  fire insurance with extended coverage in an amount which is
at  least  equal  to the  amount  necessary  to  avoid  the  application  of any
co-insurance  clause contained in the related hazard insurance policy.  Pursuant
to Section 3.07,  any amounts  collected by the Master  Servicer  under any such
policies  (other than amounts to be applied to the  restoration or repair of the
related Mortgaged  Property or property thus acquired or amounts released to the
Mortgagor in accordance with the Master Servicer's normal servicing  procedures)
shall be deposited in the Custodial Account,  subject to withdrawal  pursuant to
Section 3.10. Any cost incurred by the Master  Servicer in maintaining  any such
insurance  shall not, for the purpose of calculating  monthly  distributions  to
Certificateholders,  be added to the  amount  owing  under  the  Mortgage  Loan,
notwithstanding  that the terms of the Mortgage Loan so permit. Such costs shall
be  recoverable  by the Master  Servicer  out of related  late  payments  by the
Mortgagor or out of Insurance  Proceeds and  Liquidation  Proceeds to the extent
permitted by Section  3.10.  It is  understood  and agreed that no earthquake or
other  additional  insurance is to be required of any Mortgagor or maintained on
property  acquired  in respect of a Mortgage  Loan other than  pursuant  to such
applicable  laws and  regulations  as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative  Loan) are located at the time of  origination of
such Mortgage  Loan in a federally  designated  special  flood hazard area,  the
Master  Servicer  shall cause flood  insurance  (to the extent  available) to be
maintained in respect thereof.  Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged  Property on a replacement  cost basis and (ii) the maximum amount
of such  insurance  available  for the  related  Mortgaged  Property  under  the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).


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        In the event  that the  Master  Servicer  shall  obtain  and  maintain a
blanket fire insurance  policy with extended  coverage  insuring  against hazard
losses on all of the Mortgage  Loans,  it shall  conclusively  be deemed to have
satisfied  its  obligations  as set forth in the first  sentence of this Section
3.12(a),  it being  understood  and  agreed  that  such  policy  may  contain  a
deductible  clause,  in which case the Master  Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged  Property a policy
complying with the first  sentence of this Section  3.12(a) and there shall have
been a loss  which  would  have been  covered  by such  policy,  deposit  in the
Certificate  Account the amount not otherwise  payable under the blanket  policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate  Account Deposit Date next preceding the Distribution
Date which occurs in the month  following the month in which  payments under any
such policy would have been  deposited in the Custodial  Account.  In connection
with its activities as  administrator  and servicer of the Mortgage  Loans,  the
Master  Servicer  agrees to  present,  on  behalf of  itself,  the  Trustee  and
Certificateholders, claims under any such blanket policy.

        (b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect  throughout  the term of this  Agreement a blanket
fidelity bond and an errors and omissions  insurance  policy covering the Master
Servicer's  officers and  employees  and other  persons  acting on behalf of the
Master  Servicer in connection  with its activities  under this  Agreement.  The
amount  of  coverage  shall be at  least  equal to the  coverage  that  would be
required by Fannie Mae or Freddie Mac, whichever is greater, with respect to the
Master  Servicer if the Master  Servicer were  servicing and  administering  the
Mortgage Loans for Fannie Mae or Freddie Mac. In the event that any such bond or
policy  ceases to be in effect,  the Master  Servicer  shall obtain a comparable
replacement  bond or  policy  from an  issuer  or  insurer,  as the case may be,
meeting the  requirements,  if any, of the Program  Guide and  acceptable to the
Depositor. Coverage of the Master Servicer under a policy or bond obtained by an
Affiliate of the Master  Servicer and  providing  the coverage  required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).

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

        (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or  Subservicer,  to the extent it has  knowledge  of such  conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental  regulations,  but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:

               (i) the  Master  Servicer  shall not be  deemed to be in  default
        under this Section 3.13(a) by reason of any transfer or assumption which
        the Master Servicer is restricted by law from preventing; and

               (ii) if the  Master  Servicer  determines  that it is  reasonably
          likely that any


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<PAGE>



        Mortgagor will bring,  or if any Mortgagor  does bring,  legal action to
        declare invalid or otherwise avoid  enforcement of a due-on-sale  clause
        contained in any Mortgage Note or Mortgage,  the Master  Servicer  shall
        not be  required to enforce the  due-on-sale  clause or to contest  such
        action.

        (b) Subject to the Master  Servicer's  duty to enforce  any  due-on-sale
clause  to the  extent  set  forth in  Section  3.13(a),  in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an  assumption or  modification  agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee,  or if an
instrument of release signed by the Trustee is required  releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized,  subject
to the requirements of the sentence next following,  to execute and deliver,  on
behalf of the  Trustee,  the  assumption  agreement  with the Person to whom the
Mortgaged  Property  is  to be  conveyed  and  such  modification  agreement  or
supplement  to the  Mortgage  Note  or  Mortgage  or  other  instruments  as are
reasonable  or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any  applicable  laws  regarding  assumptions or the
transfer of the Mortgaged Property to such Person;  provided,  however,  none of
such terms and requirements  shall both constitute a "significant  modification"
effecting an exchange or  reissuance  of such  Mortgage  Loan under the Code (or
final,  temporary or proposed Treasury regulations  promulgated  thereunder) and
cause any of REMIC I,  REMIC II,  REMIC  III or REMIC IV to fail to  qualify  as
REMICs under the Code or the imposition of any tax on "prohibited  transactions"
or "contributions" after the startup date under the REMIC Provisions. The Master
Servicer  shall  execute  and  deliver  such  documents  only  if it  reasonably
determines that (i) its execution and delivery thereof will not conflict with or
violate any terms of this  Agreement or cause the unpaid balance and interest on
the Mortgage  Loan to be  uncollectible  in whole or in part,  (ii) any required
consents of insurers  under any Required  Insurance  Policies have been obtained
and (iii) subsequent to the closing of the transaction  involving the assumption
or  transfer  (A) the  Mortgage  Loan will  continue  to be  secured  by a first
mortgage  lien (or junior  lien of the same  priority  in relation to any senior
mortgage loan,  with respect to any Mortgage Loan secured by a junior  Mortgage)
pursuant to the terms of the Mortgage,  (B) such  transaction will not adversely
affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan
will fully amortize over the remaining term thereof, (D) no material term of the
Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered
nor  will  the  term  of  the   Mortgage   Loan  be  changed   and  (E)  if  the
seller/transferor  of the Mortgaged Property is to be released from liability on
the Mortgage  Loan,  the  buyer/transferee  of the Mortgaged  Property  would be
qualified  to assume the  Mortgage  Loan based on  generally  comparable  credit
quality  and  such  release  will  not  (based  on  the  Master   Servicer's  or
Subservicer's good faith  determination)  adversely affect the collectability of
the Mortgage  Loan.  Upon receipt of  appropriate  instructions  from the Master
Servicer  in  accordance  with the  foregoing,  the  Trustee  shall  execute any
necessary  instruments  for such  assumption  or  substitution  of  liability as
directed  by  the  Master  Servicer.   Upon  the  closing  of  the  transactions
contemplated by such documents, the Master Servicer shall cause the originals or
true and correct  copies of the assumption  agreement,  the release (if any), or
the  modification or supplement to the Mortgage Note or Mortgage to be delivered
to the Trustee or the Custodian  and  deposited  with the Mortgage File for such
Mortgage Loan. Any fee collected by the Master Servicer


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<PAGE>



or such related  Subservicer  for entering into an assumption or substitution of
liability  agreement will be retained by the Master Servicer or such Subservicer
as additional servicing compensation.

        (c) The Master Servicer or the related Subservicer,  as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property,  the granting of an easement thereon in favor of
another Person,  any alteration or demolition of the related Mortgaged  Property
(or, with respect to a Cooperative Loan, the related  Cooperative  Apartment) or
other similar matters if it has  determined,  exercising its good faith business
judgment  in the same  manner  as it would if it were the  owner of the  related
Mortgage Loan, that the security for, and the timely and full collectability of,
such  Mortgage  Loan would not be  adversely  affected  thereby and that each of
REMIC I, REMIC II,  REMIC III or REMIC IV would  continue  to qualify as a REMIC
under the Code as a result thereof and that no tax on "prohibited  transactions"
or  "contributions"  after the  startup  day would be imposed on any of REMIC I,
REMIC II, REMIC III or REMIC IV as a result  thereof.  Any fee  collected by the
Master Servicer or the related Subservicer for processing such a request will be
retained by the Master  Servicer or such  Subservicer  as  additional  servicing
compensation.

        (d)  Subject  to any  other  applicable  terms  and  conditions  of this
Agreement,  the  Trustee  and Master  Servicer  shall be  entitled to approve an
assignment in lieu of satisfaction  with respect to any Mortgage Loan,  provided
the  obligee  with  respect  to  such  Mortgage  Loan  following  such  proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for  Assignment of Mortgage  Loan" in the form attached  hereto as Exhibit M, in
form and substance  satisfactory to the Trustee and Master  Servicer,  providing
the  following:  (i) that the  Mortgage  Loan is secured by  Mortgaged  Property
located in a  jurisdiction  in which an  assignment in lieu of  satisfaction  is
required to preserve lien priority,  minimize or avoid mortgage  recording taxes
or otherwise  comply with, or facilitate a refinancing  under,  the laws of such
jurisdiction;  (ii) that the substance of the  assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the  transaction is
solely to comply with, or facilitate  the  transaction  under,  such local laws;
(iii) that the Mortgage Loan following the proposed  assignment will have a rate
of  interest at least 0.25  percent  below or above the rate of interest on such
Mortgage Loan prior to such proposed  assignment;  and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction  with respect to any Mortgage Loan, the
Master  Servicer  shall receive cash in an amount equal to the unpaid  principal
balance of and accrued  interest on such Mortgage  Loan and the Master  Servicer
shall treat such amount as a Principal  Prepayment  in Full with respect to such
Mortgage Loan for all purposes hereof.

        Section  3.14 Realization Upon Defaulted Mortgage Loans.

        (a) The Master  Servicer shall  foreclose  upon or otherwise  comparably
convert  (which may include an REO  Acquisition)  the  ownership  of  properties
securing such of the Mortgage  Loans as come into and continue in default and as
to which no satisfactory  arrangements  can be made for collection of delinquent
payments pursuant to Section 3.07.  Alternatively,  the Master Servicer may take
other  actions in respect of a defaulted  Mortgage  Loan,  which may include (i)
accepting a short


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sale (a payoff of the  Mortgage  Loan for an amount  less than the total  amount
contractually  owed in order to facilitate a sale of the  Mortgaged  Property by
the Mortgagor) or permitting a short  refinancing (a payoff of the Mortgage Loan
for an  amount  less  than  the  total  amount  contractually  owed in  order to
facilitate refinancing transactions by the Mortgagor not involving a sale of the
Mortgaged Property),  (ii) arranging for a repayment plan or (iii) agreeing to a
modification   in  accordance   with  Section  3.07.  In  connection  with  such
foreclosure or other conversion or action, the Master Servicer shall, consistent
with  Section  3.11,  follow  such  practices  and  procedures  as it shall deem
necessary  or  advisable,  as shall be normal and usual in its general  mortgage
servicing activities and as shall be required or permitted by the Program Guide;
provided that the Master  Servicer shall not be liable in any respect  hereunder
if the Master  Servicer is acting in  connection  with any such  foreclosure  or
other conversion or action in a manner that is consistent with the provisions of
this Agreement.  The Master Servicer,  however,  shall not be required to expend
its own  funds  or incur  other  reimbursable  charges  in  connection  with any
foreclosure,  or attempted  foreclosure  which is not completed,  or towards the
correction  of any default on a related  senior  mortgage  loan,  or towards the
restoration of any property unless it shall determine (i) that such  restoration
and/or  foreclosure  will increase the proceeds of  liquidation  of the Mortgage
Loan to Holders of  Certificates of one or more Classes after  reimbursement  to
itself for such expenses or charges and (ii) that such expenses and charges will
be recoverable to it through Liquidation  Proceeds,  Insurance Proceeds,  or REO
Proceeds  (respecting  which it shall have priority for purposes of  withdrawals
from the  Custodial  Account  pursuant  to  Section  3.10,  whether  or not such
expenses and charges are actually recoverable from related Liquidation Proceeds,
Insurance Proceeds or REO Proceeds). In the event of such a determination by the
Master Servicer  pursuant to this Section 3.14(a),  the Master Servicer shall be
entitled to reimbursement of its funds so expended pursuant to Section 3.10.

        In addition to the  foregoing,  the Master  Servicer  shall use its best
reasonable  efforts to realize upon any  Additional  Collateral  for such of the
Additional Collateral Loans as come into and continue in default and as to which
no satisfactory  arrangements can be made for collection of delinquent  payments
pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf
of the Trustee, obtain title to any such Additional Collateral as a result of or
in lieu of the disposition  thereof or otherwise;  and provided further that (i)
the Master Servicer shall not proceed with respect to such Additional Collateral
in any manner  that would  impair the  ability to recover  against  the  related
Mortgaged  Property,  and (ii) the Master  Servicer  shall  proceed with any REO
Acquisition in a manner that preserves the ability to apply the proceeds of such
Additional  Collateral  against amounts owed under the defaulted  Mortgage Loan.
Any proceeds realized from such Additional  Collateral (other than amounts to be
released to the Mortgagor or the related guarantor in accordance with procedures
that the  Master  Servicer  would  follow in  servicing  loans  held for its own
account,  subject  to the terms  and  conditions  of the  related  Mortgage  and
Mortgage  Note  and to the  terms  and  conditions  of any  security  agreement,
guarantee  agreement,  mortgage or other agreement  governing the disposition of
the proceeds of such Additional  Collateral) shall be deposited in the Custodial
Account,  subject to  withdrawal  pursuant to Section  3.10.  Any other  payment
received by the Master Servicer in respect of such Additional  Collateral  shall
be deposited in the Custodial Account subject to withdrawal  pursuant to Section
3.10.



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<PAGE>



        In addition,  the Master  Servicer  may pursue any remedies  that may be
available in  connection  with a breach of a  representation  and warranty  with
respect to any such  Mortgage  Loan in  accordance  with Sections 2.03 and 2.04.
However,  the  Master  Servicer  is not  required  to  continue  to pursue  both
foreclosure  (or  similar  remedies)  with  respect  to the  Mortgage  Loans and
remedies in  connection  with a breach of a  representation  and warranty if the
Master Servicer determines in its reasonable  discretion that one such remedy is
more likely to result in a greater  recovery as to the Mortgage  Loan.  Upon the
occurrence of a Cash  Liquidation or REO  Disposition,  following the deposit in
the Custodial Account of all Insurance Proceeds,  Liquidation Proceeds and other
payments and recoveries  referred to in the definition of "Cash  Liquidation" or
"REO  Disposition,"  as  applicable,  upon  receipt  by the  Trustee  of written
notification of such deposit signed by a Servicing  Officer,  the Trustee or any
Custodian,  as the case may be, shall release to the Master Servicer the related
Mortgage  File and the Trustee  shall  execute and deliver such  instruments  of
transfer or  assignment  prepared by the Master  Servicer,  in each case without
recourse,  as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund.  Notwithstanding the foregoing or any other
provision of this  Agreement,  in the Master  Servicer's  sole  discretion  with
respect  to any  defaulted  Mortgage  Loan or REO  Property  as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted  Mortgage Loan or REO Property
have been  received,  and (ii) for  purposes  of  determining  the amount of any
Liquidation  Proceeds,  Insurance  Proceeds,  REO Proceeds or other  unscheduled
collections  or the amount of any Realized  Loss,  the Master  Servicer may take
into account minimal amounts of additional  receipts  expected to be received or
any  estimated  additional  liquidation  expenses  expected  to be  incurred  in
connection with the related defaulted Mortgage Loan or REO Property.

        (b) In the event that title to any Mortgaged Property is acquired by the
Trust Fund as an REO Property by foreclosure or by deed in lieu of  foreclosure,
the deed or certificate of sale shall be issued to the Trustee or to its nominee
on behalf of  Certificateholders.  Notwithstanding any such acquisition of title
and  cancellation of the related  Mortgage Loan, such REO Property shall (except
as otherwise  expressly  provided  herein) be  considered  to be an  Outstanding
Mortgage  Loan held in the Trust Fund until such time as the REO Property  shall
be  sold.  Consistent  with  the  foregoing  for  purposes  of all  calculations
hereunder so long as such REO Property  shall be considered to be an Outstanding
Mortgage Loan it shall be assumed that,  notwithstanding  that the  indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage
Note and the  related  amortization  schedule  in effect at the time of any such
acquisition  of title  (after  giving  effect to any previous  Curtailments  and
before any adjustment  thereto by reason of any bankruptcy or similar proceeding
or any moratorium or similar waiver or grace period) remain in effect.

        (c) In the event  that the  Trust  Fund  acquires  any REO  Property  as
aforesaid  or otherwise in  connection  with a default or imminent  default on a
Mortgage Loan, the Master  Servicer on behalf of the Trust Fund shall dispose of
such REO  Property  as soon as  practicable,  giving  due  consideration  to the
interests  of the  Certificateholders,  but in all cases within three full years
after the  taxable  year of its  acquisition  by the Trust Fund for  purposes of
Section 860G(a)(8) of the Code


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<PAGE>



(or such shorter period as may be necessary under  applicable  state  (including
any state in which such  property is located) law to maintain the status of each
of REMIC I, REMIC II,  REMIC III or REMIC IV as a REMIC under  applicable  state
law and avoid  taxes  resulting  from such  property  failing to be  foreclosure
property  under  applicable  state law) or, at the  expense  of the Trust  Fund,
request,  more than 60 days  before  the day on which such  grace  period  would
otherwise  expire,  an extension of such grace period unless the Master Servicer
obtains for the Trustee an Opinion of Counsel,  addressed to the Trustee and the
Master  Servicer,  to the effect  that the holding by the Trust Fund of such REO
Property subsequent to such period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause any of
REMIC I,  REMIC II,  REMIC III or REMIC IV to fail to  qualify  as a REMIC  (for
federal (or any applicable State or local) income tax purposes) at any time that
any Certificates  are outstanding,  in which case the Trust Fund may continue to
hold such REO Property  (subject to any conditions  contained in such Opinion of
Counsel).  The Master  Servicer  shall be  entitled  to be  reimbursed  from the
Custodial  Account for any costs  incurred in obtaining such Opinion of Counsel,
as  provided  in  Section  3.10.  Notwithstanding  any other  provision  of this
Agreement,  no REO  Property  acquired  by the Trust  Fund  shall be rented  (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or  pursuant  to any terms  that  would (i) cause such REO
Property  to fail to qualify as  "foreclosure  property"  within the  meaning of
Section  860G(a)(8)  of the Code or (ii) subject REMIC I, REMIC II, REMIC III or
REMIC IV to the imposition of any federal income taxes on the income earned from
such REO Property,  including any taxes imposed by reason of Section  860G(c) of
the Code,  unless the Master  Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.

        (d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation  Proceeds,  Insurance
Proceeds or REO Proceeds,  will be applied in the  following  order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section  3.10(a)(ii);  second, to the  Certificateholders  to the extent of
accrued and unpaid  interest on the Mortgage  Loan,  and any related REO Imputed
Interest,  at the Net Mortgage  Rate (or the  Modified Net Mortgage  Rate in the
case of a Modified  Mortgage  Loan),  to the Due Date in the  related Due Period
prior to the  Distribution  Date on which such  amounts  are to be  distributed;
third, to the Certificateholders as a recovery of principal on the Mortgage Loan
(or REO Property) (provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer  outstanding,  such subsequent recovery
shall be  distributed  to the  persons  who were the  Holders  of such  Class of
Certificates when it was retired); fourth, to the Master Servicer; fifth, to all
Servicing Fees and Subservicing  Fees payable therefrom (and the Master Servicer
and the Subservicer  shall have no claims for any  deficiencies  with respect to
such fees which result from the foregoing allocation); and sixth, to Foreclosure
Profits.



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        Section  3.15 Trustee to Cooperate; Release of Mortgage Files.

        (a) Upon becoming  aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master  Servicer of a notification  that payment in full
will be escrowed in a manner  customary for such purposes,  the Master  Servicer
will  immediately  notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a  certification  of a Servicing  Officer (which  certification
shall  include a  statement  to the effect  that all  amounts  received or to be
received in  connection  with such payment which are required to be deposited in
the  Custodial  Account  pursuant  to  Section  3.07  have  been  or  will be so
deposited),  substantially  in one of the forms  attached  hereto  as  Exhibit G
requesting   delivery  to  it  of  the  Mortgage  File.  Upon  receipt  of  such
certification  and request,  the Trustee shall  promptly  release,  or cause the
Custodian to release,  the related  Mortgage  File to the Master  Servicer.  The
Master  Servicer  is  authorized  to execute and  deliver to the  Mortgagor  the
request for  reconveyance,  deed of  reconveyance  or release or satisfaction of
mortgage or such  instrument  releasing the lien of the Mortgage,  together with
the Mortgage Note with, as appropriate, written evidence of cancellation thereon
and to cause the removal  from the  registration  on the MERS(R)  System of such
Mortgage  and to  execute  and  deliver,  on  behalf  of  the  Trustee  and  the
Certificateholders  or any of them, any and all  instruments of  satisfaction or
cancellation  or of  partial  or full  release,  including  any  applicable  UCC
termination  statements.  No expenses incurred in connection with any instrument
of  satisfaction  or deed of  reconveyance  shall be chargeable to the Custodial
Account or the Certificate Account.

        (b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee,  a certificate of a Servicing Officer  substantially in one
of the forms attached as Exhibit G hereto, requesting that possession of all, or
any document  constituting  part of, the Mortgage File be released to the Master
Servicer and  certifying as to the reason for such release and that such release
will not invalidate any insurance  coverage  provided in respect of the Mortgage
Loan under any Required  Insurance  Policy.  Upon receipt of the foregoing,  the
Trustee shall deliver,  or cause the Custodian to deliver,  the Mortgage File or
any document  therein to the Master  Servicer.  The Master  Servicer shall cause
each  Mortgage  File or any  document  therein so released to be returned to the
Trustee, or the Custodian as agent for the Trustee when the need therefor by the
Master  Servicer  no  longer  exists,  unless  (i) the  Mortgage  Loan  has been
liquidated and the Liquidation  Proceeds relating to the Mortgage Loan have been
deposited in the  Custodial  Account or (ii) the Mortgage  File or such document
has been  delivered  directly or through a Subservicer  to an attorney,  or to a
public  trustee or other  public  official as required by law,  for  purposes of
initiating or pursuing legal action or other  proceedings for the foreclosure of
the  Mortgaged  Property  either  judicially or  non-judicially,  and the Master
Servicer  has  delivered  directly  or through a  Subservicer  to the  Trustee a
certificate of a Servicing Officer  certifying as to the name and address of the
Person to which  such  Mortgage  File or such  document  was  delivered  and the
purpose or  purposes  of such  delivery.  In the event of the  liquidation  of a
Mortgage  Loan,  the Trustee  shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation  Proceeds
in the Custodial Account.

     (c) The  Trustee or the  Master  Servicer  on the  Trustee's  behalf  shall
execute and deliver


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to the  Master  Servicer,  if  necessary,  any  court  pleadings,  requests  for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a  Mortgaged  Property  or to any legal  action  brought to obtain
judgment  against any  Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment,  or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise  available at law or in equity.  Together
with such documents or pleadings (if signed by the Trustee), the Master Servicer
shall deliver to the Trustee a  certificate  of a Servicing  Officer  requesting
that such pleadings or documents be executed by the Trustee and certifying as to
the reason such  documents or pleadings  are required and that the execution and
delivery thereof by the Trustee will not invalidate any insurance coverage under
any Required  Insurance Policy or invalidate or otherwise affect the lien of the
Mortgage,  except  for the  termination  of such a lien upon  completion  of the
foreclosure or trustee's sale.

        Section  3.16 Servicing and Other Compensation; Compensating Interest.

        (a) The Master Servicer,  as compensation for its activities  hereunder,
shall be entitled to receive on each  Distribution Date the amounts provided for
by clauses (iii),  (iv), (v) and (vi) of Section 3.10(a),  subject to clause (e)
below. The amount of servicing  compensation  provided for in such clauses shall
be accounted for on a Mortgage  Loan-by-Mortgage  Loan basis.  In the event that
Liquidation  Proceeds,  Insurance  Proceeds  and REO  Proceeds  (net of  amounts
reimbursable  therefrom  pursuant to Section  3.10(a)(ii))  in respect of a Cash
Liquidation  or REO  Disposition  exceed  the unpaid  principal  balance of such
Mortgage  Loan plus  unpaid  interest  accrued  thereon  (including  REO Imputed
Interest)  at a per annum rate equal to the  related Net  Mortgage  Rate (or the
Modified Net Mortgage Rate in the case of a Modified  Mortgage Loan), the Master
Servicer  shall be entitled to retain  therefrom and to pay to itself and/or the
related   Subservicer,   any  Foreclosure  Profits  and  any  Servicing  Fee  or
Subservicing Fee considered to be accrued but unpaid.

        (b) Additional servicing compensation in the form of prepayment charges,
assumption  fees,  late  payment  charges,  investment  income on amounts in the
Custodial  Account or the Certificate  Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.

        (c) The Master  Servicer  shall be required to pay, or cause to be paid,
all  expenses  incurred  by it  in  connection  with  its  servicing  activities
hereunder (including payment of premiums for the Primary Insurance Policies,  if
any,  to the extent  such  premiums  are not  required to be paid by the related
Mortgagors,  and the fees and  expenses of the Trustee  and any  Custodian)  and
shall not be entitled to reimbursement  therefor except as specifically provided
in Sections 3.10 and 3.14.

        (d) The Master  Servicer's right to receive  servicing  compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its  responsibilities  and  obligations of the Master Servicer under this
Agreement.

        (e)  Notwithstanding  clauses (a) and (b) above, the amount of servicing
compensation  that the Master  Servicer  shall be  entitled  to receive  for its
activities hereunder for the period ending on


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each  Distribution Date shall be reduced (but not below zero) by an amount equal
to  Compensating  Interest (if any) for such  Distribution  Date. Such reduction
shall be applied during such period as follows:  first,  to any Servicing Fee or
Subservicing  Fee to which the Master  Servicer is entitled  pursuant to Section
3.10(a)(iii);  second,  to any income or gain  realized  from any  investment of
funds  held in the  Custodial  Account or the  Certificate  Account to which the
Master   Servicer  is  entitled   pursuant  to  Sections   3.07(c)  or  4.01(b),
respectively;  and third, to any amounts of servicing  compensation to which the
Master  Servicer is entitled  pursuant to Section  3.10(a)(v) or (vi). In making
such reduction, the Master Servicer will not withdraw from the Custodial Account
any such amount  representing  all or a portion of the Servicing Fee to which it
is entitled  pursuant to Section  3.10(a)(iii);  (ii) will not withdraw from the
Custodial Account or Certificate Account any such amount to which it is entitled
pursuant  to Section  3.07(c) or 4.01(b)  and (iii) will not  withdraw  from the
Custodial  Account  any such  amount of  servicing  compensation  to which it is
entitled   pursuant  to  Section   3.10(a)(v)  or  (vi).  With  respect  to  any
Distribution Date, (i) Compensating  Interest derived from Loan Group I shall be
used on such  Distribution Date to cover any Prepayment  Interest  Shortfalls on
the Group I Loans, (ii)  Compensating  Interest derived from Loan Group II shall
be used on such Distribution Date to cover any Prepayment Interest Shortfalls on
the Group II Loans and (iii)  Compensating  Interest derived from Loan Group III
shall  be used on  such  Distribution  Date to  cover  any  Prepayment  Interest
Shortfalls on the Group III Loans.

        Section 3.17 Reports to the Trustee and the Depositor.

        Not later than fifteen  days after each  Distribution  Date,  the Master
Servicer  shall forward to the Trustee and the Depositor a statement,  certified
by a Servicing Officer,  setting forth the status of the Custodial Account as of
the close of business on such  Distribution  Date as it relates to the  Mortgage
Loans and showing,  for the period covered by such  statement,  the aggregate of
deposits in or withdrawals from the Custodial Account in respect of the Mortgage
Loans for each  category of deposit  specified in Section 3.07 and each category
of withdrawal specified in Section 3.10.

        Section  3.18 Annual Statement as to Compliance.

        The Master  Servicer will deliver to the Depositor and the Trustee on or
before March 31 of each year,  beginning  with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof,  that (i) a review of the activities of the Master Servicer
during the preceding  calendar  year related to its servicing of mortgage  loans
and of its  performance  under the pooling and servicing  agreements,  including
this Agreement, has been made under such officers' supervision, (ii) to the best
of such  officers'  knowledge,  based on such  review,  the Master  Servicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material  obligations in all material respects  throughout such year,
or, if there has been material  noncompliance with such servicing standards or a
default in the  fulfillment  in all  material  respects  of any such  obligation
relating to this  Agreement,  such statement shall include a description of such
noncompliance  or specify each such  default,  as the case may be, known to such
officer  and the  nature  and  status  thereof  and  (iii)  to the  best of such
officers' knowledge, each Subservicer has


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complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations under its Subservicing Agreement in all material
respects throughout such year, or if there has been material  noncompliance with
such  servicing  standards  or a  material  default in the  fulfillment  of such
obligations relating to this Agreement,  specifying such statement shall include
a description of such  noncompliance  or specify each such default,  as the case
may be, known to such officer and the nature and status thereof.

        Section  3.19 Annual Independent Public Accountants' Servicing Report.

        On or before  March 31 of each year,  beginning  with the first March 31
that occurs at least six months after the Cut-off Date,  the Master  Servicer at
its expense shall cause a firm of independent  public accountants which shall be
members of the American  Institute of Certified Public  Accountants to furnish a
report to the Depositor  and the Trustee  stating its opinion that, on the basis
of an  examination  conducted  by such firm  substantially  in  accordance  with
standards established by the American Institute of Certified Public Accountants,
the  assertions  made  pursuant to Section 3.18  regarding  compliance  with the
minimum servicing  standards set forth in the Uniform Single Attestation Program
for Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects,  subject to such exceptions and other qualifications that, in
the opinion of such firm, such  accounting  standards  require it to report.  In
rendering  such  statement,  such firm may rely,  as to matters  relating to the
direct servicing of mortgage loans by Subservicers,  upon comparable  statements
for examinations  conducted by independent public  accountants  substantially in
accordance  with standards  established  by the American  Institute of Certified
Public Accountants  (rendered within one year of such statement) with respect to
such Subservicers.

        Section 3.20 Right of the Depositor in Respect of the Master Servicer.

        The Master Servicer shall afford the Depositor,  upon reasonable notice,
during  normal  business  hours access to all records  maintained  by the Master
Servicer  in  respect  of its rights  and  obligations  hereunder  and access to
officers of the Master Servicer responsible for such obligations.  Upon request,
the Master  Servicer shall furnish the Depositor with its most recent  financial
statements and such other information as the Master Servicer possesses regarding
its business,  affairs,  property and  condition,  financial or  otherwise.  The
Master   Servicer  shall  also  cooperate  with  all  reasonable   requests  for
information  including,  but not limited to, notices, tapes and copies of files,
regarding  itself,  the Mortgage  Loans or the  Certificates  from any Person or
Persons identified by the Depositor or Residential  Funding.  The Depositor may,
but is not obligated to perform,  or cause a designee to perform,  any defaulted
obligation of the Master Servicer hereunder or exercise the rights of the Master
Servicer  hereunder;  provided that the Master Servicer shall not be relieved of
any of its obligations  hereunder by virtue of such performance by the Depositor
or its designee.  The Depositor shall not have the  responsibility  or liability
for any action or failure to act by the Master  Servicer and is not obligated to
supervise  the  performance  of the  Master  Servicer  under this  Agreement  or
otherwise.



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                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

        Section  4.01 Certificate Account.

        (a) The Master  Servicer  acting as agent of the Trustee shall establish
and maintain a Certificate  Account in which the Master  Servicer shall cause to
be  deposited  on behalf of the Trustee on or before 2:00 P.M.  New York time on
each Certificate Account Deposit Date by wire transfer of immediately  available
funds  an  amount  equal  to the sum of (i)  any  Advance  for  the  immediately
succeeding  Distribution  Date,  (ii) any amount required to be deposited in the
Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be
deposited  in the  Certificate  Account  pursuant to Section  3.16(e) or Section
4.07,  (iv) any amount required to be paid pursuant to Section 9.01, and (v) all
other  amounts  constituting  the  Group I,  Group II and  Group  III  Available
Distribution Amount for the immediately succeeding Distribution Date.

        (b) The Trustee shall,  upon written  request from the Master  Servicer,
invest or cause the institution  maintaining  the Certificate  Account to invest
the funds in the Certificate Account in Permitted Investments  designated in the
name of the  Trustee  for the  benefit of the  Certificateholders,  which  shall
mature not later than the Business Day next preceding the Distribution Date next
following  the date of such  investment  (except that (i) any  investment in the
institution with which the Certificate  Account is maintained may mature on such
Distribution  Date and (ii) any other investment may mature on such Distribution
Date  if the  Trustee  shall  advance  funds  on such  Distribution  Date to the
Certificate   Account  in  the  amount  payable  on  such   investment  on  such
Distribution  Date,  pending  receipt  thereof to the extent  necessary  to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. All income and gain realized from any such investment shall be for the
benefit of the Master  Servicer and shall be subject to its  withdrawal or order
from time to time.  The  amount of any  losses  incurred  in respect of any such
investments shall be deposited in the Certificate Account by the Master Servicer
out of its own funds immediately as realized.

        Section  4.02 Distributions.

        (a) On each  Distribution  Date (x) the Master Servicer on behalf of the
Trustee  or (y) the  Paying  Agent  appointed  by the  Trustee  based  solely on
information   provided  by  the  Master  Servicer,   shall  distribute  to  each
Certificateholder  of record on the next  preceding  Record  Date (other than as
provided  in  Section  9.01  respecting  the  final   distribution)   either  in
immediately  available  funds (by wire  transfer or otherwise) to the account of
such  Certificateholder at a bank or other entity having appropriate  facilities
therefor,  if such  Certificateholder has so notified the Master Servicer or the
Paying  Agent,  as the case may be,  or,  if such  Certificateholder  has not so
notified the Master  Servicer or the Paying  Agent by the Record Date,  by check
mailed to such  Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's  share (which share shall be based
on the aggregate of the Percentage Interests represented by Certificates of the


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applicable Class held by such Holder) of the following amounts, in the following
order of priority  (subject to the provisions of Section 4.02(b) below), in each
case to the extent of the Group I, Group II and Group III Available Distribution
Amount:

               (i) (X) from the Group I Available  Distribution  Amount,  to the
        Group I Senior Certificates (other than the Class AP-I Certificates), on
        a pro rata basis based on the Accrued  Certificate  Interest  payable on
        such  Classes  of  Certificates  for such  Distribution  Date,  plus any
        Accrued Certificate  Interest thereon remaining unpaid from any previous
        Distribution  Date  except as  provided  in the last  paragraph  of this
        Section 4.02(a) (the "Group I Senior Interest Distribution Amount");

                      (Y) from the Group II Available  Distribution  Amount,  to
               the  Group II Senior  Certificates  (other  than the Class  AP-II
               Certificates),   on  a  pro  rata  basis  based  on  the  Accrued
               Certificate  Interest payable on such Classes of Certificates for
               such  Distribution  Date, plus any Accrued  Certificate  Interest
               thereon  remaining  unpaid from any  previous  Distribution  Date
               except as provided in the last paragraph of this Section  4.02(a)
               (the "Group II Senior Interest Distribution Amount");

                      (Z) from the Group III Available  Distribution  Amount, to
               the Group III Senior  Certificates,  on a pro rata basis based on
               Accrued   Certificate   Interest   payable  on  such  Classes  of
               Certificates  for  such  Distribution   Date,  plus  any  Accrued
               Certificate  Interest thereon  remaining unpaid from any previous
               Distribution  Date except as provided  in the last  paragraph  of
               this Section 4.02(a) (the "Group III Senior Interest Distribution
               Amount"); and

               (ii)  (X)  to  the  Class  AP-I   Certificates   or  Class  AP-II
        Certificates, as applicable, the related Class AP Principal Distribution
        Amount (as defined in Section 4.02(b)(i) herein); and

                      (Y) to the  related  Senior  Certificates  (other than the
               Class AP-I  Certificates  and Class AP-II  Certificates),  in the
               priorities and amounts set forth in Section  4.02(b)(ii)  through
               (iv), the sum of the following (applied to reduce the Certificate
               Principal Balances of such Senior Certificates, as applicable):

                      (A) the related Senior  Percentage  for such  Distribution
               Date times the sum of the following:

                             (i) the principal  portion of each Monthly  Payment
                      due during  the  related  Due  Period on each  Outstanding
                      Mortgage Loan (other than the related Discount Fraction of
                      the  principal  portion of such  payment with respect to a
                      related Discount Mortgage Loan) in the related Loan Group,
                      whether  or  not  received  on or  prior  to  the  related
                      Determination  Date,  minus the  principal  portion of any
                      Debt Service Reduction (other than the related


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                      Discount  Fraction of the  principal  portion of such Debt
                      Service  Reductions with respect to each related  Discount
                      Mortgage   Loan)  which   together   with  other   related
                      Bankruptcy Losses exceeds the related Bankruptcy Amount;

                             (ii) the Stated  Principal  Balance of any Mortgage
                      Loan in the  related  Loan  Group  repurchased  during the
                      preceding  calendar  month  (or  deemed  to  have  been so
                      repurchased in accordance with Section  3.07(b))  pursuant
                      to Sections 2.02,  2.03,  2.04 or 4.07 of this  Agreement,
                      and the amount of any shortfall deposited in the Custodial
                      Account in connection  with the  substitution of a Deleted
                      Mortgage  Loan  pursuant  to Section  2.03 or 2.04 of this
                      Agreement during the preceding  calendar month (other than
                      the related  Discount  Fraction  of such Stated  Principal
                      Balance or shortfall with respect to each related Discount
                      Mortgage Loan); and

                             (iii)   the   principal   portion   of  all   other
                      unscheduled  collections  with respect to the related Loan
                      Group  (other  than  Principal  Prepayments  in  Full  and
                      Curtailments  and amounts  received in  connection  with a
                      Cash  Liquidation  or REO  Disposition  of a Mortgage Loan
                      described  in Section  4.02(a)(ii)(B),  including  without
                      limitation  Insurance Proceeds,  Liquidation  Proceeds and
                      REO Proceeds) received during the preceding calendar month
                      (or deemed to have been so  received  in  accordance  with
                      Section  3.07(b))  to the  extent  applied  by the  Master
                      Servicer  as   recoveries  of  principal  of  the  related
                      Mortgage  Loan  pursuant  to Section  3.14 (other than the
                      related Discount Fraction of the principal portion of such
                      unscheduled  collections,  with  respect  to each  related
                      Discount Mortgage Loan);

                      (B) with respect to each Mortgage Loan in the related Loan
               Group for which a Cash Liquidation or a REO Disposition  occurred
               during  the  preceding  calendar  month  (or was  deemed  to have
               occurred during such period in accordance  with Section  3.07(b))
               and did not result in any Excess Special  Hazard  Losses,  Excess
               Bankruptcy Losses,  Excess Fraud Losses or Extraordinary  Losses,
               an  amount  equal  to  the  lesser  of  (a)  the  related  Senior
               Percentage for such  Distribution Date times the Stated Principal
               Balance of such  Mortgage  Loan (other than the related  Discount
               Fraction of such Stated  Principal  Balance  with respect to each
               related  Discount  Mortgage  Loan)  and  (b) the  related  Senior
               Accelerated  Distribution  Percentage for such  Distribution Date
               times the  related  unscheduled  collections  (including  without
               limitation  Insurance  Proceeds,  Liquidation  Proceeds  and  REO
               Proceeds)  to the  extent  applied  by  the  Master  Servicer  as
               recoveries of principal of the related  Mortgage Loan pursuant to
               Section  3.14 (in  each  case  other  than  the  portion  of such
               unscheduled  collections,  with  respect  to a  related  Discount
               Mortgage  Loan,   included  in  Section   4.02(b)(i)(3)  of  this
               Agreement);

                    (C) the related Senior Accelerated  Distribution  Percentage
               for such


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               Distribution   Date  times  the   aggregate   of  all   Principal
               Prepayments in Full received in the related Prepayment Period and
               Curtailments  with respect to the related Loan Group  received in
               the  preceding  calendar  month (other than the related  Discount
               Fraction of such Principal  Prepayments in Full and  Curtailments
               with respect to each related Discount Mortgage Loan);

                      (D) any Excess  Subordinate  Principal Amount allocated to
               the related  Loan Group but only to the extent of Eligible  Funds
               in the related Loan Group for such Distribution Date; and

                      (E) any amounts described in subsection (ii),  clauses (Y)
               (A), (B) and (C) of this Section  4.02(a),  as determined for any
               previous Distribution Date, which remain unpaid after application
               of amounts previously  distributed pursuant to this clause (E) to
               the extent  that such  amounts are not  attributable  to Realized
               Losses  which  have been  allocated  to the  related  Subordinate
               Certificates; and

                      (F) to the Holders of the Group I  Certificates,  Group II
               Certificates or Group III  Certificates,  as applicable,  amounts
               required to be distributed pursuant to Section 4.02(c);

               (iii) to the Holders of the Class  M-I-1,  Class M-II-1 and Class
        M-III-1  Certificates,  as applicable,  the Accrued Certificate Interest
        thereon  for  such  Distribution  Date,  plus  any  Accrued  Certificate
        Interest thereon remaining unpaid from any previous  Distribution  Date,
        except as provided below;

               (iv) to the Holders of the Class  M-I-1,  Class  M-II-1 and Class
        M-III-1  Certificates,  as  applicable,  an  amount  equal  to  (x)  the
        Subordinate Principal Distribution Amount for such Class of Certificates
        for such  Distribution  Date,  applied in reduction  of the  Certificate
        Principal  Balance of the Class M-I-1,  Class  M-II-1 and Class  M-III-1
        Certificates;

               (v) to the  Holders of the Class  M-I-2,  Class  M-II-2 and Class
        M-III-2  Certificates,  as applicable,  the Accrued Certificate Interest
        thereon  for  such  Distribution  Date,  plus  any  Accrued  Certificate
        Interest thereon remaining unpaid from any previous  Distribution  Date,
        except as provided below;

               (vi) to the Holders of the Class  M-I-2,  Class  M-II-2 and Class
        M-III-2  Certificates,  as  applicable,  an  amount  equal  to  (x)  the
        Subordinate Principal Distribution Amount for such Class of Certificates
        for such  Distribution  Date,  applied in reduction  of the  Certificate
        Principal  Balance of the Class M-I-2,  Class  M-II-2 and Class  M-III-2
        Certificates;

               (vii) to the Holders of the Class  M-I-3,  Class M-II-3 and Class
        M-III-3  Certificates,  as applicable,  the Accrued Certificate Interest
        thereon  for  such  Distribution  Date,  plus  any  Accrued  Certificate
        Interest thereon remaining unpaid from any previous Distribution Date,


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        except as provided below;

               (viii) to the Holders of the Class M-I-3,  Class M-II-3 and Class
        M-III-3  Certificates,  as  applicable,  an  amount  equal  to  (x)  the
        Subordinate Principal Distribution Amount for such Class of Certificates
        for such  Distribution  Date,  applied in reduction  of the  Certificate
        Principal  Balance of the Class M-I-3,  Class  M-II-3 and Class  M-III-3
        Certificates;

               (ix) to the Holders of the Class  B-I-1,  Class  B-II-1 and Class
        B-III-1  Certificates,  as applicable,  the Accrued Certificate Interest
        thereon  for  such  Distribution  Date,  plus  any  Accrued  Certificate
        Interest thereon remaining unpaid from any previous  Distribution  Date,
        except as provided below;

               (x) to the  Holders of the Class  B-I-1,  Class  B-II-1 and Class
        B-III-1  Certificates,  as  applicable,  an  amount  equal  to  (x)  the
        Subordinate Principal Distribution Amount for such Class of Certificates
        for such  Distribution  Date,  applied in reduction  of the  Certificate
        Principal  Balance of the Class B-I-1,  Class  B-II-1 and Class  B-III-1
        Certificates;

               (xi) to the Holders of the Class  B-I-2,  Class  B-II-2 and Class
        B-III-2  Certificates,  as applicable,  the Accrued Certificate Interest
        thereon  for  such  Distribution  Date,  plus  any  Accrued  Certificate
        Interest thereon remaining unpaid from any previous  Distribution  Date,
        except as provided below;

               (xii) to the Holders of the Class  B-I-2,  Class B-II-2 and Class
        B-III-2  Certificates,  as  applicable,  an  amount  equal  to  (x)  the
        Subordinate Principal Distribution Amount for such Class of Certificates
        for such  Distribution  Date,  applied in reduction  of the  Certificate
        Principal  Balance of the Class B-I-2,  Class  B-II-2 and Class  B-III-2
        Certificates;

               (xiii) to the Holders of the Class B-I-3,  Class B-II-3 and Class
        B-III-3 Certificates,  as applicable, an amount equal to (x) the Accrued
        Certificate  Interest  thereon  for  such  Distribution  Date,  plus any
        Accrued Certificate  Interest thereon remaining unpaid from any previous
        Distribution Date, except as provided below;

               (xiv) to the Holders of the Class  B-I-3,  Class B-II-3 and Class
        B-III-3 Certificates,  as applicable, an amount equal to the Subordinate
        Principal  Distribution  Amount for such Class of Certificates  for such
        Distribution Date;

               (xv) to the related  Senior  Certificates,  in the  priority  set
        forth in Section 4.02(b),  the portion, if any, of the related Available
        Distribution Amount remaining after the foregoing distributions, applied
        to  reduce  the   Certificate   Principal   Balances   of  such   Senior
        Certificates, but in no event more than the aggregate of the outstanding
        Certificate   Principal   Balances   of  each   such   Class  of  Senior
        Certificates,  and  thereafter,  to each  Class of  related  Subordinate
        Certificates then outstanding beginning with such Class with the Highest
        Priority,  any  portion of the  related  Available  Distribution  Amount
        remaining after the related


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        Senior Certificates have been retired, applied to reduce the Certificate
        Principal Balance of each such Class of Subordinate Certificates, but in
        no event more than the outstanding Certificate Principal Balance of each
        such Class of Subordinate Certificates; and

               (xvi) to the Class R-IV Certificates, the balance, if any, of the
        related Available Distribution Amount.

        Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate  Certificates are no longer
outstanding,  the Senior  Certificates,  Accrued  Certificate  Interest  thereon
remaining unpaid from any previous  Distribution Date will be distributable only
to the extent that such unpaid Accrued Certificate  Interest was attributable to
interest  shortfalls  relating to the failure of the Master Servicer to make any
required Advance,  or the determination by the Master Servicer that any proposed
Advance would be a  Nonrecoverable  Advance with respect to the related Mortgage
Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation
or REO Disposition or the related Liquidation  Proceeds,  Insurance Proceeds and
REO Proceeds have not yet been distributed to the Certificateholders.

        (b)  Distributions  of  principal  on the  Senior  Certificates  on each
Distribution  Date occurring prior to the Credit Support  Depletion Date will be
made as follows:

               (i) to the Class AP-I  Certificates and Class AP-II  Certificates
        from the Group I Available  Distribution  Amount and Group II  Available
        Distribution  Amount,  respectively,  until  the  Certificate  Principal
        Balance  thereof is reduced to zero,  an amount (the  related  "Class AP
        Principal Distribution Amount") equal to the aggregate of:

                             (1) the related Discount  Fraction of the principal
                      portion of each Monthly  Payment on each related  Discount
                      Mortgage  Loan due during the related Due Period,  whether
                      or not  received on or prior to the related  Determination
                      Date, minus the related Discount Fraction of the principal
                      portion  of  any  related  Debt  Service  Reduction  which
                      together with other related  Bankruptcy Losses exceeds the
                      related Bankruptcy Amount;

                             (2) the related Discount  Fraction of the principal
                      portion of all  unscheduled  collections  on each  related
                      Discount  Mortgage  Loan  received  during  the  preceding
                      calendar month or, in the case of Principal Prepayments in
                      Full,  during the related  Prepayment  Period  (other than
                      amounts  received in connection with a Cash Liquidation or
                      REO  Disposition  of  a  related  Discount  Mortgage  Loan
                      described  in  clause  (3)  below),   including  Principal
                      Prepayments   in  Full,   Curtailments   and   repurchases
                      (including repurchases deemed to have occurred during such
                      period in  accordance  with  Section  3.07(b))  of related
                      Discount Mortgage Loans(or,  in the case of a substitution
                      of a related Deleted  Mortgage Loan, the related  Discount
                      Fraction of the


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<PAGE>



                    amount of any shortfall  deposited in the Custodial  Account
                    in connection with such substitution);

                             (3) in connection with the Cash  Liquidation or REO
                      Disposition of a related  Discount  Mortgage Loan that did
                      not result in any Excess  Special  Hazard  Losses,  Excess
                      Fraud Losses,  Excess  Bankruptcy  Losses or Extraordinary
                      Losses,   an  amount  equal  to  the  lesser  of  (1)  the
                      applicable  Discount  Fraction  of  the  Stated  Principal
                      Balance of such related Discount Mortgage Loan immediately
                      prior  to such  Distribution  Date  and (2) the  aggregate
                      amount  of  the  collections  on  such  related   Discount
                      Mortgage  Loan to the  extent  applied  as  recoveries  of
                      principal;

                             (4) any  amounts  allocable  to  principal  for the
                      related  Loan  Group for any  previous  Distribution  Date
                      (calculated  pursuant  to clauses  (1)  through (3) above)
                      that remain undistributed; and

                             (5) the amount of any related  Class AP  Collection
                      Shortfalls  for such  Distribution  Date and the amount of
                      any such Class AP Collection  Shortfalls  remaining unpaid
                      for  all  previous  Distribution  Dates,  but  only to the
                      extent of the Eligible Funds in the related Loan Group for
                      such Distribution Date;

               (ii) the following  amounts shall be  distributed  to the Group I
        Senior  Certificates  (other than the Class A-I-3 Certificates and Class
        AP-I Certificates) as follows:

                      (A) the Group I Senior Principal Distribution Amount shall
               be  distributed  to the Class  R-I  Certificates  and Class  R-IV
               Certificates,  concurrently,  on a pro rata  basis,  in each case
               until the Certificate  Principal Balance thereof has been reduced
               to zero; and

                      (B)  the   balance   of  the  Group  I  Senior   Principal
               Distribution Amount shall be distributed  concurrently,  on a pro
               rata  basis,  to the Class  A-I-1  Certificates  and Class  A-I-2
               Certificates,  in  each  case  until  the  Certificate  Principal
               Balance thereof has been reduced to zero.

               (iii) the following  amounts shall be distributed to the Group II
        Senior  Certificates  (other  than  the  Class  AP-II  Certificates)  as
        follows:

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

                    (B)  the   balance   of  the  Group  II   Senior   Principal
               Distribution Amount shall


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<PAGE>



               be  distributed  to  the  Class  A-II  Certificates,   until  the
               Certificate Principal Balance thereof has been reduced to zero.

               (iv) the Group III Senior Principal  Distribution Amount shall be
        distributed  sequentially,  to the Class  R-III  Certificates  and Class
        A-III Certificates, in each case until the Certificate Principal Balance
        thereof has been reduced to zero.

               (v) On or after the  occurrence of the Credit  Support  Depletion
        Date, all priorities  relating to  distributions as described in Section
        4.02(b)  of this  Agreement  in respect  of  principal  among the Senior
        Certificates  (other  than the Class  A-I-3,  Class AP-I and Class AP-II
        Certificates) will be disregarded,  and (i) the remaining Group I Senior
        Principal  Distribution  Amount  will  be  distributed  to the  Group  I
        Certificates  (other than the Class A-I- 3  Certificates  and Class AP-I
        Certificates)  pro rata in accordance with their respective  outstanding
        Certificate  Principal  Balances,  (ii) the  remaining  Group II  Senior
        Principal  Distribution  Amount  will be  distributed  to the  Group  II
        Certificates  (other  than the  Class AP- II  Certificates)  pro rata in
        accordance  with  their  respective  outstanding  Certificate  Principal
        Balances,  (iii) the remaining Group III Senior  Principal  Distribution
        Amount will be  distributed  to the Group III  Certificates  pro rata in
        accordance  with  their  respective  outstanding  Certificate  Principal
        Balances,  (iv) the related Senior Interest  Distribution Amount will be
        distributed as described in Section  4.02(a)(i)(X),  (Y) and (Z) and (v)
        an  amount  equal to the  related  Discount  Fraction  of the  principal
        portion of scheduled  payments and unscheduled  collections  received or
        advanced  in  respect  of  related  Discount   Mortgage  Loans  will  be
        distributed to the Class AP-I Certificates and Class AP-II Certificates,
        as applicable.

        (c) In  addition to the  foregoing  distributions,  with  respect to any
Mortgage Loan that was  previously  the subject of a Cash  Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such  Realized  Loss was  determined  to have  occurred the
Master Servicer receives amounts which the Master Servicer  reasonably  believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously  reserved to cover estimated
expenses specifically related to such Mortgage Loan (including,  but not limited
to,  recoveries  (net of any  related  liquidation  expenses)  in respect of the
representations  and  warranties  made by the  related  Seller  pursuant  to the
applicable  Seller's  Agreement),  the Master  Servicer  shall  distribute  such
amounts to the Class or Classes to which such Realized Loss was allocated  (with
the  amounts  to be  distributed  allocated  among  such  Classes  in  the  same
proportions as such Realized Loss was allocated),  and within each such Class to
the Certificateholders of record as of the Record Date immediately preceding the
date of such  distribution  (or if  such  Class  of  Certificates  is no  longer
outstanding,  to the Certificateholders of record at the time that such Realized
Loss was allocated) with respect to the Certificates of any Class, on a pro rata
basis based on the Percentage  Interest  represented by each Certificate of such
Class as of such Record Date; provided that no such distribution to any Class of
Certificates of subsequent  recoveries  related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the


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<PAGE>



related Realized Loss that was allocated to such Class of Certificates.

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

        (e) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final  distribution with respect to any Class of Certificates
will be made on the next Distribution  Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution,  notify the
Trustee and the Trustee  shall,  no later than two (2) Business  Days after such
Determination  Date,  mail  on  such  date  to each  Holder  of  such  Class  of
Certificates a notice to the effect that: (i) the Trustee  anticipates  that the
final  distribution  with respect to such Class of Certificates  will be made on
such  Distribution  Date  but  only  upon  presentation  and  surrender  of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their   Certificates   pursuant  to  Section  9.01(c)  do  not  surrender  their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such  Certificates to be withdrawn from the Certificate  Account
and   credited   to  a  separate   escrow   account  for  the  benefit  of  such
Certificateholders as provided in Section 9.01(d).

        Section  4.03 Statements to Certificateholders.

        (a) The Master  Servicer shall forward to the Trustee no later than 5:00
P.M. New York time on the second Business Day prior to each  Distribution  Date,
and the Trustee shall on such  Distribution  Date make available  electronically
via  the   Trustee's   internet   website   which  is   presently   located   at
https://www.corporatetrust.db.com/invr,  or  for  persons  unable  to  use  this
website by mail by contacting the investor relations desk at (800) 735-7777,  to
each  Holder  and  the  Depositor,  a  statement  setting  forth  the  following
information  as to  each  Class  of  Certificates,  in each  case to the  extent
applicable:

               (i) (A) the amount of such distribution to the Certificateholders
        of such  Class  applied  to reduce  the  Certificate  Principal  Balance
        thereof,  and (B) the aggregate  amount  included  therein  representing
        Principal Prepayments;

          (ii) the  amount of such  distribution  to  Holders  of such  Class of
     Certificates allocable to interest;



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<PAGE>



               (iii)  if the  distribution  to the  Holders  of  such  Class  of
        Certificates is less than the full amount that would be distributable to
        such Holders if there were  sufficient  funds  available  therefor,  the
        amount of the shortfall;

               (iv) the  amount  of any  Advance  by the  Master  Servicer  with
        respect to the Group I, Group II and Group III Loans pursuant to Section
        4.04;

               (v) the  number of Group I,  Group II and Group III Loans and the
        Stated  Principal  Balance  after giving effect to the  distribution  of
        principal on such Distribution Date;

               (vi) the aggregate Certificate Principal Balance of each Class of
        the Certificates, after giving effect to the amounts distributed on such
        Distribution Date,  separately  identifying any reduction thereof due to
        Realized  Losses  other  than  pursuant  to an  actual  distribution  of
        principal;

               (vii) on the basis of the most recent reports  furnished to it by
        Subservicers,  the number and aggregate  principal  balances of Group I,
        Group II and Group III Loans that are Delinquent (A) one month,  (B) two
        months  and (C)  three  or more  months  and the  number  and  aggregate
        principal  balance  of Group I, Group II and Group III Loans that are in
        foreclosure;

          (viii) the number,  aggregate  principal balance and book value of any
     REO Properties;

               (ix) the aggregate Accrued Certificate Interest remaining unpaid,
        if any,  for each  Class of  Certificates,  after  giving  effect to the
        distribution made on such Distribution Date;

               (x) the aggregate amount of Realized Losses for such Distribution
        Date and the aggregate  amount of Realized  Losses on the Group I, Group
        II and Group III Loans incurred since the Cut-off Date;

               (xi) the Special Hazard Amount,  Bankruptcy Amount and Fraud Loss
        Amount  as of the  close of  business  on such  Distribution  Date and a
        description of any change in the calculation of such amounts;

          (xii) the  Pass-Through  Rate on each  Class of  Certificates  and the
     Weighted Average Net Mortgage Rate;

               (xiii)  the number and  aggregate  principal  balance of Group I,
        Group II and Group III Loans repurchased under Section 4.07;

          (xiv) the aggregate amount of any recoveries on previously  foreclosed
     loans  from  Residential  Funding  due to a  breach  of  representation  or
     warranty;


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<PAGE>




               (xv) the weighted average remaining term to maturity of the Group
        I,  Group II and Group  III Loans  after  giving  effect to the  amounts
        distributed on such Distribution Date; and

               (xvi) the weighted  average  Mortgage Rates of the Group I, Group
        II and Group III Loans after giving effect to the amounts distributed on
        such Distribution Date.

        In the case of  information  furnished  pursuant to clauses (i) and (ii)
above,  the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a),  the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the  Certificates,  upon reasonable
request,  such additional  information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.

        (b) Within a  reasonable  period of time after the end of each  calendar
year,  the Master  Servicer  shall  prepare,  or cause to be  prepared,  and the
Trustee shall forward, or cause to be forwarded,  to each Person who at any time
during the calendar year was the Holder of a  Certificate,  other than a Class R
Certificate, a statement containing the information set forth in clauses (i) and
(ii) of  subsection  (a) above  aggregated  for such calendar year or applicable
portion  thereof  during  which  such  Person  was  a  Certificateholder.   Such
obligation  of the  Master  Servicer  and  Trustee  shall be deemed to have been
satisfied  to the extent  that  substantially  comparable  information  shall be
provided by the Master Servicer and Trustee  pursuant to any requirements of the
Code.

        (c) As soon as reasonably  practicable,  upon the written request of any
Certificateholder,   the  Master   Servicer   shall   provide   the   requesting
Certificateholder with such information as is necessary and appropriate,  in the
Master  Servicer's  sole  discretion,  for  purposes  of  satisfying  applicable
reporting requirements under Rule 144A.

        Section       4.04  Distribution  of  Reports  to the  Trustee  and  the
                      Depositor; Advances by the Master Servicer.

        (a) Prior to the close of business on the Business  Day next  succeeding
each  Determination  Date, the Master Servicer shall furnish a written statement
(which may be in a mutually  agreeable  electronic  format) to the Trustee,  any
Paying Agent and the Depositor  (the  information  in such  statement to be made
available to  Certificateholders  by the Master  Servicer on request)  (provided
that the Master  Servicer  will use its best  efforts to  deliver  such  written
statement  not later than 12:00 p.m.  New York time on the second  Business  Day
prior to the  Distribution  Date)  setting  forth (i) the Group I,  Group II and
Group III  Available  Distribution  Amounts,  (ii) the  amounts  required  to be
withdrawn from the Custodial Account and deposited into the Certificate  Account
on the  immediately  succeeding  Certificate  Account  Deposit Date  pursuant to
clause  (iii) of  Section  4.01(a),  (iii)  the  amount of  Prepayment  Interest
Shortfalls,  and (iv) to the  extent  required,  a report  detailing  the Stated
Principal  Balance,  Mortgage Rate,  Modified  Mortgage Rate,  remaining term to
maturity and Monthly Payment for any Modified  Mortgage Loan pursuant to Section
3.13.


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The  determination  by the Master Servicer of such amounts shall, in the absence
of  obvious  error,  be  presumptively  deemed to be  correct  for all  purposes
hereunder  and the Trustee  shall be  protected in relying upon the same without
any independent check or verification.

        (b) On or before  2:00 P.M.  New York time on each  Certificate  Account
Deposit Date, the Master  Servicer  shall either (i) deposit in the  Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related  Distribution  Date,  which shall be in an aggregate amount equal to the
aggregate  amount of  Monthly  Payments  (with  each  interest  portion  thereof
adjusted to a per annum rate equal to the Net Mortgage Rate), less the amount of
any related Servicing  Modifications,  Debt Service  Reductions or reductions in
the amount of interest collectable from the Mortgagor pursuant to the Relief Act
or  similar  legislation  or  regulations  then in  effect,  on the  Outstanding
Mortgage  Loans as of the related  Due Date in the  related  Due  Period,  which
Monthly  Payments  were due during the related Due Period and not received as of
the close of business as of the related  Determination  Date;  provided  that no
Advance  shall be made if it would be a  Nonrecoverable  Advance,  (ii) withdraw
from amounts on deposit in the Custodial  Account and deposit in the Certificate
Account all or a portion of the Amount Held for Future Distribution in discharge
of any such Advance,  or (iii) make advances in the form of any  combination  of
clauses (i) and (ii) aggregating the amount of such Advance.  Any portion of the
Amount  Held for Future  Distribution  so used shall be  replaced  by the Master
Servicer by deposit in the Certificate  Account on or before 11:00 A.M. New York
time on any future  Certificate  Account  Deposit  Date to the extent that funds
attributable  to the Mortgage Loans that are available in the Custodial  Account
for deposit in the Certificate  Account on such Certificate Account Deposit Date
shall be less than  payments  to  Certificateholders  required to be made on the
following  Distribution  Date. The Master  Servicer shall be entitled to use any
Advance made by a  Subservicer  as  described  in Section  3.07(b) that has been
deposited in the Custodial  Account on or before such  Distribution Date as part
of the Advance made by the Master Servicer pursuant to this Section 4.04.

        The   determination   by  the  Master   Servicer  that  it  has  made  a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable  Advance,  shall be  evidenced  by a  certificate  of a Servicing
Officer delivered to the Depositor and the Trustee.

        In the event that the Master Servicer  determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the  Certificate  Account an amount equal to the Advance  required to be made
for the immediately  succeeding  Distribution  Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy),  not
later than 3:00 P.M.,  New York  time,  on such  Business  Day,  specifying  the
portion of such amount  that it will be unable to  deposit.  Not later than 3:00
P.M., New York time, on the Certificate  Account Deposit Date the Trustee shall,
unless by 12:00 Noon,  New York time,  on such day the  Trustee  shall have been
notified in writing (by telecopy)  that the Master  Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master  Servicer shall have given notice pursuant to
the  preceding  sentence,  pursuant to Section  7.01,  (a)  terminate all of the
rights and obligations of the Master Servicer under this


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Agreement  in  accordance  with  Section  7.01 and (b)  assume  the  rights  and
obligations  of the Master  Servicer  hereunder,  including  the  obligation  to
deposit  in the  Certificate  Account  an amount  equal to the  Advance  for the
immediately succeeding Distribution Date.

        The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.

        Section  4.05 Allocation of Realized Losses.

        (a) Prior to each Distribution Date, the Master Servicer shall determine
the  total  amount of  Realized  Losses,  if any,  that  resulted  from any Cash
Liquidation,   Servicing  Modifications,   Debt  Service  Reduction,   Deficient
Valuation or REO Disposition that occurred during the related  Prepayment Period
or, in the case of a Servicing  Modification that constitutes a reduction of the
interest  rate on a Mortgage  Loan,  the amount of the reduction in the interest
portion of the Monthly Payment due in the month in which such  Distribution Date
occurs.  The amount of each  Realized  Loss shall be  evidenced  by an Officers'
Certificate.  All  Realized  Losses on the  Mortgage  Loans  (other  than Excess
Losses)  shall be allocated  as follows:  (a) with respect to the Group I Loans,
first, to the Class B-I-3 Certificates  until the Certificate  Principal Balance
thereof has been reduced to zero;  second, to the Class B-I-2 Certificates until
the Certificate  Principal  Balance thereof has been reduced to zero;  third, to
the Class B-I-1 Certificates until the Certificate Principal Balance thereof has
been  reduced  to zero;  fourth,  to the  Class  M-I-3  Certificates  until  the
Certificate  Principal  Balance thereof has been reduced to zero;  fifth, to the
Class M-I-2  Certificates  until the Certificate  Principal  Balance thereof has
been  reduced  to  zero;  sixth,  to the  Class  M-I-1  Certificates  until  the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
if any such  Realized  Losses are on a Group I Discount  Mortgage  Loan,  to the
Class  AP-I  Certificates  in an amount  equal to the  related  Group I Discount
Fraction of the principal  portion  thereof,  and the remainder of such Realized
Losses on the Group I  Discount  Mortgage  Loans and the  entire  amount of such
Realized Losses on Group I Non-Discount Mortgage Loans, among the Group I Senior
Certificates  (other than the Class AP-I  Certificates)  on a pro rata basis, as
described  below,  (b) with respect to the Group II Loans,  first,  to the Class
B-II-3  Certificates  until the Certificate  Principal  Balance thereof has been
reduced to zero; second, to the Class B-II-2  Certificates until the Certificate
Principal  Balance thereof has been reduced to zero;  third, to the Class B-II-1
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; fourth, to the Class M-II-3  Certificates until the Certificate  Principal
Balance  thereof  has  been  reduced  to  zero;   fifth,  to  the  Class  M-II-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-II-1  Certificates  until the Certificate  Principal
Balance thereof has been reduced to zero; and, thereafter,  if any such Realized
Losses are on a Group II Discount Mortgage Loan, to the Class AP-II Certificates
in an amount equal to the related  Group II Discount  Fraction of the  principal
portion  thereof,  and the  remainder  of such  Realized  Losses on the Group II
Discount  Mortgage Loans and the entire amount of such Realized  Losses on Group
II Non-Discount  Mortgage Loans, among the Group II Senior  Certificates  (other
than the Class AP-II  Certificates)  on a pro rata basis, as described below and
(c)  with  respect  to  the  Group  III  Loans,  first,  to  the  Class  B-III-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-III-2 Certificates until the


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Certificate  Principal  Balance thereof has been reduced to zero;  third, to the
Class B-III-1  Certificates until the Certificate  Principal Balance thereof has
been  reduced  to zero;  fourth,  to the Class  M-III-3  Certificates  until the
Certificate  Principal  Balance thereof has been reduced to zero;  fifth, to the
Class M-III-2  Certificates until the Certificate  Principal Balance thereof has
been  reduced  to zero;  sixth,  to the  Class  M-III-1  Certificates  until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
among all the Group III Senior  Certificates  on a pro rata basis,  as described
below.

        (b) Any  Extraordinary  Losses with respect to the Group I, Group II and
Group III Loans  will be  allocated  among  the Group I  Certificates,  Group II
Certificates and Group III  Certificates on a pro rata basis;  provided that the
related  Discount  Fraction  of the  principal  portion of a Realized  Loss on a
Discount  Mortgage  Loans will be  allocated to the Class AP-I  Certificates  or
Class AP-II Certificates,  as applicable.  Excess Special Hazard Losses,  Excess
Bankruptcy Losses and Excess Fraud Losses will be allocated as follows: (a) with
respect to the Group I Loans,  first, to the Class B-II-3 Certificates and Class
B-III-3  Certificates,  on a pro rata  basis,  until the  Certificate  Principal
Balances  thereof  have  been  reduced  to zero;  second,  to the  Class  B-II-2
Certificates  and Class B-III- 2  Certificates,  on a pro rata basis,  until the
Certificate  Principal Balances thereof have been reduced to zero; third, to the
Class B-II-1 Certificates and Class B-III-1  Certificates,  on a pro rata basis,
until the  Certificate  Principal  Balances  thereof  have been reduced to zero;
fourth, to the Class M-II-3  Certificates and Class M-III-3  Certificates,  on a
pro rata basis,  until the  Certificate  Principal  Balances  thereof  have been
reduced to zero;  fifth,  to the Class  M-II-2  Certificates  and Class  M-III-2
Certificates,  on a pro rata basis,  until the  Certificate  Principal  Balances
thereof have been reduced to zero; and sixth,  to the Class M-II-1  Certificates
and Class  M-III-1  Certificates,  on a pro rata  basis,  until the  Certificate
Principal  Balances  thereof have been reduced to zero;  (b) with respect to the
Group II  Loans,  first,  to the Class  B-I-3  Certificates  and  Class  B-III-3
Certificates,  on a pro rata basis,  until the  Certificate  Principal  Balances
thereof have been reduced to zero;  second, to the Class B-I-2  Certificates and
Class B-III-2 Certificates, on a pro rata basis, until the Certificate Principal
Balances  thereof  have  been  reduced  to  zero;  third,  to  the  Class  B-I-1
Certificates  and Class  B-III-1  Certificates,  on a pro rata basis,  until the
Certificate Principal Balances thereof have been reduced to zero; fourth, to the
Class M-I-3  Certificates and Class M-III-3  Certificates,  on a pro rata basis,
until the  Certificate  Principal  Balances  thereof  have been reduced to zero;
fifth, to the Class M-I-2 Certificates and Class M-III-2 Certificates,  on a pro
rata basis,  until the Certificate  Principal Balances thereof have been reduced
to  zero;  and  sixth,  to the  Class  M-I-1  Certificates  and  Class  M- III-1
Certificates,  on a pro rata basis,  until the  Certificate  Principal  Balances
thereof  have been  reduced to zero and (c) with respect to the Group III Loans,
first, to the Class B-I-3 Certificates and Class B-II-3  Certificates,  on a pro
rata basis,  until the Certificate  Principal Balances thereof have been reduced
to zero; second, to the Class B-I-2 Certificates and Class B-II-2  Certificates,
on a pro rata basis, until the Certificate  Principal Balances thereof have been
reduced  to zero;  third,  to the Class  B-I-1  Certificates  and  Class  B-II-1
Certificates,  on a pro rata basis,  until the  Certificate  Principal  Balances
thereof have been reduced to zero;  fourth, to the Class M-I-3  Certificates and
Class M-II-3 Certificates,  on a pro rata basis, until the Certificate Principal
Balances  thereof  have  been  reduced  to  zero;  fifth,  to  the  Class  M-I-2
Certificates  and Class  M-II-2  Certificates,  on a pro rata  basis,  until the
Certificate Principal Balances thereof have been reduced to zero; and sixth, to


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the Class  M-II-1  Certificates  and Class  M-II-1  Certificates,  on a pro rata
basis,  until the Certificate  Principal  Balances  thereof have been reduced to
zero;  provided  however that such losses will be so allocated  pursuant to this
provision  solely to the extent of the  remaining  Special  Hazard Loss  Amount,
Bankruptcy  Amount  or  Fraud  Loss  Amount,  as  applicable,   related  to  the
certificate  group to which these losses are  allocated and to the extent of the
Certificate   Principal   Balance  of  the  Class  B  Certificates  or  Class  M
Certificates  related to that Loan Group,  and thereafter shall be allocated pro
rata among all the  Certificates in the Certificate  Group in which these losses
occurred;  and  provided  further,  that the  related  Discount  Fraction of the
principal  portion  of any  Excess  Loss on a  Discount  Mortgage  Loan  will be
allocated  to the  Class  AP-I  Certificates  or Class  AP-II  Certificates,  as
applicable.

        As used herein,  an  allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata  basis,  among the  various  Classes  so  specified,  to each such Class of
Certificates  on the  basis  of their  then  outstanding  Certificate  Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the  principal  portion of a  Realized  Loss or based on the
Accrued Certificate  Interest thereon payable on such Distribution Date (without
regard to any Compensating  Interest for such Distribution  Date) in the case of
an interest portion of a Realized Loss.

        Furthermore,  any allocation of an Excess  Bankruptcy Loss, Excess Fraud
Loss  or  Excess  Special  Hazard  Loss as  specified  in the  second  preceding
paragraph shall be accomplished according to the following provisions:

               (i) any  allocation of an Excess  Bankruptcy  Loss,  Excess Fraud
        Loss  or  Excess  Special  Hazard  Loss  on a "pro  rata"  basis  to two
        Subordinate  Certificates,  each of a non- related Loan Group,  shall be
        allocated  among  such  Subordinated  Certificates  according  to  their
        Certificate  Principal  Balances  prior  to any  distributions  on  such
        Distribution Date, but after application of any Realized Losses from the
        related Loan Group of each such Subordinate Certificate;

               (ii) any  allocation of Excess  Bankruptcy  Losses,  Excess Fraud
        Losses or Excess Special Hazard Losses from two non-related  Loan Groups
        to a  Subordinate  Certificate  shall be allocated  to such  Subordinate
        Certificate from each non-related Loan Group on a pro rata basis,  based
        on the  amount of such  Excess  Bankruptcy  Loss,  Excess  Fraud Loss or
        Excess Special Hazard Loss from each such non-related Loan Group; and

               (iii) if on any Distribution  Date the aggregate amount of Excess
        Bankruptcy  Losses,  Excess Fraud Losses or Excess Special Hazard Losses
        to be  allocated  from two  non-  related  Loan  Groups  to a Class  M-1
        Certificate  is  greater  than  the  outstanding  Certificate  Principal
        Balance  of  such  Class  prior  to such  allocation,  then  the  Excess
        Bankruptcy  Losses,  Excess Fraud Losses or Excess Special Hazard Losses
        shall be allocated  from such non-  related  Loan Groups,  on a pro rata
        basis  based on the  respective  amounts  of Excess  Bankruptcy  Losses,
        Excess Fraud Losses or Excess Special Hazard Losses, in an aggregate


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        amount  necessary to reduce the  Certificate  Principal  Balance of such
        Class  M-1  Certificate  to zero,  and any  remaining  amount  of Excess
        Bankruptcy  Losses,  Excess Fraud Losses or Excess Special Hazard Losses
        shall be  allocated to the Senior  Certificates  (other than the related
        Discount  Fraction  of the  principal  portion of any  Excess  Loss on a
        Discount  Mortgage  Loan  which  will be  allocated  to the  Class  AP-I
        Certificates or Class AP-II Certificates) of the related Loan Group.

        (c) Any  allocation of the principal  portion of Realized  Losses (other
than  Debt  Service  Reductions)  to the  Class A,  Class R,  Class M or Class B
Certificates shall be made by reducing the Certificate Principal Balance thereof
by the amount so allocated, which allocation shall be deemed to have occurred on
such Distribution Date.  Allocations of the interest portions of Realized Losses
shall be made by operation of the definition of "Accrued  Certificate  Interest"
and by operation of the priority of payment  provisions of Section 4.02(a).  All
Realized  Losses  and all  other  losses  allocated  to a Class of  Certificates
hereunder will be allocated  among the  Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.

        (d) All Realized Losses on the Mortgage Loans shall be allocated on each
Distribution Date to the following REMIC I Regular  Interests,  REMIC II Regular
Interests  and REMIC III  Regular  Interests:  (a) with  respect  to the Group I
Loans,  concurrently  to REMIC I  Regular  Interest  LT-IA1  and REMIC I Regular
Interest  LT-IA2  until the  Certificate  Principal  Balances  thereof have been
reduced to zero;  (b) with  respect  to the Group II Loans,  to REMIC II Regular
Interest LT-II until the Certificate  Principal Balance thereof has been reduced
to zero;  and (c) with  respect  to the Group III  Loans,  to REMIC III  Regular
Interest  LT-III  until the  Certificate  Principal  Balance has been reduced to
zero.

     Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.

        The Master Servicer or the Subservicers  shall file information  returns
with  respect  to the  receipt  of  mortgage  interest  received  in a trade  or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the  informational  returns relating to cancellation of indebtedness  income
with respect to any Mortgaged  Property  required by Sections  6050H,  6050J and
6050P of the  Code,  respectively,  and  deliver  to the  Trustee  an  Officers'
Certificate  on or before  March 31 of each year  stating that such reports have
been filed.  Such reports shall be in form and substance  sufficient to meet the
reporting  requirements  imposed by such Sections 6050H,  6050J and 6050P of the
Code.

        Section  4.07 Optional Purchase of Defaulted Mortgage Loans.

        As to any  Mortgage  Loan which is  delinquent  in payment by 90 days or
more, the Master  Servicer may, at its option,  purchase such Mortgage Loan from
the Trustee at the Purchase  Price  therefor;  provided,  that any such Mortgage
Loan that becomes 90 days or more delinquent  during any given Calendar  Quarter
shall only be eligible for purchase  pursuant to this Section  during the period
beginning  on the first  Business Day of the  following  Calendar  Quarter,  and
ending at the


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close of business on the second-to-last  Business Day of such following Calendar
Quarter.  Such option if not exercised  shall not thereafter be reinstated as to
any  Mortgage  Loan,  unless  the  delinquency  is cured and the  Mortgage  Loan
thereafter  again  becomes  delinquent  in  payment  by 90  days  or  more  in a
subsequent  Calendar Quarter. If at any time the Master Servicer makes a payment
to the Certificate  Account covering the amount of the Purchase Price for such a
Mortgage Loan, and the Master  Servicer  provides to the Trustee a certification
signed by a Servicing  Officer  stating that the amount of such payment has been
deposited  in the  Certificate  Account,  then the  Trustee  shall  execute  the
assignment of such Mortgage Loan at the request of the Master  Servicer  without
recourse to the Master Servicer which shall succeed to all the Trustee's  right,
title and interest in and to such Mortgage  Loan, and all security and documents
relative  thereto.  Such assignment shall be an assignment  outright and not for
security.  The Master  Servicer will thereupon own such  Mortgage,  and all such
security and  documents,  free of any further  obligation  to the Trustee or the
Certificateholders with respect thereto.

        Section  4.08  Distributions  on  the  Uncertificated  REMIC  I  Regular
Interests.

        (a) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated  REMIC I Regular  Interests,  the
Uncertificated  REMIC II  Regular  Interests  and the  Uncertificated  REMIC III
Regular Interests, Uncertificated Accrued Interest on the Uncertificated REMIC I
Regular  Interests,  the  Uncertificated  REMIC  II  Regular  Interests  and the
Uncertificated  REMIC III Regular Interests for such Distribution Date, plus any
Uncertificated REMIC I, REMIC II or REMIC III Accrued Interest thereon remaining
unpaid  from  any  previous  Distribution  Date  in  the  same  manner  as it is
distributed to the Corresponding Certificate.

        (b) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated  REMIC I Regular  Interests,  the
Uncertificated  REMIC II  Regular  Interests  and the  Uncertificated  REMIC III
Regular Interests, as principal on the Uncertificated REMIC I Regular Interests,
the Uncertificated  REMIC II Regular Interests and the Uncertificated  REMIC III
Regular  Interests,  an amount  equal to the sum of the amounts  distributed  as
principal  on the  Certificates  (other  than the  Class R  Certificates)  under
Sections  4.02(a)(ii),  (iv), (vi),  (viii),  (x), (xii), (xiv) and (xv), in the
same manner as such amounts are distributed to the Corresponding Certificates.

        (c) In  determining  from time to time the amounts to be  distributed to
the  Uncertificated  REMIC I  Regular  Interests,  the  Uncertificated  REMIC II
Regular Interests and the Uncertificated  REMIC III Regular Interests,  Realized
Losses allocated under Section 4.05 shall be deemed allocated to  Uncertificated
REMIC I Regular Interests, the Uncertificated REMIC II Regular Interests and the
Uncertificated  REMIC III Regular Interests for the related Distribution Date in
the same manner as allocated to the Corresponding Certificates.

        (d) Notwithstanding the deemed distributions on the Uncertificated REMIC
I Regular  Interests,  the  Uncertificated  REMIC II Regular  Interests  and the
Uncertificated  REMIC III Regular  Interests  described  in this  Section  4.08,
distributions of funds from the Certificate Account shall be


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made only in accordance with Section 4.02.

        Section  4.09 Surety Bond.

        (a) If a Required Surety Payment is payable  pursuant to the Surety Bond
with respect to any Additional  Collateral  Loan,  the Master  Servicer shall so
notify the  Trustee as soon as  reasonably  practicable  and the  Trustee  shall
promptly  complete the notice in the form of Attachment 1 to the Surety Bond and
shall  promptly  submit  such  notice to the  Surety  as a claim for a  Required
Surety.  The Master Servicer shall upon request assist the Trustee in completing
such  notice and shall  provide  any  information  requested  by the  Trustee in
connection therewith.

        (b) Upon receipt of a Required  Surety Payment from the Surety on behalf
of the Holders of  Certificates,  the Trustee shall deposit such Required Surety
Payment in the  Certificate  Account and shall  distribute  such Required Surety
Payment,  or the proceeds thereof,  in accordance with the provisions of Section
4.02.

        (c) The Trustee shall (i) receive as  attorney-in-fact of each Holder of
a Certificate  any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.

        (d) The Depositor  hereby directs the Trustee to acknowledge  and accept
the  Assignment  and Notice of Transfer  attached as  Attachment 2 to the Surety
Bond.




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                                    ARTICLE V

                                THE CERTIFICATES

        Section  5.01 The Certificates.

        (a) The Class A  Certificates  (other than the Class AP-I,  Class AP-II,
Class AV-I and Class  AV-II  Certificates),  Class AP-I  Certificates  and Class
AP-II Certificates,  Class AV-I Certificates and Class AV-II Certificates, Class
M  Certificates,  Class  B  Certificates  and  Class  R  Certificates  shall  be
substantially  in the forms set forth in  Exhibits  A-1,  A-2,  A-3, B, C and D,
respectively,  and shall,  on original  issue,  be executed and delivered by the
Trustee to the Certificate  Registrar for authentication and delivery to or upon
the order of the Depositor upon receipt by the Trustee or one or more Custodians
of the documents  specified in Section  2.01.  The Class A (other than the Class
A-I-3  Certificates),  Class M-I-1, Class M-II-1 and Class M-III-1  Certificates
shall be  issuable  in minimum  dollar  denominations  of $25,000  and  integral
multiples of $1 in excess thereof. The Class M-I-2, Class M-II-2, Class M-III-2,
Class M-I-3, Class M-II-3, Class M-III-3,  Class B-I-1, Class B-I-2, Class B-I-3
, Class B-II-1,  Class B-II-2,  Class B-II-3,  Class B-III-1,  Class B-III-2 and
Class B-III-3  Certificates shall be issuable in minimum dollar denominations of
$250,000 and integral  multiples of $1 in excess thereof,  except in the case of
the Class  B-I-1,  Class B-I-2,  Class  B-II-1,  Class B-II-2 and Class  B-III-2
Certificates  which will be issued in minimum  original  denominations  equal to
their  respective  initial  Certificate  Principal  Balances.  The  Class  A-I-3
Certificates  and  each  Class  of  Class R  Certificates  shall  be  issued  in
registered,  certificated  form in minimum  percentage  interests  of 20.00% and
integral multiples of 0.01% in excess thereof; provided, however, that one Class
R Certificate of each Class will be issuable to the REMIC  Administrator as "tax
matters  person"  pursuant  to  Section  10.01(c)  in  a  minimum   denomination
representing a Percentage Interest of not less than 0.01%.

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

        (b) The Class A and Class M  Certificates  shall  initially be issued as
one or more Certificates registered in the name of the Depository or its nominee
and, except as provided  below,  registration  of such  Certificates  may not be
transferred by the Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests


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therein.  The Certificate Owners shall hold their respective Ownership Interests
in and to each Class A or Class M Certificate, through the book-entry facilities
of the  Depository  and,  except as  provided  below,  shall not be  entitled to
Definitive Certificates in respect of such Ownership Interests. All transfers by
Certificate  Owners of their  respective  Ownership  Interests in the Book-Entry
Certificates shall be made in accordance with the procedures  established by the
Depository  Participant or brokerage firm representing  such Certificate  Owner.
Each Depository  Participant shall transfer the Ownership  Interests only in the
Book-Entry  Certificates  of  Certificate  Owners it  represents or of brokerage
firms  for which it acts as agent in  accordance  with the  Depository's  normal
procedures.

        The Trustee,  the Master Servicer and the Depositor may for all purposes
(including  the making of payments due on the  respective  Classes of Book-Entry
Certificates)  deal with the Depository as the authorized  representative of the
Certificate  Owners  with  respect  to  the  respective  Classes  of  Book-Entry
Certificates  for the purposes of  exercising  the rights of  Certificateholders
hereunder.  The rights of  Certificate  Owners  with  respect to the  respective
Classes of Book-Entry  Certificates shall be limited to those established by law
and agreements between such Certificate  Owners and the Depository  Participants
and brokerage firms representing such Certificate Owners.  Multiple requests and
directions  from,  and votes of, the  Depository as Holder of any Class of Book-
Entry  Certificates  with respect to any  particular  matter shall not be deemed
inconsistent if they are made with respect to different  Certificate Owners. The
Trustee may establish a reasonable record date in connection with  solicitations
of consents  from or voting by  Certificateholders  and shall give notice to the
Depository of such record date.

        If  (i)(A)  the  Depositor  advises  the  Trustee  in  writing  that the
Depository   is  no  longer   willing  or  able  to   properly   discharge   its
responsibilities  as  Depository  and (B) the  Depositor  is  unable to locate a
qualified  successor or (ii) the Depositor at its option  advises the Trustee in
writing  that  it  elects  to  terminate  the  book-entry   system  through  the
Depository,  the  Trustee  shall  notify all  Certificate  Owners,  through  the
Depository,  of the  occurrence  of any such  event and of the  availability  of
Definitive   Certificates  to  Certificate  Owners  requesting  the  same.  Upon
surrender  to the  Trustee of the  Book-Entry  Certificates  by the  Depository,
accompanied by registration instructions from the Depository for registration of
transfer,  the Trustee  shall  issue the  Definitive  Certificates.  Neither the
Depositor,  the Master  Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in  delivery of such  instructions  and may  conclusively  rely on, and shall be
protected  in relying on, such  instructions.  Upon the  issuance of  Definitive
Certificates  all  references  herein  to  obligations  imposed  upon  or  to be
performed by the  Depositor in  connection  with the issuance of the  Definitive
Certificates  pursuant to this  Section  5.01 shall be deemed to be imposed upon
and  performed by the  Trustee,  and the Trustee and the Master  Servicer  shall
recognize  the  Holders of the  Definitive  Certificates  as  Certificateholders
hereunder.

        (c) Each of the Certificates is intended to be a "security"  governed by
Article 8 of the Uniform  Commercial  Code as in effect in the State of New York
and any other applicable  jurisdiction,  to the extent that any of such laws may
be applicable.



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        Section  5.02 Registration of Transfer and Exchange of Certificates.

        (a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.12
a Certificate  Register in which,  subject to such reasonable  regulations as it
may prescribe,  the Trustee shall provide for the  registration  of Certificates
and of transfers and exchanges of Certificates as herein  provided.  The Trustee
is initially  appointed  Certificate  Registrar  for the purpose of  registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar,  or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.

        (b) Upon surrender for  registration  of transfer of any  Certificate at
any office or agency of the  Trustee  maintained  for such  purpose  pursuant to
Section 8.12 and, in the case of any Class R Certificate,  upon  satisfaction of
the  conditions set forth below,  the Trustee shall execute and the  Certificate
Registrar  shall  authenticate  and  deliver,  in the  name  of  the  designated
transferee  or  transferees,  one or more new  Certificates  of a like Class and
aggregate Percentage Interest.

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

        (d) No  transfer,  sale,  pledge  or  other  disposition  of a  Class  B
Certificate  shall  be  made  unless  such  transfer,   sale,  pledge  or  other
disposition is exempt from the  registration  requirements of the Securities Act
of 1933, as amended (the "1933 Act"),  and any applicable  state securities laws
or is made in accordance with said Act and laws. Except as otherwise provided in
this Section  5.02(d),  in the event that a transfer of a Class B Certificate is
to be made, (i) unless the Depositor directs the Trustee otherwise,  the Trustee
shall  require  a  written  Opinion  of  Counsel  acceptable  to and in form and
substance  satisfactory  to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption,  describing the  applicable  exemption and the
basis therefor, from said Act and laws or is being made pursuant to said Act and
laws, which Opinion of Counsel shall not be an expense of the Trustee, the Trust
Fund, the Depositor or the Master  Servicer,  and (ii) the Trustee shall require
the transferee to execute a representation letter,  substantially in the form of
Exhibit I hereto,  and the Trustee  shall  require the  transferor  to execute a
representation  letter,  substantially  in the form of  Exhibit J  hereto,  each
acceptable  to and in form and substance  satisfactory  to the Depositor and the
Trustee  certifying to the Depositor and the Trustee the facts  surrounding such
transfer,  which representation  letters shall not be an expense of the Trustee,
the  Trust  Fund,  the  Depositor  or  the  Master  Servicer.  In  lieu  of  the
requirements set forth in the


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<PAGE>



preceding sentence,  transfers of Class B Certificates may be made in accordance
with this Section  5.02(d) if the  prospective  transferee of such a Certificate
provides  the  Trustee  and  the  Master  Servicer  with  an  investment  letter
substantially in the form of Exhibit N attached hereto,  which investment letter
shall not be an expense of the Trustee,  the Depositor,  or the Master Servicer,
and which investment letter states that, among other things, such transferee (i)
is a "qualified  institutional buyer" as defined under Rule 144A, acting for its
own account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (ii) is aware that the proposed  transferor intends to rely
on the exemption from registration  requirements  under the 1933 Act provided by
Rule 144A. The Holder of a Class B Certificate  desiring to effect any transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee,  the  Depositor,  the Master  Servicer  and the  Certificate  Registrar
against any  liability  that may result if the transfer,  sale,  pledge or other
disposition is not so exempt or is not made in accordance  with such federal and
state laws and this Agreement.

        (e) (i) In the case of any Class B or Class R Certificate  presented for
registration in the name of any Person,  either (i) the Trustee shall require an
Opinion of Counsel  acceptable to and in form and substance  satisfactory to the
Trustee,  the Depositor and the Master  Servicer to the effect that the purchase
or  holding  of  such  Class B or  Class  R  Certificate  is  permissible  under
applicable  law,  will not  constitute  or result in any  non-exempt  prohibited
transaction  under  Section  406 of  ERISA,  or  Section  4975 of the  Code  (or
comparable  provisions of any subsequent  enactments),  and will not subject the
Trustee,  the  Depositor or the Master  Servicer to any  obligation or liability
(including  obligations or liabilities  under ERISA or Section 4975 of the Code)
in addition to those  undertaken  in this  Agreement,  which  Opinion of Counsel
shall not be an expense of the Trustee,  the Depositor or the Master Servicer or
(ii) the prospective  transferee  shall be required to provide the Trustee,  the
Depositor and the Master Servicer with a  certification  to the effect set forth
in Exhibit O (with respect to a Class B Certificate),  or in paragraph  fourteen
of Exhibit H-1 (with  respect to a Class R  Certificate),  which the Trustee may
rely upon without further inquiry or investigation, or such other certifications
as the Trustee may deem  desirable or necessary in order to establish  that such
transferee or the Person in whose name such registration is requested either (a)
is not an  employee  benefit  plan  or  other  plan  subject  to the  prohibited
transaction  provisions  of ERISA or  Section  4975 of the Code,  or any  Person
(including an insurance company  investing its general  accounts,  an investment
manager,  a named  fiduciary  or a trustee of any such plan) who is using  "plan
assets" of any such plan to effect such acquisition (each, a "Plan Investor") or
(b) in  the  case  of a  Class  B  Certificate,  the  following  conditions  are
satisfied: (i) such Transferee is an insurance company, (ii) the source of funds
used to purchase or hold such Certificate (or interest therein) is an "insurance
company  general  account" (as defined in U.S.  Department  of Labor  Prohibited
Transaction  Class Exemption  ("PTCE") 95-60, and (iii) the conditions set forth
in  Sections I and III of PTCE  95-60  have been  satisfied  (each  entity  that
satisfies this clause (b), a "Complying Insurance Company").

        (f) Any  Transferee  of a Class M  Certificate  will be  deemed  to have
represented  by  virtue of its  purchase  or  holding  of such  Certificate  (or
interest therein) that either (a) such Transferee is not a Plan Investor, (b) it
has acquired and is holding such Certificate in reliance on Prohibited


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Transaction  Exemption  ("PTE") 94-29,  59 Fed. Reg. 14674 (March 29, 1994),  as
amended by PTE 97-34,  62 Fed. Reg. 39021 (July 21, 1997),  and PTE 2000-58,  65
Fed. Reg. 67765  (November 13, 2000) and PTE 2002-41,  67 Fed Reg. 54487 (August
22, 2002) (the "RFC Exemption"),  and that it understands that there are certain
conditions  to the  availability  of  the  RFC  Exemption  including  that  such
Certificate  must be rated,  at the time of purchase,  not lower than "BBB-" (or
its equivalent) by Standard & Poor's, Fitch or Moody's or (c) such Transferee is
a Complying Insurance Company.

        (g) (A) If any Class M Certificate (or any interest therein) is acquired
or held by any  Person  that  does  not  satisfy  the  conditions  described  in
paragraph (ii) above, then the last preceding  Transferee that either (i) is not
a Plan  Investor,  (ii) acquired  such  Certificate  in compliance  with the RFC
Exemption,  or (iii) is a Complying Insurance Company shall be restored,  to the
extent  permitted by law, to all rights and  obligations  as  Certificate  Owner
thereof  retroactive  to the date of such Transfer of such Class M  Certificate.
The Trustee  shall be under no  liability  to any Person for making any payments
due on such Certificate to such preceding Transferee.

        (B) Any purported  Certificate Owner whose acquisition or holding of any
Class M  Certificate  (or  interest  therein)  was  effected in violation of the
restrictions  in this Section  5.02(e)  shall  indemnify  and hold  harmless the
Company, the Trustee, the Master Servicer,  any Subservicer,  and the Trust Fund
from and against any and all liabilities,  claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.

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

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

                      (B)  In  connection  with  any  proposed  Transfer  of any
               Ownership  Interest in a Class R  Certificate,  the Trustee shall
               require  delivery to it, and shall not  register  the Transfer of
               any Class R  Certificate  until its receipt of, (I) an  affidavit
               and agreement (a "Transfer  Affidavit and Agreement," in the form
               attached hereto as Exhibit H-1) from the proposed Transferee,  in
               form  and  substance   satisfactory   to  the  Master   Servicer,
               representing  and  warranting,  among other things,  that it is a
               Permitted  Transferee,  that it is not  acquiring  its  Ownership
               Interest  in the Class R  Certificate  that is the subject of the
               proposed  Transfer as a nominee,  trustee or agent for any Person
               who is not a Permitted Transferee, that for so long as it retains
               its


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<PAGE>



               Ownership Interest in a Class R Certificate,  it will endeavor to
               remain  a  Permitted  Transferee,  and that it has  reviewed  the
               provisions  of this  Section  5.02(f)  and  agrees to be bound by
               them,  and (II) a  certificate,  in the form  attached  hereto as
               Exhibit  H-2,  from the Holder  wishing to  transfer  the Class R
               Certificate,  in form and  substance  satisfactory  to the Master
               Servicer,  representing and warranting,  among other things, that
               no purpose of the proposed  Transfer is to impede the  assessment
               or collection of tax.

                      (C)  Notwithstanding  the delivery of a Transfer Affidavit
               and Agreement by a proposed Transferee under clause (B) above, if
               a  Responsible  Officer of the  Trustee  who is  assigned to this
               Agreement has actual  knowledge  that the proposed  Transferee is
               not a Permitted Transferee,  no Transfer of an Ownership Interest
               in a Class R  Certificate  to such proposed  Transferee  shall be
               effected.

                      (D)  Each  Person   holding  or  acquiring  any  Ownership
               Interest  in a Class R  Certificate  shall agree (x) to require a
               Transfer  Affidavit and  Agreement  from any other Person to whom
               such  Person  attempts to transfer  its  Ownership  Interest in a
               Class  R  Certificate  and  (y)  not to  transfer  its  Ownership
               Interest  unless it provides a certificate  to the Trustee in the
               form attached hereto as Exhibit H-2.

                      (E) Each Person holding or acquiring an Ownership Interest
               in a Class R Certificate,  by purchasing an Ownership Interest in
               such Certificate,  agrees to give the Trustee written notice that
               it is a "pass-  through  interest  holder"  within the meaning of
               Temporary  Treasury   Regulations   Section   1.67-3T(a)(2)(i)(A)
               immediately  upon  acquiring an  Ownership  Interest in a Class R
               Certificate,  if it is, or is holding an Ownership  Interest in a
               Class R  Certificate  on  behalf  of, a "pass-  through  interest
               holder."

               (ii) The  Trustee  will  register  the  Transfer  of any  Class R
        Certificate  only if it shall have  received the Transfer  Affidavit and
        Agreement,  a certificate of the Holder  requesting such transfer in the
        form attached  hereto as Exhibit H-2 and all of such other  documents as
        shall have been  reasonably  required by the  Trustee as a condition  to
        such  registration.  Transfers of the Class R Certificates to Non-United
        States  Persons and  Disqualified  Organizations  (as defined in Section
        860E(e)(5) of the Code) are prohibited.

               (iii) If any Disqualified Organization shall become a holder of a
        Class R Certificate,  then the last preceding Permitted Transferee shall
        be  restored,  to  the  extent  permitted  by  law,  to all  rights  and
        obligations as Holder thereof retroactive to the date of registration of
        such Transfer of such Class R Certificate. If a Non-United States Person
        shall become a holder of a Class R Certificate,  then the last preceding
        United States Person shall be restored,  to the extent permitted by law,
        to all rights and obligations as Holder thereof  retroactive to the date
        of  registration  of such  Transfer  of such Class R  Certificate.  If a
        transfer  of a  Class  R  Certificate  is  disregarded  pursuant  to the
        provisions of Treasury


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<PAGE>



        Regulations  Section  1.860E-1  or  Section  1.860G-3,   then  the  last
        preceding  Permitted  Transferee  shall  be  restored,   to  the  extent
        permitted  by law,  to all  rights  and  obligations  as Holder  thereof
        retroactive to the date of registration of such Transfer of such Class R
        Certificate.  The Trustee  shall be under no liability to any Person for
        any  registration  of Transfer of a Class R Certificate  that is in fact
        not permitted by this Section  5.02(f) or for making any payments due on
        such  Certificate  to the holder  thereof or for taking any other action
        with respect to such holder under the provisions of this Agreement.

               (iv) If any purported Transferee shall become a Holder of a Class
        R Certificate in violation of the  restrictions  in this Section 5.02(f)
        and to the extent that the retroactive  restoration of the rights of the
        Holder of such Class R Certificate as described in clause (iii)(A) above
        shall be invalid,  illegal or  unenforceable,  then the Master  Servicer
        shall have the right,  without  notice to the holder or any prior holder
        of such  Class R  Certificate,  to sell such  Class R  Certificate  to a
        purchaser  selected  by the Master  Servicer on such terms as the Master
        Servicer may choose.  Such purported  Transferee  shall promptly endorse
        and deliver each Class R Certificate in accordance with the instructions
        of the Master Servicer. Such purchaser may be the Master Servicer itself
        or any Affiliate of the Master Servicer.  The proceeds of such sale, net
        of the commissions (which may include  commissions payable to the Master
        Servicer or its  Affiliates),  expenses  and taxes due, if any,  will be
        remitted by the Master Servicer to such purported Transferee.  The terms
        and  conditions  of  any  sale  under  this  clause  (iii)(B)  shall  be
        determined in the sole discretion of the Master Servicer, and the Master
        Servicer shall not be liable to any Person having an Ownership  Interest
        in a Class R Certificate as a result of its exercise of such discretion.

               (v) The Master  Servicer,  on behalf of the  Trustee,  shall make
        available,  upon  written  request  from the  Trustee,  all  information
        necessary  to compute any tax imposed (A) as a result of the Transfer of
        an Ownership  Interest in a Class R  Certificate  to any Person who is a
        Disqualified  Organization,  including the information regarding "excess
        inclusions" of such Class R Certificates  required to be provided to the
        Internal  Revenue  Service and certain  Persons as described in Treasury
        Regulations  Sections  1.860D-1(b)(5) and 1.860E- 2(a)(5),  and (B) as a
        result of any  regulated  investment  company,  real  estate  investment
        trust,  common trust fund,  partnership,  trust,  estate or organization
        described in Section  1381 of the Code that holds an Ownership  Interest
        in a Class R Certificate  having as among its record holders at any time
        any Person who is a Disqualified  Organization.  Reasonable compensation
        for providing such  information  may be required by the Master  Servicer
        from such Person.

               (vi) The  provisions  of this Section  5.02(f) set forth prior to
        this clause (v) may be modified,  added to or eliminated,  provided that
        there shall have been delivered to the Trustee the following:

                      (A) Written  notification  from each Rating  Agency to the
               effect that the modification,  addition to or elimination of such
               provisions will not cause such Rating


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<PAGE>



               Agency to  downgrade  its  then-current  ratings,  if any, of the
               Class A, Class M or Class B  Certificates  below the lower of the
               then-current  rating or the rating assigned to such  Certificates
               as of the Closing Date by such Rating Agency; and

                      (B) A certificate of the Master Servicer  stating that the
               Master  Servicer has received an Opinion of Counsel,  in form and
               substance satisfactory to the Master Servicer, to the effect that
               such modification, addition to or absence of such provisions will
               not  cause  any of REMIC I,  REMIC  II,  REMIC III or REMIC IV to
               cease to  qualify  as a REMIC and will not cause (x) any of REMIC
               I,  REMIC  II,  REMIC  III  or  REMIC  IV  to  be  subject  to an
               entity-level   tax  caused  by  the   Transfer  of  any  Class  R
               Certificate  to a Person that is a Disqualified  Organization  or
               (y) a  Certificateholder  or  another  Person to be  subject to a
               REMIC-related tax caused by the Transfer of a Class R Certificate
               to a Person that is not a Permitted Transferee.

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

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

        Section  5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

        If (i) any  mutilated  Certificate  is  surrendered  to the  Certificate
Registrar,  or the Trustee and the  Certificate  Registrar  receive  evidence to
their  satisfaction of the destruction,  loss or theft of any  Certificate,  and
(ii) there is  delivered  to the  Trustee  and the  Certificate  Registrar  such
security or indemnity as may be required by them to save each of them  harmless,
then, in the absence of notice to the Trustee or the Certificate  Registrar that
such  Certificate has been acquired by a bona fide purchaser,  the Trustee shall
execute  and the  Certificate  Registrar  shall  authenticate  and  deliver,  in
exchange  for or in lieu  of any  such  mutilated,  destroyed,  lost  or  stolen
Certificate,  a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate  under this  Section,  the  Trustee may require the payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
relation thereto and any other expenses  (including the fees and expenses of the
Trustee  and the  Certificate  Registrar)  connected  therewith.  Any  duplicate
Certificate  issued  pursuant to this  Section  shall  constitute  complete  and
indefeasible  evidence of ownership in the Trust Fund, as if originally  issued,
whether or not the lost,  stolen or destroyed  Certificate shall be found at any
time.



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<PAGE>



        Section  5.04 Persons Deemed Owners.

        Prior to due presentation of a Certificate for registration of transfer,
the Depositor,  the Master Servicer,  the Trustee, the Certificate Registrar and
any agent of the Depositor,  the Master Servicer, the Trustee or the Certificate
Registrar  may treat the Person in whose name any  Certificate  is registered as
the  owner  of such  Certificate  for the  purpose  of  receiving  distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent  provided in the  definition  of  "Certificateholder"  and in Section
4.08,  and  neither  the  Depositor,  the  Master  Servicer,  the  Trustee,  the
Certificate Registrar nor any agent of the Depositor,  the Master Servicer,  the
Trustee or the Certificate Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(f).

        Section  5.05 Appointment of Paying Agent.

        The  Trustee  may  appoint  a Paying  Agent  for the  purpose  of making
distributions  to  Certificateholders  pursuant to Section 4.02. In the event of
any such appointment,  on or prior to each Distribution Date the Master Servicer
on behalf of the Trustee shall deposit or cause to be deposited  with the Paying
Agent a sum sufficient to make the payments to Certificateholders in the amounts
and in the manner  provided for in Section 4.02 and 4.03, such sum to be held in
trust for the benefit of Certificateholders.

        The Trustee  shall cause each Paying Agent to execute and deliver to the
Trustee an  instrument  in which such Paying  Agent shall agree with the Trustee
that  such  Paying  Agent  will  hold all  sums  held by it for the  payment  to
Certificateholders in trust for the benefit of the  Certificateholders  entitled
thereto  until such sums shall be paid to such  Certificateholders.  Any sums so
held by such Paying Agent shall be held only in Eligible  Accounts to the extent
such sums are not distributed to the  Certificateholders  on the date of receipt
by such Paying Agent.




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<PAGE>



                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

     Section  6.01  Respective  Liabilities  of the  Depositor  and  the  Master
          Servicer.

        The Depositor and the Master Servicer shall each be liable in accordance
herewith only to the extent of the  obligations  specifically  and  respectively
imposed upon and undertaken by the Depositor and the Master Servicer herein.  By
way of  illustration  and not  limitation,  the  Depositor is not liable for the
servicing  and  administration  of the  Mortgage  Loans,  nor is it obligated by
Section  7.01 or 10.01 to assume any  obligations  of the Master  Servicer or to
appoint a designee  to assume such  obligations,  nor is it liable for any other
obligation  hereunder  that it may, but is not  obligated  to,  assume unless it
elects to assume such obligation in accordance herewith.

     Section  6.02  Merger  or  Consolidation  of the  Depositor  or the  Master
          Servicer;  Assignment  of Rights  and  Delegation  of Duties by Master
          Servicer.

        (a) The Depositor and the Master  Servicer will each keep in full effect
its  existence,  rights and  franchises as a  corporation  under the laws of the
state of its incorporation,  and will each obtain and preserve its qualification
to do  business  as a foreign  corporation  in each  jurisdiction  in which such
qualification   is  or  shall  be   necessary   to  protect  the   validity  and
enforceability of this Agreement,  the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

        (b) Any Person into which the  Depositor  or the Master  Servicer may be
merged  or  consolidated,  or any  corporation  resulting  from  any  merger  or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person  succeeding to the business of the Depositor or the Master  Servicer,
shall be the successor of the Depositor or the Master Servicer,  as the case may
be,  hereunder,  without the execution or filing of any paper or any further act
on the  part of any of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding;  provided,  however,  that the successor or surviving Person to
the Master  Servicer  shall be qualified to service  mortgage loans on behalf of
Fannie Mae or Freddie  Mac;  and  provided  further  that each  Rating  Agency's
ratings,  if any, of the Class A, Class R, Class M or Class B Certificates  will
not be  qualified,  reduced or withdrawn as a result  thereof (as evidenced by a
letter to such effect from each Rating Agency).

        (c) Notwithstanding  anything else in this Section 6.02 and Section 6.04
to the  contrary,  the Master  Servicer  may assign its rights and  delegate its
duties and obligations under this Agreement;  provided that the Person accepting
such  assignment or  delegation  shall be a Person which is qualified to service
mortgage   loans  on  behalf  of  Fannie  Mae  or  Freddie  Mac,  is  reasonably
satisfactory  to the  Trustee  and the  Depositor,  is willing  to  service  the
Mortgage  Loans and executes and  delivers to the  Depositor  and the Trustee an
agreement,  in form and substance  reasonably  satisfactory to the Depositor and
the Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or


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<PAGE>



observed by the Master Servicer under this Agreement; provided further that each
Rating Agency's  rating of the Classes of  Certificates  that have been rated in
effect  immediately  prior  to  such  assignment  and  delegation  will  not  be
qualified,  reduced or withdrawn as a result of such  assignment  and delegation
(as evidenced by a letter to such effect from each Rating  Agency).  In the case
of any such  assignment and  delegation,  the Master  Servicer shall be released
from its obligations under this Agreement, except that the Master Servicer shall
remain  liable for all  liabilities  and  obligations  incurred  by it as Master
Servicer  hereunder  prior  to  the  satisfaction  of  the  conditions  to  such
assignment and delegation set forth in the next preceding sentence.

     Section 6.03 Limitation on Liability of the Depositor,  the Master Servicer
          and Others.

        Neither the  Depositor,  the Master  Servicer nor any of the  directors,
officers,  employees or agents of the Depositor or the Master  Servicer shall be
under any liability to the Trust Fund or the  Certificateholders  for any action
taken or for refraining  from the taking of any action in good faith pursuant to
this  Agreement,  or for  errors  in  judgment;  provided,  however,  that  this
provision  shall not  protect  the  Depositor,  the Master  Servicer or any such
Person  against any breach of warranties or  representations  made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross  negligence in the performance of duties or by reason of reckless
disregard  of  obligations  and  duties  hereunder.  The  Depositor,  the Master
Servicer and any  director,  officer,  employee or agent of the Depositor or the
Master  Servicer  may rely in good faith on any document of any kind prima facie
properly  executed and submitted by any Person  respecting  any matters  arising
hereunder.  The  Depositor,  the  Master  Servicer  and any  director,  officer,
employee or agent of the Depositor or the Master  Servicer  shall be indemnified
by the Trust  Fund and held  harmless  against  any loss,  liability  or expense
incurred in connection  with any legal action  relating to this Agreement or the
Certificates,  other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage  Loans (except as any such loss,  liability or expense
shall be  otherwise  reimbursable  pursuant  to this  Agreement)  and any  loss,
liability  or expense  incurred by reason of willful  misfeasance,  bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder.

        Neither  the  Depositor  nor the  Master  Servicer  shall be  under  any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding,  hearing or  examination  that is not  incidental to its  respective
duties  under this  Agreement  and which in its  opinion  may  involve it in any
expense  or  liability;  provided,  however,  that the  Depositor  or the Master
Servicer may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the  rights  and  duties of the  parties  hereto  and the  interests  of the
Certificateholders  hereunder.  In such event,  the legal  expenses and costs of
such action,  proceeding,  hearing or  examination  and any liability  resulting
therefrom  shall be expenses,  costs and  liabilities of the Trust Fund, and the
Depositor and the Master  Servicer  shall be entitled to be reimbursed  therefor
out of amounts  attributable  to the Mortgage  Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution  Date(s)  following
such reimbursement,  the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate  Interest on each Class entitled thereto
in the same manner as if such expenses


                                             118

<PAGE>



and costs constituted a Prepayment Interest Shortfall.

        Section  6.04 Depositor and Master Servicer Not to Resign.

        Subject to the provisions of Section 6.02, neither the Depositor nor the
Master  Servicer shall resign from its respective  obligations and duties hereby
imposed on it except upon  determination that its duties hereunder are no longer
permissible  under  applicable  law.  Any  such  determination   permitting  the
resignation  of the  Depositor or the Master  Servicer  shall be evidenced by an
Opinion  of  Counsel  (at the  expense of the  resigning  party) to such  effect
delivered to the  Trustee.  No such  resignation  by the Master  Servicer  shall
become  effective  until the Trustee or a successor  servicer shall have assumed
the Master  Servicer's  responsibilities  and  obligations  in  accordance  with
Section 7.02.




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<PAGE>



                                   ARTICLE VII

                                     DEFAULT

        Section  7.01 Events of Default.

        Event of Default,  wherever used herein,  means any one of the following
events  (whatever  reason  for such  Event of  Default  and  whether it shall be
voluntary or  involuntary  or be effected by operation of law or pursuant to any
judgment,  decree or order of any court or any order,  rule or regulation of any
administrative or governmental body):

        (a)  the  Master  Servicer  shall  fail to  distribute  or  cause  to be
distributed to Holders of Certificates of any Class any distribution required to
be made under the terms of the  Certificates  of such  Class and this  Agreement
and, in either case,  such failure shall  continue  unremedied for a period of 5
days after the date upon which written  notice of such failure,  requiring  such
failure to be  remedied,  shall have been  given to the Master  Servicer  by the
Trustee  or the  Depositor  or to the Master  Servicer,  the  Depositor  and the
Trustee by the  Holders of  Certificates  of such  Class  evidencing  Percentage
Interests aggregating not less than 25%; or

               (i) the Master  Servicer  shall fail to observe or perform in any
        material respect any other of the covenants or agreements on the part of
        the Master  Servicer  contained in the  Certificates  of any Class or in
        this Agreement and such failure shall  continue  unremedied for a period
        of 30 days (except that such number of days shall be 15 in the case of a
        failure to pay the premium for any Required  Insurance Policy) after the
        date on which written  notice of such failure,  requiring the same to be
        remedied, shall have been given to the Master Servicer by the Trustee or
        the Depositor,  or to the Master Servicer, the Depositor and the Trustee
        by the  Holders  of  Certificates  of any Class  evidencing,  as to such
        Class, Percentage Interests aggregating not less than 25%; or

               (ii) a  decree  or  order of a court  or  agency  or  supervisory
        authority  having  jurisdiction  in the premises in an involuntary  case
        under any present or future federal or state  bankruptcy,  insolvency or
        similar law or appointing a conservator or receiver or liquidator in any
        insolvency,  readjustment of debt, marshalling of assets and liabilities
        or similar  proceedings,  or for the  winding-up or  liquidation  of its
        affairs,  shall have been entered  against the Master  Servicer and such
        decree or order shall have  remained in force  undischarged  or unstayed
        for a period of 60 days; or

               (iii) the Master  Servicer shall consent to the  appointment of a
        conservator or receiver or liquidator in any insolvency, readjustment of
        debt, marshalling of assets and liabilities,  or similar proceedings of,
        or  relating  to,  the Master  Servicer  or of, or  relating  to, all or
        substantially all of the property of the Master Servicer; or

               (iv) the Master  Servicer shall admit in writing its inability to
          pay its debts


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        generally as they become due,  file a petition to take  advantage of, or
        commence  a  voluntary  case  under,   any   applicable   insolvency  or
        reorganization  statute,  make  an  assignment  for the  benefit  of its
        creditors, or voluntarily suspend payment of its obligations; or

               (v) the Master  Servicer  shall  notify the  Trustee  pursuant to
        Section 4.04(b) that it is unable to deposit in the Certificate  Account
        an amount equal to the Advance.

        If an Event of  Default  described  in clauses  (i)-(v) of this  Section
shall  occur,  then,  and in each and every such case,  so long as such Event of
Default shall not have been remedied,  either the Depositor or the Trustee shall
at the  direction  of Holders of  Certificates  entitled  to at least 51% of the
Voting Rights, by notice in writing to the Master Servicer (and to the Depositor
if given by the Trustee or to the Trustee if given by the Depositor),  terminate
all of the rights and  obligations  of the Master  Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof, other than its rights
as a Certificateholder hereunder; provided, however, the successor to the Master
Servicer  appointed  pursuant to Section 7.02 shall have  accepted the duties of
Master  Servicer  effective upon the resignation of the Master  Servicer.  If an
Event of Default  described in clause (v) hereof shall occur, the Trustee shall,
by notice to the Master Servicer and the Depositor, immediately terminate all of
the rights and  obligations  of the Master  Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds  thereof,  other than its rights as a
Certificateholder  hereunder  as  provided in Section  4.04(b).  On or after the
receipt by the Master Servicer of such written  notice,  all authority and power
of the  Master  Servicer  under  this  Agreement,  whether  with  respect to the
Certificates  (other  than  as a  Holder  thereof)  or  the  Mortgage  Loans  or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the  Trustee's  designee  appointed  pursuant  to  Section  7.02;  and,  without
limitation,  the  Trustee is hereby  authorized  and  empowered  to execute  and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments,  and to do or accomplish all other acts
or things  necessary  or  appropriate  to effect the  purposes of such notice of
termination,  whether to complete the transfer and  endorsement or assignment of
the Mortgage  Loans and related  documents,  or otherwise.  The Master  Servicer
agrees to cooperate with the Trustee in effecting the  termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts  which  shall at the time be credited  to the  Custodial  Account or the
Certificate  Account or  thereafter  be received  with  respect to the  Mortgage
Loans. No such  termination  shall release the Master Servicer for any liability
that it would  otherwise  have  hereunder  for any act or omission  prior to the
effective time of such termination.

        Notwithstanding any termination of the activities of Residential Funding
in its  capacity as Master  Servicer  hereunder,  Residential  Funding  shall be
entitled  to  receive,  out of any late  collection  of a Monthly  Payment  on a
Mortgage  Loan  which  was  due  prior  to the  notice  terminating  Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice,  that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof,  and any other amounts payable to Residential Funding hereunder
the  entitlement  to which  arose  prior to the  termination  of its  activities
hereunder.  Upon the  termination  of  Residential  Funding  as Master  Servicer
hereunder the Depositor shall


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deliver to the Trustee a copy of the Program Guide.

        Section  7.02 Trustee or Depositor to Act; Appointment of Successor.

        (a) On and  after  the time the  Master  Servicer  receives  a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the  Depositor and with the  Depositor's  consent
(which shall not be unreasonably withheld) a designee (which meets the standards
set forth below) of the Trustee,  shall be the  successor in all respects to the
Master  Servicer  in its  capacity  as  servicer  under this  Agreement  and the
transactions  set forth or  provided  for herein and shall be subject to all the
responsibilities,  duties and liabilities  relating thereto placed on the Master
Servicer (except for the  responsibilities,  duties and liabilities contained in
Sections 2.02 and 2.03(a),  excluding the duty to notify related Subservicers as
set forth in such Sections, and its obligations to deposit amounts in respect of
losses  incurred  prior to such notice or termination on the investment of funds
in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c)
and 4.01(c) by the terms and provisions  hereof);  provided,  however,  that any
failure to  perform  such  duties or  responsibilities  caused by the  preceding
Master Servicer's failure to provide information  required by Section 4.04 shall
not be considered a default by the Trustee hereunder.  As compensation therefor,
the Trustee shall be entitled to all funds  relating to the Mortgage Loans which
the Master Servicer would have been entitled to charge to the Custodial  Account
or the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with  amounts  attributable  to the  Mortgage  Loans held in the  Custodial
Account or the Certificate  Account.  If the Trustee has become the successor to
the Master  Servicer in  accordance  with  Section  6.04 or Section  7.01,  then
notwithstanding  the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act,  appoint,  or petition a court of competent
jurisdiction to appoint,  any established housing and home finance  institution,
which  is  also  a  Fannie  Mae  or  Freddie  Mac-approved   mortgage  servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the  Master  Servicer  hereunder  in the  assumption  of all or any  part of the
responsibilities,  duties  or  liabilities  of the  Master  Servicer  hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become  successor to the Master Servicer and shall act in such capacity as
hereinabove  provided.  In connection with such appointment and assumption,  the
Trustee may make such arrangements for the compensation of such successor out of
payments on  Mortgage  Loans as it and such  successor  shall  agree;  provided,
however,  that no such  compensation  shall be in excess of that  permitted  the
initial Master Servicer hereunder. The Depositor, the Trustee, the Custodian and
such successor shall take such action,  consistent with this Agreement, as shall
be  necessary to  effectuate  any such  succession.  The  Servicing  Fee for any
successor  Master  Servicer  appointed  pursuant  to this  Section  7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than  0.50% per annum in the event that the  successor
Master  Servicer  is  not  servicing  such  Mortgage  Loans  directly  and it is
necessary to raise the related  Subservicing Fee to a rate of 0.50% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.

     (b) In  connection  with  the  termination  or  resignation  of the  Master
Servicer hereunder,


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either (i) the successor Master  Servicer,  including the Trustee if the Trustee
is acting as successor Master Servicer, shall represent and warrant that it is a
member  of MERS in good  standing  and shall  agree to  comply  in all  material
respects with the rules and procedures of MERS in connection  with the servicing
of the  Mortgage  Loans  that  are  registered  with  MERS,  in  which  case the
predecessor  Master Servicer shall cooperate with the successor  Master Servicer
in causing  MERS to revise its records to reflect the  transfer of  servicing to
the successor Master Servicer as necessary under MERS' rules and regulations, or
(ii) the predecessor  Master Servicer shall cooperate with the successor  Master
Servicer in causing  MERS to execute and  deliver an  assignment  of Mortgage in
recordable form to transfer the Mortgage from MERS to the Trustee and to execute
and  deliver  such other  notices,  documents  and other  instruments  as may be
necessary or desirable to effect a transfer of such  Mortgage  Loan or servicing
of such Mortgage Loan on the MERS(R)  System to the successor  Master  Servicer.
The  predecessor  Master  Servicer  shall  file or cause  to be  filed  any such
assignment in the appropriate  recording office. The predecessor Master Servicer
shall  bear any and all fees of MERS,  costs of  preparing  any  assignments  of
Mortgage,  and fees and costs of filing any  assignments of Mortgage that may be
required under this  subsection  (b). The successor  Master Servicer shall cause
such  assignment to be delivered to the Trustee or the  Custodian  promptly upon
receipt of the original with evidence of recording  thereon or a copy  certified
by the public recording office in which such assignment was recorded.

        Section  7.03 Notification to Certificateholders.

        (a) Upon any such  termination  or  appointment  of a  successor  to the
Master  Servicer,  the Trustee shall give prompt  written  notice thereof to the
Certificateholders  at their respective  addresses  appearing in the Certificate
Register.

        (b) Within 60 days after the  occurrence  of any Event of  Default,  the
Trustee  shall  transmit by mail to all Holders of  Certificates  notice of each
such Event of  Default  hereunder  known to the  Trustee,  unless  such Event of
Default shall have been cured or waived as provided in Section 7.04 hereof.

        Section  7.04 Waiver of Events of Default.

        The  Holders   representing  at  least  66%  of  the  Voting  Rights  of
Certificates  affected by a default or Event of Default  hereunder may waive any
default or Event of Default;  provided,  however, that (a) a default or Event of
Default  under  clause  (i) of  Section  7.01 may be  waived  only by all of the
Holders of Certificates  affected by such default or Event of Default and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver
of a default or Event of  Default  by the  Holders  representing  the  requisite
percentage of Voting Rights of Certificates affected by such default or Event of
Default,  such  default  or Event of Default  shall  cease to exist and shall be
deemed to have been remedied for every purpose  hereunder.  No such waiver shall
extend to any  subsequent  or other  default  or Event of  Default or impair any
right consequent thereon except to the extent expressly so waived.


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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

        Section  8.01 Duties of Trustee.

        (a) The  Trustee,  prior to the  occurrence  of an Event of Default  and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are  specifically  set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived),  the Trustee shall  exercise such of the rights and powers vested in it
by this  Agreement,  and use the same degree of care and skill in their exercise
as a prudent  investor  would  exercise  or use under the  circumstances  in the
conduct of such investor's own affairs.

        (b)  The  Trustee,  upon  receipt  of  all  resolutions,   certificates,
statements,  opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically  required to be furnished  pursuant to any
provision  of this  Agreement,  shall  examine  them to  determine  whether they
conform to the  requirements  of this  Agreement.  The Trustee  shall notify the
Certificateholders  of any such documents which do not materially conform to the
requirements  of  this  Agreement  in the  event  that  the  Trustee,  after  so
requesting, does not receive satisfactorily corrected documents.

        The Trustee shall  forward or cause to be forwarded in a timely  fashion
the  notices,  reports and  statements  required to be  forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03, and 10.01. The Trustee shall furnish in a
timely fashion to the Master  Servicer such  information as the Master  Servicer
may reasonably  request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement.  The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of each of REMIC I, REMIC II,  REMIC III and REMIC IV as a REMIC under the REMIC
Provisions  and (subject to Section  10.01(f)) to prevent the  imposition of any
federal, state or local income,  prohibited  transaction,  contribution or other
tax on the Trust Fund to the extent that  maintaining  such status and  avoiding
such taxes are  reasonably  within the control of the Trustee and are reasonably
within the scope of its duties under this Agreement.

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

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


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        correctness of the opinions expressed therein,  upon any certificates or
        opinions  furnished  to the  Trustee  by  the  Depositor  or the  Master
        Servicer and which on their face, do not contradict the  requirements of
        this Agreement;

               (ii) The Trustee shall not be  personally  liable for an error of
        judgment  made in good faith by a  Responsible  Officer  or  Responsible
        Officers of the Trustee,  unless it shall be proved that the Trustee was
        negligent in ascertaining the pertinent facts;

               (iii) The Trustee shall not be personally  liable with respect to
        any action taken, suffered or omitted to be taken by it in good faith in
        accordance  with  the  direction  of  the   Certificateholders   holding
        Certificates which evidence,  Percentage Interests  aggregating not less
        than 25% of the  affected  classes  as to the time,  method and place of
        conducting any proceeding  for any remedy  available to the Trustee,  or
        exercising  any trust or power  conferred  upon the Trustee,  under this
        Agreement;

               (iv) The  Trustee  shall not be  charged  with  knowledge  of any
        default  (other than a default in payment to the  Trustee)  specified in
        clauses  (i) and  (ii) of  Section  7.01 or an Event  of  Default  under
        clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer
        of the Trustee  assigned to and working in the  Corporate  Trust  Office
        obtains  actual  knowledge  of such  failure  or  event  or the  Trustee
        receives  written notice of such failure or event at its Corporate Trust
        Office from the Master Servicer, the Depositor or any Certificateholder;
        and

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

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



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        Section  8.02 Certain Matters Affecting the Trustee.

        (a)    Except as otherwise provided in Section 8.01:

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

               (ii) The  Trustee  may  consult  with  counsel and any Opinion of
        Counsel  shall be full and  complete  authorization  and  protection  in
        respect of any action  taken or suffered or omitted by it  hereunder  in
        good faith and in accordance with such Opinion of Counsel;

               (iii) The Trustee shall be under no obligation to exercise any of
        the trusts or powers  vested in it by this  Agreement  or to  institute,
        conduct or defend any litigation  hereunder or in relation hereto at the
        request, order or direction of any of the  Certificateholders,  pursuant
        to the  provisions  of this  Agreement,  unless such  Certificateholders
        shall have  offered to the  Trustee  reasonable  security  or  indemnity
        against  the  costs,  expenses  and  liabilities  which may be  incurred
        therein or thereby; nothing contained herein shall, however, relieve the
        Trustee of the  obligation,  upon the  occurrence of an Event of Default
        (which has not been  cured),  to exercise  such of the rights and powers
        vested in it by this  Agreement,  and to use the same degree of care and
        skill in their  exercise  as a prudent  investor  would  exercise or use
        under the circumstances in the conduct of such investor's own affairs;

               (iv) The Trustee  shall not be  personally  liable for any action
        taken,  suffered or omitted by it in good faith and believed by it to be
        authorized or within the  discretion or rights or powers  conferred upon
        it by this Agreement;

               (v) Prior to the occurrence of an Event of Default  hereunder and
        after the curing of all Events of Default which may have  occurred,  the
        Trustee shall not be bound to make any  investigation  into the facts or
        matters stated in any resolution,  certificate,  statement,  instrument,
        opinion,  report, notice,  request,  consent,  order, approval,  bond or
        other paper or  document,  unless  requested  in writing so to do by the
        Holders  of  Certificates  of any Class  evidencing,  as to such  Class,
        Percentage Interests,  aggregating not less than 50%; provided, however,
        that if the  payment  within a  reasonable  time to the  Trustee  of the
        costs, expenses or liabilities likely to be incurred by it in the making
        of such investigation is, in the opinion of the Trustee,  not reasonably
        assured to the  Trustee by the  security  afforded to it by the terms of
        this Agreement,  the Trustee may require  reasonable  indemnity  against
        such  expense  or  liability  as  a  condition  to  so  proceeding.  The
        reasonable expense of every such examination shall be paid by the Master
        Servicer,  if an Event of Default shall have occurred and is continuing,
        and otherwise by the Certificateholder requesting the investigation;


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<PAGE>




               (vi)  The  Trustee  may  execute  any of  the  trusts  or  powers
        hereunder  or perform  any duties  hereunder  either  directly  or by or
        through  agents or  attorneys  provided  that the Trustee  shall  remain
        liable for any acts of such agents or attorneys; and

               (vii) To the extent authorized under the Code and the regulations
        promulgated  thereunder,  each  Holder of a Class R  Certificate  hereby
        irrevocably   appoints   and   authorizes   the   Trustee   to  be   its
        attorney-in-fact  for purposes of signing any Tax Returns required to be
        filed on behalf of the Trust Fund.  The Trustee  shall sign on behalf of
        the Trust Fund and deliver to the Master Servicer in a timely manner any
        Tax  Returns  prepared by or on behalf of the Master  Servicer  that the
        Trustee  is  required  to  sign as  determined  by the  Master  Servicer
        pursuant to applicable  federal,  state or local tax laws, provided that
        the Master Servicer shall indemnify the Trustee for signing any such Tax
        Returns that contain errors or omissions.

        (b) Following the issuance of the  Certificates  (and except as provided
for in Section 3.22(d)), the Trustee shall not accept any contribution of assets
to the Trust  Fund  unless it shall  have  obtained  or been  furnished  with an
Opinion of Counsel to the effect that such  contribution  will not (i) cause any
of REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any
time that any  Certificates  are  outstanding or (ii) cause the Trust Fund to be
subject  to any  federal  tax as a result of such  contribution  (including  the
imposition of any federal tax on "prohibited transactions" imposed under Section
860F(a) of the Code).

        Section  8.03 Trustee Not Liable for Certificates or Mortgage Loans.

        The recitals  contained herein and in the  Certificates  (other than the
execution of the  Certificates and relating to the acceptance and receipt of the
Mortgage  Loans) shall be taken as the statements of the Depositor or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness.  The  Trustee  makes  no  representations  as to  the  validity  or
sufficiency  of  this  Agreement  or  of  the  Certificates   (except  that  the
Certificates  shall be duly and  validly  executed  and  authenticated  by it as
Certificate  Registrar) or of any Mortgage Loan or related document,  or of MERS
or the MERS(R) System.  Except as otherwise  provided herein,  the Trustee shall
not be  accountable  for the use or  application  by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates,  or
for the use or  application  of any funds  paid to the  Depositor  or the Master
Servicer in respect of the Mortgage  Loans or deposited in or withdrawn from the
Custodial  Account or the  Certificate  Account by the  Depositor  or the Master
Servicer.



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        Section  8.04 Trustee May Own Certificates.

        The Trustee in its individual or any other capacity may become the owner
or pledgee  of  Certificates  with the same  rights it would have if it were not
Trustee.

     Section  8.05  Master   Servicer  to  Pay  Trustee's   Fees  and  Expenses;
          Indemnification.

        (a) The Master  Servicer  covenants and agrees to pay to the Trustee and
any co- trustee from time to time, and the Trustee and any  co-trustee  shall be
entitled  to,  reasonable  compensation  (which  shall  not  be  limited  by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services  rendered by each of them in the execution of the trusts hereby
created  and in the  exercise  and  performance  of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse  the  Trustee  and any  co-trustee  upon  request  for all  reasonable
expenses,  disbursements  and  advances  incurred  or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable  compensation  and the expenses and  disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any  co-trustee in connection  with the  appointment  of an office or
agency  pursuant  to Section  8.12)  except any such  expense,  disbursement  or
advance as may arise from its negligence or bad faith.

        (b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless  against,  any loss,  liability or expense incurred without
negligence or willful  misconduct on its part,  arising out of, or in connection
with, the acceptance and  administration of the Trust Fund,  including the costs
and expenses (including  reasonable legal fees and expenses) of defending itself
against any claim in connection  with the exercise or  performance of any of its
powers or duties under this Agreement, provided that:

               (i) with respect to any such claim,  the Trustee shall have given
        the Master  Servicer  written notice thereof  promptly after the Trustee
        shall have actual knowledge thereof;

               (ii) while maintaining control over its own defense,  the Trustee
        shall  cooperate and consult fully with the Master Servicer in preparing
        such defense; and

               (iii) notwithstanding anything in this Agreement to the contrary,
        the Master  Servicer  shall not be liable for settlement of any claim by
        the  Trustee  entered  into  without  the prior  consent  of the  Master
        Servicer which consent shall not be unreasonably withheld.

        No termination of this Agreement shall affect the obligations created by
this Section  8.05(b) of the Master  Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.

     Notwithstanding the foregoing,  the indemnification  provided by the Master
Servicer in this


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Section  8.05(b)  shall not  pertain  to any loss,  liability  or expense of the
Trustee, including the costs and expenses of defending itself against any claim,
incurred in connection with any actions taken by the Trustee at the direction of
Certificateholders pursuant to the terms of this Agreement.

        Section  8.06 Eligibility Requirements for Trustee.

        The  Trustee  hereunder  shall  at  all  times  be  a  national  banking
association or a New York banking  corporation  having its principal office in a
state and city  acceptable to the  Depositor  and  organized and doing  business
under the laws of such state or the United States of America,  authorized  under
such laws to exercise  corporate  trust  powers,  having a combined  capital and
surplus of at least  $50,000,000  and subject to  supervision  or examination by
federal or state authority.  If such corporation or national banking association
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of the aforesaid  supervising or examining authority,  then for the
purposes of this  Section the combined  capital and surplus of such  corporation
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so published.

        In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07.

        Section 8.07 Resignation and Removal of the Trustee.

        (a) The Trustee may at any time resign and be discharged from the trusts
hereby  created by giving written notice thereof to the Depositor and the Master
Servicer.  Upon  receiving  such  notice of  resignation,  the  Depositor  shall
promptly appoint a successor trustee by written  instrument,  in duplicate,  one
copy of which  instrument  shall be delivered to the  resigning  Trustee and one
copy to the  successor  trustee.  If no  successor  trustee  shall  have been so
appointed and have accepted  appointment within 30 days after the giving of such
notice of  resignation  then the  resigning  Trustee may  petition  any court of
competent jurisdiction for the appointment of a successor trustee.

        (b) If at any time the Trustee  shall cease to be eligible in accordance
with the  provisions  of  Section  8.06 and shall fail to resign  after  written
request  therefor by the  Depositor,  or if at any time the Trustee shall become
incapable of acting, or shall be adjudged  bankrupt or insolvent,  or a receiver
of the Trustee or of its  property  shall be  appointed,  or any public  officer
shall take  charge or control of the  Trustee or of its  property or affairs for
the purpose of rehabilitation,  conservation or liquidation,  then the Depositor
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate,  one copy of which  instrument  shall be  delivered to the Trustee so
removed and one copy to the successor  trustee.  In addition,  in the event that
the Depositor  determines that the Trustee has failed (i) to distribute or cause
to be distributed to  Certificateholders  any amount  required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master  Servicer or the  Depositor)  for  distribution  or (ii) to otherwise
observe or perform in any material  respect any of its covenants,  agreements or
obligations  hereunder,  and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of


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clause  (ii)  above)  after the date on which  written  notice of such  failure,
requiring that the same be remedied, shall have been given to the Trustee by the
Depositor,  then the  Depositor  may remove the  Trustee and appoint a successor
trustee by written instrument  delivered as provided in the preceding  sentence.
In  connection  with the  appointment  of a  successor  trustee  pursuant to the
preceding sentence, the Depositor shall, on or before the date on which any such
appointment   becomes   effective,   obtain  from  each  Rating  Agency  written
confirmation  that the appointment of any such successor trustee will not result
in the  reduction  of the  ratings  on any class of the  Certificates  below the
lesser of the then current or original ratings on such Certificates.

        (c) The Holders of  Certificates  entitled to at least 51% of the Voting
Rights may at any time remove the  Trustee  and  appoint a successor  trustee by
written  instrument or  instruments,  in  triplicate,  signed by such Holders or
their  attorneys-in-fact duly authorized,  one complete set of which instruments
shall be delivered to the Depositor,  one complete set to the Trustee so removed
and one complete set to the successor so appointed.

        (d) Any  resignation  or removal of the  Trustee  and  appointment  of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.

        Section  8.08 Successor Trustee.

        (a) Any  successor  trustee  appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor and to its predecessor trustee
an  instrument   accepting  such  appointment   hereunder,   and  thereupon  the
resignation  or removal of the  predecessor  trustee shall become  effective and
such  successor  trustee  shall become  effective  and such  successor  trustee,
without any further act, deed or conveyance,  shall become fully vested with all
the rights,  powers, duties and obligations of its predecessor  hereunder,  with
the like  effect as if  originally  named as  trustee  herein.  The  predecessor
trustee shall deliver to the  successor  trustee all Mortgage  Files and related
documents and statements held by it hereunder  (other than any Mortgage Files at
the time held by a  Custodian,  which  shall  become the agent of any  successor
trustee hereunder),  and the Depositor,  the Master Servicer and the predecessor
trustee shall execute and deliver such  instruments  and do such other things as
may  reasonably be required for more fully and certainly  vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.

        (b) No successor  trustee shall accept  appointment  as provided in this
Section unless at the time of such  acceptance  such successor  trustee shall be
eligible under the provisions of Section 8.06.

        (c) Upon acceptance of appointment by a successor trustee as provided in
this Section,  the Depositor shall mail notice of the succession of such trustee
hereunder  to all Holders of  Certificates  at their  addresses  as shown in the
Certificate  Register. If the Depositor fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee,  the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.


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        Section  8.09 Merger or Consolidation of Trustee.

        Any corporation or national  banking  association into which the Trustee
may be  merged  or  converted  or  with  which  it may  be  consolidated  or any
corporation  or  national  banking   association   resulting  from  any  merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation or national  banking  association  succeeding to the business of the
Trustee,  shall  be  the  successor  of the  Trustee  hereunder,  provided  such
corporation  or  national  banking  association  shall  be  eligible  under  the
provisions of Section 8.06,  without the execution or filing of any paper or any
further act on the part of any of the  parties  hereto,  anything  herein to the
contrary  notwithstanding.  The Trustee  shall mail notice of any such merger or
consolidation  to the  Certificateholders  at  their  address  as  shown  in the
Certificate Register.

        Section 8.10 Appointment of Co-Trustee or Separate Trustee.

        (a)  Notwithstanding  any other provisions  hereof, at any time, for the
purpose of meeting any legal  requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located,  the
Master  Servicer and the Trustee  acting  jointly shall have the power and shall
execute and deliver all  instruments to appoint one or more Persons  approved by
the Trustee to act as co-trustee or  co-trustees,  jointly with the Trustee,  or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or  Persons,  in such  capacity,  such title to the Trust
Fund, or any part thereof,  and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider  necessary  or  desirable.  If the Master  Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment.  No
co-trustee or separate trustee  hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders  of  Certificates  of  the  appointment  of  co-trustee(s)  or  separate
trustee(s) shall be required under Section 8.08 hereof.

        (b) In the case of any  appointment of a co-trustee or separate  trustee
pursuant  to this  Section  8.10 all  rights,  powers,  duties  and  obligations
conferred  or imposed  upon the Trustee  shall be  conferred or imposed upon and
exercised or performed by the Trustee,  and such separate  trustee or co-trustee
jointly,  except to the extent that under any law of any  jurisdiction  in which
any particular act or acts are to be performed  (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights,  powers,
duties and obligations  (including the holding of title to the Trust Fund or any
portion  thereof in any such  jurisdiction)  shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.

        (c) Any notice,  request or other  writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as  effectively  as if given to each of them.  Every  instrument  appointing any
separate trustee or co-trustee shall refer to this Agreement and the


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conditions of this Article VIII. Each separate trustee and co-trustee,  upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of  appointment,  either jointly with the Trustee or
separately,  as may be provided  therein,  subject to all the provisions of this
Agreement,  specifically including every provision of this Agreement relating to
the conduct of,  affecting  the liability  of, or affording  protection  to, the
Trustee. Every such instrument shall be filed with the Trustee.

        (d) Any separate trustee or co-trustee may, at any time,  constitute the
Trustee,  its agent or attorney-in-fact,  with full power and authority,  to the
extent not  prohibited  by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name.  If any separate  trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties,  rights,  remedies  and trusts shall vest in and be exercised by the
Trustee,  to the extent  permitted by law,  without the  appointment of a new or
successor trustee.

        Section  8.11 Appointment of Custodians.

        The  Trustee  may,  with the  consent  of the  Master  Servicer  and the
Depositor,  appoint  one or  more  Custodians  who  are  not  Affiliates  of the
Depositor or the Master  Servicer to hold all or a portion of the Mortgage Files
as agent for the Trustee,  by entering  into a Custodial  Agreement.  Subject to
Article  VIII,  the Trustee  agrees to comply  with the terms of each  Custodial
Agreement and to enforce the terms and provisions  thereof against the Custodian
for the benefit of the Certificateholders.  Each Custodian shall be a depository
institution  subject to supervision by federal or state authority,  shall have a
combined  capital and surplus of at least  $15,000,000 and shall be qualified to
do  business  in the  jurisdiction  in which it holds any  Mortgage  File.  Each
Custodial  Agreement  may be amended  only as  provided  in Section  11.01.  The
Trustee shall notify the  Certificateholders of the appointment of any Custodian
(other than the  Custodian  appointed as of the Closing  Date)  pursuant to this
Section 8.11.

        Section  8.12 Appointment of Office or Agency.

        The  Trustee  will  maintain an office or agency in the City of New York
where  Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially  designates its offices located at DTC Transfer  Services,
55 Water  Street,  Jeanette  Park  Entrance,  New York,  New York  10041 for the
purpose of keeping the Certificate Register. The Trustee will maintain an office
at the address stated in Section 11.05(c) hereof where notices and demands to or
upon the Trustee in respect of this Agreement may be served.




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                                   ARTICLE IX

              TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES

     Section 9.01 Optional  Purchase by the Master Servicer of All Certificates;
          Termination Upon Purchase by the Master Servicer or Liquidation of All
          Mortgage Loans.

        (a)  Subject  to  Section   9.02,   the   respective   obligations   and
responsibilities  of the Depositor,  the Master Servicer and the Trustee created
hereby in respect of the Certificates  (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Depositor to send certain  notices as hereinafter  set
forth) shall  terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:

               (i) the later of the final payment or other  liquidation  (or any
        Advance with respect thereto) of the last Mortgage Loan remaining in the
        Trust Fund or the disposition of all property  acquired upon foreclosure
        or deed in lieu of foreclosure of any Mortgage Loan, or

               (ii) the purchase by the Master Servicer of all Group I Loans and
        all  property  acquired in respect of any Group I Loan  remaining in the
        Trust Fund,  the  purchase by the Master  Servicer of all Group II Loans
        and all property  acquired in respect of any Group II Loan  remaining in
        the Trust Fund and the purchase by the Master  Servicer of all Group III
        Loans  and all  property  acquired  in  respect  of any  Group  III Loan
        remaining in the Trust Fund,  in each case,  at a price equal to 100% of
        the unpaid  principal  balance of each  Mortgage  Loan (or, if less than
        such unpaid  principal  balance,  the fair  market  value of the related
        underlying property of such Mortgage Loan with respect to Mortgage Loans
        as to which title has been  acquired  if such fair market  value is less
        than such unpaid principal  balance) (net of any  unreimbursed  Advances
        attributable  to  principal)  on the  day of  repurchase,  plus  accrued
        interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate
        in the case of any Modified  Mortgage Loan), to, but not including,  the
        first day of the month in which such  repurchase  price is  distributed;
        provided,  however,  that in no event  shall  the trust  created  hereby
        continue  beyond the  expiration  of 21 years from the death of the last
        survivor of the descendants of Joseph P. Kennedy, the late ambassador of
        the United States to the Court of St. James,  living on the date hereof;
        provided  further,  that, if the amount due under any Certificate  shall
        not have been  reduced to zero prior to the  Maturity  Date,  the Master
        Servicer  shall be required to terminate  this  Agreement in  accordance
        with this clause (ii); and provided further, that the purchase price set
        forth above shall be increased as is  necessary,  as  determined  by the
        Master Servicer, to avoid  disqualification of any of REMIC I, REMIC II,
        REMIC III or REMIC IV as a REMIC.

        The right of the Master Servicer to purchase all the assets of the Trust
Fund relating to the Group I Loans, pursuant to clause (ii) above is conditioned
upon the date of such purchase occurring


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on or after the  Group I  Optional  Termination  Date.  The right of the  Master
Servicer to purchase  all the assets of the Trust Fund  relating to the Group II
Loans,  pursuant  to  clause  (ii)  above is  conditioned  upon the date of such
purchase occurring on or after the Group II Optional Termination Date. The right
of the Master  Servicer to purchase all the assets of the Trust Fund relating to
the Group III Loans,  pursuant to clause (ii) above is conditioned upon the date
of such purchase occurring on or after the Group III Optional  Termination Date.
If such right is exercised by the Master Servicer,  the Master Servicer shall be
deemed to have been reimbursed for the full amount of any unreimbursed  Advances
theretofore  made by it with respect to the Mortgage Loans being  purchased.  In
addition,  the Master  Servicer  shall provide to the Trustee the  certification
required  by Section  3.15 and the  Trustee and any  Custodian  shall,  promptly
following  payment of the  purchase  price,  release to the Master  Servicer the
Mortgage Files pertaining to the Mortgage Loans being purchased.

        In addition to the foregoing,  on any Distribution  Date on or after the
Group I Optional  Termination Date, the Master Servicer shall have the right, at
its option, to purchase the Group I Certificates in whole, but not in part, at a
price equal to the sum of the outstanding  Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued  Certificate  Interest thereon,
or, with respect to the Class A-I-3 Certificates and Class AV-I Certificates, on
their respective  Notional  Amount,  any previously  unpaid Accrued  Certificate
Interest,  and any unpaid Prepayment  Interest  Shortfall  previously  allocated
thereto. On any Distribution Date on or after the Group II Optional  Termination
Date, the Master Servicer shall have the right,  at its option,  to purchase the
Group II Certificates in whole,  but not in part, at a price equal to the sum of
the outstanding  Certificate Principal Balance of such Certificates plus the sum
of one month's Accrued  Certificate  Interest  thereon,  or, with respect to the
Class AV-II  Certificates,  on their  Notional  Amount,  any  previously  unpaid
Accrued  Certificate  Interest,  and any unpaid  Prepayment  Interest  Shortfall
previously allocated thereto. On any Distribution Date on or after the Group III
Optional  Termination  Date, the Master  Servicer  shall have the right,  at its
option,  to purchase the Group III  Certificates in whole, but not in part, at a
price equal to the sum of the outstanding  Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued  Certificate  Interest thereon,
any previously unpaid Accrued  Certificate  Interest,  and any unpaid Prepayment
Interest  Shortfall   previously  allocated  thereto.  If  the  Master  Servicer
exercises this right to purchase the outstanding Group I Certificates,  Group II
Certificates  or Group III  Certificates,  the  Master  Servicer  will  promptly
terminate the  respective  obligations  and  responsibilities  created hereby in
respect of these Certificates pursuant to this Article IX.

        (b) The Master  Servicer  shall give the  Trustee not less than 60 days'
prior notice of the Distribution  Date on which the Master Servicer  anticipates
that the final  distribution  will be made to  Certificateholders  (whether as a
result of the  exercise  by the Master  Servicer  of its right to  purchase  the
assets of the Trust Fund or otherwise).  Notice of any  termination,  specifying
the  anticipated  Final  Distribution  Date  (which  shall be a date that  would
otherwise  be  a  Distribution  Date)  upon  which  the  Certificateholders  may
surrender   their   Certificates  to  the  Trustee  for  payment  of  the  final
distribution  and  cancellation,  shall be given promptly by the Master Servicer
(if it is exercising its right to purchase the assets of the Trust Fund),  or by
the Trustee (in any other case)


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by letter to  Certificateholders  mailed not  earlier  than the 15th day and not
later  than the 25th day of the month  next  preceding  the month of such  final
distribution specifying:

               (i) the  anticipated  Final  Distribution  Date upon which  final
        payment of the Certificates is anticipated to be made upon  presentation
        and  surrender  of  Certificates  at the office or agency of the Trustee
        therein designated,

               (ii)   the amount of any such final payment, if known, and

               (iii)  that  the  Record  Date   otherwise   applicable  to  such
        Distribution Date is not applicable,  and that payment will be made only
        upon  presentation  and surrender of the  Certificates  at the office or
        agency of the Trustee therein specified.

        If the Master Servicer is obligated to give notice to Certificateholders
as aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the  Master  Servicer,  the Master  Servicer  shall  deposit in the  Certificate
Account before the Final  Distribution  Date in immediately  available  funds an
amount equal to the purchase  price for the assets of the Trust Fund computed as
above  provided.  The  Master  Servicer  shall  provide to the  Trustee  written
notification of any change to the anticipated Final Distribution Date as soon as
practicable.  If the  Trust  Fund is not  terminated  on the  anticipated  Final
Distribution  Date,  for any reason,  the  Trustee  shall  promptly  mail notice
thereof to each affected Certificateholder.

        (c)  Upon   presentation  and  surrender  of  the  Certificates  by  the
Certificateholders,  the Trustee shall distribute to the  Certificateholders (i)
the  amount  otherwise  distributable  on  such  Distribution  Date,  if  not in
connection  with the Master  Servicer's  election to repurchase,  or (ii) if the
Master  Servicer  elected to so repurchase,  an amount equal to the  outstanding
Certificate  Principal  Balance of the  Certificates,  plus Accrued  Certificate
Interest  thereon for the related  Interest  Accrual  Period and any  previously
unpaid Accrued Certificate Interest.

        (d) In the event that any  Certificateholders  shall not surrender their
Certificates  for  final  payment  and  cancellation  on  or  before  the  Final
Distribution  Date,  the  Trustee  shall on such  date  cause  all  funds in the
Certificate Account not distributed in final distribution to  Certificateholders
to be withdrawn  therefrom and credited to the remaining  Certificateholders  by
depositing  such  funds in a separate  escrow  account  for the  benefit of such
Certificateholders,  and the  Master  Servicer  (if it  exercised  its  right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall
give a second  written notice to the remaining  Certificateholders  to surrender
their  Certificates  for cancellation  and receive the final  distribution  with
respect  thereto.  If within six months after the second notice any  Certificate
shall not have  been  surrendered  for  cancellation,  the  Trustee  shall  take
appropriate  steps as directed by the Master  Servicer to contact the  remaining
Certificateholders  concerning  surrender of their  Certificates.  The costs and
expenses of maintaining the escrow account and of contacting  Certificateholders
shall be paid out of the assets  which remain in the escrow  account.  If within
nine months after the second notice any Certificates shall not have been


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surrendered for  cancellation,  the Trustee shall pay to the Master Servicer all
amounts  distributable  to the  holders  thereof and the Master  Servicer  shall
thereafter  hold such amounts until  distributed  to such  holders.  No interest
shall  accrue or be payable to any  Certificateholder  on any amount held in the
escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its  Certificate(s) for final payment thereof in accordance
with this Section 9.01 and the Certificateholders  shall look only to the Master
Servicer for such payment.

        Section  9.02 Additional Termination Requirements.

        (a) Any of REMIC I,  REMIC  II,  REMIC III and REMIC IV, as the case may
be,  shall  be   terminated  in   accordance   with  the  following   additional
requirements,  unless the  Trustee  and the Master  Servicer  have  received  an
Opinion of  Counsel  (which  Opinion  of Counsel  shall not be an expense of the
Trustee) to the effect  that the failure of any of REMIC I, REMIC II,  REMIC III
and  REMIC  IV, as the case may be,  to  comply  with the  requirements  of this
Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on
"prohibited  transactions,"  as described  in Section 860F of the Code,  or (ii)
cause any of REMIC I,  REMIC II,  REMIC III or REMIC IV to fail to  qualify as a
REMIC at any time that any Certificate is outstanding:

               (i) The Master  Servicer  shall  establish  a 90-day  liquidation
        period  for each of REMIC I,  REMIC II,  REMIC  III and  REMIC  IV,  and
        specify  the first day of such  period in a  statement  attached  to the
        Trust Fund's final Tax Return pursuant to Treasury  regulations  Section
        1.860F-1. The Master Servicer also shall satisfy all of the requirements
        of a qualified  liquidation for each of REMIC I, REMIC II, REMIC III and
        REMIC IV, under Section 860F of the Code and the regulations thereunder;

               (ii)  The  Master  Servicer  shall  notify  the  Trustee  at  the
        commencement of such 90-day  liquidation  period and, at or prior to the
        time of making of the final  payment on the  Certificates,  the  Trustee
        shall sell or otherwise  dispose of all of the  remaining  assets of the
        Trust Fund in accordance with the terms hereof; and

               (iii) If the Master  Servicer is exercising its right to purchase
        the assets of the Trust  Fund,  the Master  Servicer  shall,  during the
        90-day  liquidation  period  and at or prior to the  Final  Distribution
        Date,  purchase all of the assets of the Trust Fund for cash;  provided,
        however,  that in the  event  that a  calendar  quarter  ends  after the
        commencement  of the  90-day  liquidation  period but prior to the Final
        Distribution  Date,  the Master  Servicer  shall not purchase any of the
        assets of the Trust Fund prior to the close of that calendar quarter.

        (b) Each  Holder of a  Certificate  and the Trustee  hereby  irrevocably
approves  and appoints the Master  Servicer as its  attorney-in-fact  to adopt a
plan of complete  liquidation for each of REMIC I, REMIC II, REMIC III and REMIC
IV at the expense of the Trust Fund in accordance  with the terms and conditions
of this Agreement.




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                                    ARTICLE X

                                REMIC PROVISIONS

        Section  10.01       REMIC Administration.

        (a) The REMIC  Administrator  shall  make an  election  to treat each of
REMIC I,  REMIC II,  REMIC III and  REMIC IV as a REMIC  under the Code and,  if
necessary,  under  applicable state law. Such election will be made on Form 1066
or other appropriate  federal tax or information return (including Form 8811) or
any appropriate  state return for the taxable year ending on the last day of the
calendar  year in  which  the  Certificates  are  issued.  The  REMIC I  Regular
Interests  shall be  designated  as the  "regular  interests"  and the Class R-I
Certificates  shall be designated  as the sole class of "residual  interests" in
the REMIC I. The REMIC II Regular  Interests shall be designated as the "regular
interests" and the Class R-II Certificates shall be designated as the sole class
of "residual  interests" in REMIC II. The REMIC III Regular  Interests  shall be
designated as the "regular  interests" and the Class R-III Certificates shall be
designated  as the sole class of  "residual  interests"  in REMIC III. The Class
A-I-1,  Class A-I-2,  Class A-I-3,  Class AP-I, Class AV-I,  Class M-I-1,  Class
M-I-2, Class M-I-3,  Class A-II, Class AP-II,  Class AV-II, Class M-II-1,  Class
M-II-2, Class M-II-3, Class A-III, Class M-III-1,  Class M-III-2, Class M-III-3,
Class B-I-1, Class B-I-2, Class B-I-3, Class B-II-1, Class B-II-2, Class B-II-3,
Class B-III-1,  Class B-III-2, Class B-III-3 Certificates shall be designated as
the "regular  interests"  in REMIC IV and the Class R-IV  Certificates  shall be
designated  the sole  class of  "residual  interests"  in REMIC  IV.  The  REMIC
Administrator  and the Trustee shall not permit the creation of any  "interests"
(within  the  meaning of Section  860G of the Code) in the REMIC  other than the
Certificates.

        (b) The Closing Date is hereby  designated  as the "startup day" of each
of REMIC I,  REMIC II,  REMIC III and REMIC IV within  the  meaning  of  Section
860G(a)(9) of the Code.

        (c) The REMIC  Administrator  shall hold a Class R  Certificate  in each
REMIC  representing a 0.01%  Percentage  Interest of the Class R Certificates in
each REMIC and shall be designated  as the "tax matters  person" with respect to
each of REMIC I, REMIC II, REMIC III and REMIC IV in the manner  provided  under
Treasury  regulations  section  1.860F-4(d)  and  Treasury  regulations  section
301.6231(a)(7)-1.  The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each of REMIC I, REMIC II,  REMIC III and REMIC IV in  relation  to
any tax matter or  controversy  involving the Trust Fund and (ii)  represent the
Trust  Fund  in  any  administrative  or  judicial  proceeding  relating  to  an
examination or audit by any governmental  taxing authority with respect thereto.
The legal  expenses,  including  without  limitation  attorneys' or accountants'
fees,  and costs of any such  proceeding and any liability  resulting  therefrom
shall be  expenses  of the  Trust  Fund  and the  REMIC  Administrator  shall be
entitled to reimbursement  therefor out of amounts  attributable to the Mortgage
Loans on deposit in the  Custodial  Account as provided  by Section  3.10 unless
such  legal   expenses   and  costs  are   incurred   by  reason  of  the  REMIC
Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC
Administrator  is no longer the  Master  Servicer  hereunder,  at its option the
REMIC Administrator may continue its duties as REMIC


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Administrator and shall be paid reasonable compensation not to exceed $3,000 per
year by any  successor  Master  Servicer  hereunder  for so  acting as the REMIC
Administrator.

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

        (e) The REMIC  Administrator  shall  provide (i) to any  Transferor of a
Class R Certificate  such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted  Transferee,  (ii) to the Trustee and the Trustee shall forward to the
Certificateholders  such  information  or reports as are required by the Code or
the REMIC  Provisions  including  reports  relating to interest,  original issue
discount,  if  any,  and  market  discount  or  premium  (using  the  Prepayment
Assumption) and (iii) to the Internal Revenue Service the name,  title,  address
and telephone number of the person who will serve as the  representative of each
REMIC created hereunder.

        (f) The  Master  Servicer  and the REMIC  Administrator  shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or  desirable  to  maintain  the  status  thereof  as a REMIC  under  the  REMIC
Provisions  (and the  Trustee  shall  assist the Master  Servicer  and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC  Administrator to do so). In performing their duties as more  specifically
set forth  herein,  the Master  Servicer and the REMIC  Administrator  shall not
knowingly  or  intentionally  take any action,  cause the Trust Fund to take any
action  or fail to take (or fail to cause to be  taken)  any  action  reasonably
within their  respective  control and the scope of duties more  specifically set
forth herein,  that, under the REMIC  Provisions,  if taken or not taken, as the
case may be,  could (i)  endanger  the status of any of REMIC I, REMIC II, REMIC
III or REMIC IV as a REMIC or (ii) result in the imposition of a tax upon any of
REMIC I, REMIC II, REMIC III or REMIC IV  (including  but not limited to the tax
on prohibited  transactions as defined in Section 860F(a)(2) of the Code (except
as  provided in Section  3.22(d))  and the tax on  contributions  to a REMIC set
forth in Section  860G(d) of the Code) (either such event,  in the absence of an
Opinion of Counsel  or the  indemnification  referred  to in this  sentence,  an
"Adverse REMIC Event") unless the Master Servicer or the REMIC Administrator, as
applicable,  has  received  an Opinion of Counsel  (at the  expense of the party
seeking to take such action or, if such party fails to pay such expense, and the
Master  Servicer or the REMIC  Administrator,  as  applicable,  determines  that
taking such action is in the best interest of the Trust Fund and the


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Certificateholders,  at the  expense of the Trust  Fund,  but in no event at the
expense of the Master Servicer,  the REMIC  Administrator or the Trustee) to the
effect that the  contemplated  action will not,  with  respect to the Trust Fund
created  hereunder,  endanger such status or, unless the Master  Servicer or the
REMIC  Administrator  or both,  as  applicable,  determine  in its or their sole
discretion  to indemnify  the Trust Fund against the  imposition  of such a tax,
result  in  the  imposition  of  such  a  tax.  Wherever  in  this  Agreement  a
contemplated  action may not be taken  because the timing of such  action  might
result  in the  imposition  of a tax on the  Trust  Fund,  or may  only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund,  such action may  nonetheless  be taken  provided that the indemnity
given in the preceding  sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and that all other  preconditions to the taking
of such action have been  satisfied.  The Trustee shall not take or fail to take
any action (whether or not authorized hereunder) as to which the Master Servicer
or the REMIC Administrator, as applicable, has advised it in writing that it has
received an Opinion of Counsel to the effect  that an Adverse  REMIC Event could
occur with respect to such action. In addition,  prior to taking any action with
respect to the Trust Fund or its  assets,  or causing the Trust Fund to take any
action, which is not expressly permitted under the terms of this Agreement,  the
Trustee  will consult with the Master  Servicer or the REMIC  Administrator,  as
applicable,  or its  designee,  in writing,  with respect to whether such action
could cause an Adverse  REMIC Event to occur with  respect to the Trust Fund and
the  Trustee  shall not take any such action or cause the Trust Fund to take any
such  action as to which the  Master  Servicer  or the REMIC  Administrator,  as
applicable,  has advised it in writing that an Adverse  REMIC Event could occur.
The Master Servicer or the REMIC Administrator,  as applicable, may consult with
counsel to make such written advice,  and the cost of same shall be borne by the
party seeking to take the action not expressly permitted by this Agreement,  but
in no event at the expense of the Master Servicer or the REMIC Administrator. At
all times as may be  required  by the Code,  the  Master  Servicer  or the REMIC
Administrator,  as  applicable,  will to the extent  within its  control and the
scope of its duties more specifically set forth herein,  maintain  substantially
all of the assets of the REMIC as  "qualified  mortgages"  as defined in Section
860G(a)(3)  of the  Code and  "permitted  investments"  as  defined  in  Section
860G(a)(5) of the Code.

        (g) In the event that any tax is imposed on "prohibited transactions" of
any REMIC  created  hereunder as defined in Section  860F(a)(2)  of the Code, on
"net  income  from  foreclosure  property"  of any REMIC as  defined  in Section
860G(c) of the Code,  on any  contributions  to any REMIC  after the startup day
therefor  pursuant to Section  860G(d) of the Code,  or any other tax imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Master Servicer, if such tax arises out of or results from
a breach by the Master Servicer of any of its  obligations  under this Agreement
or the Master  Servicer has in its sole  discretion  determined to indemnify the
Trust Fund against such tax,  (ii) to the Trustee,  if such tax arises out of or
results  from a breach  by the  Trustee  of any of its  obligations  under  this
Article X, or (iii)  otherwise  against  amounts  on  deposit  in the  Custodial
Account as provided by Section 3.10 and on the  Distribution  Date(s)  following
such  reimbursement  the aggregate of such taxes shall be allocated in reduction
of the Accrued  Certificate  Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest Shortfall.


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

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

        (j)  Neither  the Master  Servicer  nor the  Trustee  shall  (subject to
Section  10.01(f)) enter into any arrangement by which any of REMIC I, REMIC II,
REMIC III or REMIC IV will receive a fee or other  compensation for services nor
permit  any of REMIC I, REMIC II,  REMIC III or REMIC IV to  receive  any income
from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of
the Code or  "permitted  investments"  as defined in Section  860G(a)(5)  of the
Code.

        (k)  Solely  for the  purposes  of  Section  1.860G-1(a)(4)(iii)  of the
Treasury  Regulations,   the  "latest  possible  maturity  date"  by  which  the
Certificate  Principal  Balance of each Class of  Certificates  (other  than the
Class A-I-3,  Class AV-I and Class AV-II  Certificates)  representing  a regular
interest in the applicable  REMIC and the  Uncertificated  Principal  Balance of
each  Uncertificated  Regular  Interest  is the  Maturity  Date  for  each  such
Certificate and Interest.

        (l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare  and file with the  Internal  Revenue  Service  Form 8811,  "Information
Return for Real  Estate  Mortgage  Investment  Conduits  (REMIC)  and Issuers of
Collateralized Debt Obligations" for the Trust Fund.

        (m) Neither the Trustee nor the Master  Servicer shall sell,  dispose of
or substitute for any of the Mortgage  Loans (except in connection  with (i) the
default,  imminent default or foreclosure of a Mortgage Loan,  including but not
limited to, the acquisition or sale of a Mortgaged  Property acquired by deed in
lieu  of  foreclosure,  (ii)  the  bankruptcy  of  the  Trust  Fund,  (iii)  the
termination  of any REMIC  pursuant  to Article IX of this  Agreement  or (iv) a
purchase of Mortgage Loans  pursuant to Article II or III of this  Agreement) or
acquire  any assets for any REMIC or sell or dispose of any  investments  in the
Custodial   Account  or  the  Certificate   Account  for  gain,  or  accept  any
contributions  to any REMIC  after the Closing  Date  unless it has  received an
Opinion of Counsel that such sale, disposition, substitution or acquisition will
not (a) affect  adversely  the status of any of REMIC I, REMIC II,  REMIC III or
REMIC IV as a REMIC or (b) unless the Master Servicer has determined in its sole
discretion to indemnify  the Trust Fund against such tax,  cause any REMIC to be
subject to a tax on "prohibited transactions" or "contributions" pursuant to the
REMIC Provisions.



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     Section  10.02   Master   Servicer,   REMIC   Administrator   and   Trustee
          Indemnification.

        (a) The Trustee agrees to indemnify the Trust Fund,  the Depositor,  the
REMIC  Administrator  and the Master Servicer for any taxes and costs including,
without limitation,  any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the
Trustee's  covenants  set forth in Article  VIII or this Article X. In the event
that  Residential  Funding is no longer the Master  Servicer,  the Trustee shall
indemnify  Residential  Funding  for any  taxes  and  costs  including,  without
limitation,  any reasonable attorneys fees imposed on or incurred by Residential
Funding as a result of a breach of the Trustee's  covenants set forth in Article
VIII or this Article X.

        (b) The REMIC  Administrator  agrees to  indemnify  the Trust Fund,  the
Depositor,  the  Master  Servicer  and the  Trustee  for  any  taxes  and  costs
(including,  without limitation,  any reasonable  attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor,  the Master  Servicer or the Trustee,
as a result of a breach of the REMIC Administrator's covenants set forth in this
Article  X with  respect  to  compliance  with the REMIC  Provisions,  including
without  limitation,  any penalties arising from the Trustee's  execution of Tax
Returns  prepared by the REMIC  Administrator  that contain errors or omissions;
provided,  however,  that such  liability will not be imposed to the extent such
breach is a result of an error or omission in information  provided to the REMIC
Administrator by the Master Servicer in which case Section 10.02(c) will apply.

        (c) The  Master  Servicer  agrees  to  indemnify  the  Trust  Fund,  the
Depositor,  the  REMIC  Administrator  and the  Trustee  for any taxes and costs
(including,  without limitation,  any reasonable  attorneys' fees) imposed on or
incurred by the Trust  Fund,  the  Depositor  or the  Trustee,  as a result of a
breach of the  Master  Servicer's  covenants  set forth in this  Article X or in
Article III with  respect to  compliance  with the REMIC  Provisions,  including
without  limitation,  any penalties arising from the Trustee's  execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.




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                                          ARTICLE XI

                                   MISCELLANEOUS PROVISIONS

        Section  11.01       Amendment.

        (a) This  Agreement or any Custodial  Agreement may be amended from time
to time by the Depositor, the Master Servicer and the Trustee:

               (i)    to cure any ambiguity,

               (ii) to correct or supplement any  provisions  herein or therein,
        which may be inconsistent with any other provisions herein or therein or
        to correct any error,

               (iii) to modify,  eliminate  or add to any of its  provisions  to
        such  extent  as  shall  be  necessary  or  desirable  to  maintain  the
        qualification  of REMIC I, REMIC II,  REMIC III or REMIC IV as REMICs at
        all times that any  Certificate  is  outstanding or to avoid or minimize
        the risk of the  imposition of any tax on the Trust Fund pursuant to the
        Code that would be a claim  against  the Trust Fund,  provided  that the
        Trustee  has  received an Opinion of Counsel to the effect that (A) such
        action is necessary or desirable to maintain  such  qualification  or to
        avoid or  minimize  the risk of the  imposition  of any such tax and (B)
        such  action  will not  adversely  affect in any  material  respect  the
        interests of any Certificateholder,

               (iv) to change  the timing  and/or  nature of  deposits  into the
        Custodial  Account or the  Certificate  Account or to change the name in
        which  the  Custodial  Account  is  maintained,  provided  that  (A) the
        Certificate  Account  Deposit  Date  shall in no event be later than the
        related Distribution Date, (B) such change shall not, as evidenced by an
        Opinion  of  Counsel,  adversely  affect  in any  material  respect  the
        interests of any  Certificateholder and (C) such change shall not result
        in a reduction of the rating assigned to any Class of Certificates below
        the lower of the  then-current  rating or the  rating  assigned  to such
        Certificates  as of the Closing Date, as evidenced by a letter from each
        Rating Agency to such effect,

               (v) to  modify,  eliminate  or add to the  provisions  of Section
        5.02(f) or any other provision hereof restricting  transfer of the Class
        R Certificates by virtue of their being the "residual  interests" in the
        Trust Fund  provided  that (A) such change shall not result in reduction
        of the rating assigned to any such Class of Certificates below the lower
        of the then- current rating or the rating assigned to such  Certificates
        as of the Closing Date, as evidenced by a letter from each Rating Agency
        to such  effect,  and (B) such  change  shall not,  as  evidenced  by an
        Opinion of Counsel  (at the  expense of the party  seeking so to modify,
        eliminate  or add such  provisions),  cause the Trust Fund or any of the
        Certificateholders  (other  than  the  transferor)  to be  subject  to a
        federal  tax caused by a transfer  to a Person  that is not a  Permitted
        Transferee, or



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               (vi) to make any other  provisions  with  respect  to  matters or
        questions arising under this Agreement or such Custodial Agreement which
        shall  not be  materially  inconsistent  with  the  provisions  of  this
        Agreement,  provided  that such  action  shall not, as  evidenced  by an
        Opinion  of  Counsel,  adversely  affect  in any  material  respect  the
        interests of any  Certificateholder and is authorized or permitted under
        Section 11.09(d).

        (b) This  Agreement or any Custodial  Agreement may also be amended from
time to time by the Depositor,  the Master Servicer, the Trustee and the Holders
of Certificates  evidencing in the aggregate not less than 66% of the Percentage
Interests  of each Class of  Certificates  affected  thereby  for the purpose of
adding any  provisions  to or changing in any manner or  eliminating  any of the
provisions of this Agreement or such Custodial  Agreement or of modifying in any
manner  the rights of the  Holders  of  Certificates  of such  Class;  provided,
however, that no such amendment shall:

               (i)  reduce in any  manner the amount of, or delay the timing of,
        payments which are required to be distributed on any Certificate without
        the consent of the Holder of such Certificate,

               (ii) adversely affect in any material respect the interest of the
        Holders of Certificates of any Class in a manner other than as described
        in clause (i) hereof without the consent of Holders of  Certificates  of
        such  Class  evidencing,   as  to  such  Class,   Percentage   Interests
        aggregating not less than 66%, or

               (iii) reduce the  aforesaid  percentage  of  Certificates  of any
        Class  the  Holders  of  which  are  required  to  consent  to any  such
        amendment,  in any such case  without  the consent of the Holders of all
        Certificates of such Class then outstanding.

        (c)  Notwithstanding  any  contrary  provision  of this  Agreement,  the
Trustee  shall not consent to any  amendment to this  Agreement  unless it shall
have first  received an Opinion of Counsel (at the expense of the party  seeking
such  amendment) to the effect that such  amendment or the exercise of any power
granted to the Master Servicer,  the Depositor or the Trustee in accordance with
such amendment is permitted hereunder and will not result in the imposition of a
federal tax on the Trust Fund or cause REMIC I, REMIC II,  REMIC III or REMIC IV
to fail to qualify as REMICs at any time that any  Certificate  is  outstanding.
The Trustee may but shall not be obligated to enter into any amendment  pursuant
to this  Section  that  affects  its  rights,  duties  and  immunities  and this
agreement or otherwise; provided however, such consent shall not be unreasonably
withheld.

        (d) Promptly after the execution of any such amendment the Trustee shall
furnish  written  notification  of the  substance  of  such  amendment  to  each
Certificateholder.   It   shall   not  be   necessary   for   the   consent   of
Certificateholders  under this Section 11.01 to approve the  particular  form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance  thereof.  The manner of obtaining such consents and of evidencing
the  authorization  of the  execution  thereof  by  Certificateholders  shall be
subject to such reasonable regulations as the Trustee may prescribe.


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        (e) The  Depositor  shall have the option,  in its sole  discretion,  to
obtain and deliver to the Trustee any corporate  guaranty,  payment  obligation,
irrevocable  letter  of  credit,   surety  bond,  insurance  policy  or  similar
instrument or a reserve  fund,  or any  combination  of the  foregoing,  for the
purpose of protecting the Holders of the Class R Certificates against any or all
Realized Losses or other  shortfalls.  Any such instrument or fund shall be held
by the Trustee for the benefit of the Class R Certificateholders,  but shall not
be and shall not be deemed to be under any  circumstances  included  in REMIC I,
REMIC II, REMIC III or REMIC IV. To the extent that any such  instrument or fund
constitutes a reserve fund for federal income tax purposes, (i) any reserve fund
so established  shall be an outside  reserve fund and not an asset of the REMIC,
(ii) any such reserve fund shall be owned by the  Depositor,  and (iii)  amounts
transferred  by the REMIC to any such  reserve  fund shall be treated as amounts
distributed  by the REMIC to the  Depositor  or any  successor,  all  within the
meaning of Treasury  regulations  Section  1.860G-2(h).  In connection  with the
provision of any such  instrument  or fund,  this  Agreement  and any  provision
hereof may be modified,  added to,  deleted or  otherwise  amended in any manner
that is related or incidental to such instrument or fund or the establishment or
administration thereof, such amendment to be made by written instrument executed
or  consented  to by the  Depositor  and such  related  insurer  but without the
consent of any  Certificateholder and without the consent of the Master Servicer
or the  Trustee  being  required  unless  any such  amendment  would  impose any
additional  obligation  on, or otherwise  adversely  affect the interests of the
Certificateholders,  the Master Servicer or the Trustee, as applicable; provided
that the Depositor  obtains an Opinion of Counsel  (which need not be an opinion
of Independent counsel) to the effect that any such amendment will not cause (a)
any federal tax to be imposed on the Trust Fund,  including without  limitation,
any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of
the Code or on "contributions  after the startup date" under Section  860G(d)(1)
of the Code and (b) any of REMIC I,  REMIC II,  REMIC III or REMIC IV to fail to
qualify as a REMIC at any time that any Certificate is outstanding. In the event
that the  Depositor  elects to provide  such  coverage  in the form of a limited
guaranty  provided by General Motors Acceptance  Corporation,  the Depositor may
elect that the text of such amendment to this Agreement  shall be  substantially
in the form attached  hereto as Exhibit K (in which case  Residential  Funding's
Subordinate  Certificate  Loss  Obligation as described in such exhibit shall be
established by  Residential  Funding's  consent to such  amendment) and that the
limited  guaranty  shall be executed in the form  attached  hereto as Exhibit L,
with such  changes  as the  Depositor  shall  deem to be  appropriate;  it being
understood  that the Trustee has reviewed and approved the content of such forms
and that the Trustee's consent or approval to the use thereof is not required.

        Section  11.02       Recordation of Agreement; Counterparts.

        (a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all  appropriate  public offices for real property  records in
all the counties or other  comparable  jurisdictions  in which any or all of the
properties  subject to the Mortgages are situated,  and in any other appropriate
public  recording  office or elsewhere,  such  recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee  (pursuant to the
request of the  Holders of  Certificates  entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by


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an  Opinion  of  Counsel to the  effect  that such  recordation  materially  and
beneficially affects the interests of the Certificateholders.

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

        Section  11.03       Limitation on Rights of Certificateholders.

        (a) The death or incapacity of any  Certificateholder  shall not operate
to   terminate   this   Agreement   or  the  Trust  Fund,   nor   entitle   such
Certificateholder's  legal representatives or heirs to claim an accounting or to
take any action or  proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights,  obligations and liabilities of any
of the parties hereto.

        (b) No  Certificateholder  shall  have  any  right  to vote  (except  as
expressly  provided herein) or in any manner otherwise control the operation and
management  of the Trust Fund, or the  obligations  of the parties  hereto,  nor
shall anything herein set forth, or contained in the terms of the  Certificates,
be construed so as to  constitute  the  Certificateholders  from time to time as
partners or members of an association;  nor shall any Certificateholder be under
any  liability  to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

        (c) No Certificateholder shall have any right by virtue of any provision
of this  Agreement to institute  any suit,  action or proceeding in equity or at
law  upon or  under  or with  respect  to this  Agreement,  unless  such  Holder
previously  shall have given to the  Trustee a written  notice of default and of
the continuance thereof, as hereinbefore  provided,  and unless also the Holders
of  Certificates  of any Class  evidencing in the aggregate not less than 25% of
the related Percentage  Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee  hereunder  and  shall  have  offered  to the  Trustee  such  reasonable
indemnity as it may require  against the costs,  expenses and  liabilities to be
incurred  therein  or  thereby,  for 60 days after its  receipt of such  notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action,  suit or proceeding  it being  understood  and intended,  and being
expressly    covenanted   by   each    Certificateholder    with   every   other
Certificateholder  and the Trustee,  that no one or more Holders of Certificates
of any  Class  shall  have any  right in any  manner  whatever  by virtue of any
provision of this  Agreement to affect,  disturb or prejudice  the rights of the
Holders of any other of such  Certificates  of such Class or any other Class, or
to  obtain or seek to  obtain  priority  over or  preference  to any other  such
Holder,  or to  enforce  any right  under this  Agreement,  except in the manner
herein provided and for the common benefit of  Certificateholders  of such Class
or all Classes,  as the case may be. For the protection  and  enforcement of the
provisions  of this  Section  11.03,  each and every  Certificateholder  and the
Trustee  shall be entitled  to such  relief as can be given  either at law or in
equity.



                                             145

<PAGE>



        Section  11.04       Governing Law.

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

        Section  11.05       Notices.

        All  demands  and  notices  hereunder  shall be in writing  and shall be
deemed  to have  been  duly  given  if  personally  delivered  at or  mailed  by
registered mail,  postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor,  8400 Normandale Lake Boulevard,  Suite 250,  Minneapolis,  Minnesota
55437,  Attention:  President  (RAMP), or such other address as may hereafter be
furnished to the Master  Servicer  and the Trustee in writing by the  Depositor;
(b) in the case of the Master  Servicer,  2255 North  Ontario  Street,  Burbank,
California 91504-3120,  Attention:  Bond Administration or such other address as
may be  hereafter  furnished  to the  Depositor  and the  Trustee  by the Master
Servicer in writing; (c) in the case of the Trustee, 1761 East St. Andrew Place,
Santa Ana, California 92705, Attention: Residential Asset Mortgage Products Inc.
Series  2002-RM1 or such other  address as may  hereafter  be  furnished  to the
Depositor and the Master Servicer in writing by the Trustee;  (d) in the case of
Fitch, One State Street Plaza, New York, New York 1004,  Attention:  Residential
Mortgage  Backed Group,  or such other address as may be hereafter  furnished to
the Depositor,  the Trustee and the Master Servicer in writing by Fitch; and (e)
in the case of Moody's,  99 Church Street, New York, New York 10007,  Attention:
ABS Monitoring  Department,  or such other address as may be hereafter furnished
to the Depositor, the Trustee and the Master Servicer in writing by Moody's. Any
notice required or permitted to be mailed to a Certificateholder  shall be given
by first class mail, postage prepaid,  at the address of such holder as shown in
the  Certificate  Register.  Any notice so mailed within the time  prescribed in
this Agreement shall be conclusively  presumed to have been duly given,  whether
or not the Certificateholder receives such notice.

        Section  11.06       Notices to Rating Agencies.

        The Depositor, the Master Servicer or the Trustee, as applicable,  shall
notify each Rating Agency and each  Subservicer  at such time as it is otherwise
required  pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (i), (ii), (iii),  (iv), (vii),  (viii),  (ix) or
(x) below or  provide  a copy to each  Rating  Agency at such time as  otherwise
required to be delivered  pursuant to this  Agreement  of any of the  statements
described in clauses (x) and (vi) below:

               (i)    a material change or amendment to this Agreement,

               (ii)   the occurrence of an Event of Default,

               (iii)the  termination  or  appointment  of  a  successor   Master
                    Servicer or Trustee or


                                             146

<PAGE>



        a change in the majority ownership of the Trustee,

               (iv) the filing of any claim under the Master Servicer's  blanket
        fidelity bond and the errors and omissions  insurance policy required by
        Section 3.12 or the  cancellation  or modification of coverage under any
        such instrument,

               (v) the statement required to be delivered to the Holders of each
          Class of Certificates pursuant to Section 4.03,

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

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

               (viii) the  occurrence of any monthly cash flow  shortfall to the
        Holders of any Class of  Certificates  resulting from the failure by the
        Master Servicer to make an Advance pursuant to Section 4.04,

               (ix)   the occurrence of the Final Distribution Date, and

               (x)    the repurchase of or substitution for any Mortgage Loan,

provided,  however,  that with respect to notice of the occurrence of the events
described in clauses (iv),  (vii) or (viii)  above,  the Master  Servicer  shall
provide prompt  written notice to each Rating Agency and the  Subservicer of any
such event known to the Master Servicer.

        Section  11.07       Severability of Provisions.

        If any one or more of the covenants, agreements,  provisions or terms of
this  Agreement  shall be for any  reason  whatsoever  held  invalid,  then such
covenants,  agreements,  provisions or terms shall be deemed  severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or  enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

        Section  11.08       Supplemental Provisions for Resecuritization.

        (a) This  Agreement  may be  supplemented  by means of the addition of a
separate  Article  hereto  (a   "Supplemental   Article")  for  the  purpose  of
resecuritizing  any of the Certificates  issued  hereunder,  under the following
circumstances.  With  respect  to any Class or Classes  of  Certificates  issued
hereunder, or any portion of any such Class, as to which the Depositor or any of
its  Affiliates  (or  any  designee  thereof)  is  the  registered  Holder  (the
"Resecuritized  Certificates"),  the  Depositor  may deposit such  Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial  arrangement (a
"Restructuring  Vehicle") to be held by the Trustee  pursuant to a  Supplemental
Article.  The instrument adopting such Supplemental Article shall be executed by
the Depositor, the


                                             147

<PAGE>



Master Servicer and the Trustee;  provided, that neither the Master Servicer nor
the Trustee shall withhold their consent thereto if their  respective  interests
would not be materially adversely affected thereby. To the extent that the terms
of the  Supplemental  Article do not in any way affect  any  provisions  of this
Agreement as to any of the Certificates initially issued hereunder, the adoption
of the  Supplemental  Article  shall  not  constitute  an  "amendment"  of  this
Agreement.

        Each  Supplemental  Article  shall set forth  all  necessary  provisions
relating to the holding of the  Resecuritized  Certificates by the Trustee,  the
establishment of the  Restructuring  Vehicle,  the issuing of various classes of
new certificates by the  Restructuring  Vehicle and the distributions to be made
thereon,  and  any  other  provisions  necessary  to the  purposes  thereof.  In
connection with each  Supplemental  Article,  the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the  Restructuring  Vehicle
will  qualify as a REMIC,  grantor  trust,  FASIT or other entity not subject to
taxation  for  federal  income  tax  purposes  and  (ii)  the  adoption  of  the
Supplemental  Article  will not endanger the status of any of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC or result in the  imposition  of a tax upon the
Trust Fund  (including  but not limited to the tax on prohibited  transaction as
defined  in Section  860F(a)(2)  of the Code and the tax on  contributions  to a
REMIC as set forth in Section 860G(d) of the Code.




                                             148

<PAGE>



        IN WITNESS WHEREOF,  the Depositor,  the Master Servicer and the Trustee
have  caused  their  names to be  signed  hereto  by their  respective  officers
thereunto  duly  authorized and their  respective  seals,  duly attested,  to be
hereunto affixed, all as of the date and year first above written.


[Seal]                                          RESIDENTIAL ASSET MORTGAGE
                                                PRODUCTS, INC.

Attest:                                         By:
        ---------------------------------------
        Name:  Julie Steinhagen                         Name: Michael Mead
        Title:   Vice President                         Title:    Vice President



[Seal]                                          RESIDENTIAL FUNDING CORPORATION


Attest:                                         By:
        ---------------------------------------
        Name:                                           Name: Julie Steinhagen
        Title:                                          Title:    Director




[Seal]                                          DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS
                                                                  as Trustee

Attest:                                         By:
        ---------------------------------------
        Name:                                           Name:
        Title:                                          Title:

[Seal]


Attest:                                         By:
        ---------------------------------------    ----------------------------
        Name:                                           Name:
        Title:                                          Title:





<PAGE>



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

        On the 27th day of December, 2002, before me, a notary public in and for
said State, personally appeared Michael Mead, known to me to be a Vice President
of Residential  Asset Mortgage  Products,  Inc.,  one of the  corporations  that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed  it on behalf of said  corporation,  and  acknowledged  to me that such
corporation executed the within instrument.

        IN WITNESS WHEREOF,  I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                    Notary Public



[Notarial Seal]





<PAGE>



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

        On the 27th day of December, 2002, before me, a notary public in and for
said State,  personally appeared Julie Steinhagen,  known to me to be a Director
of Residential  Funding  Corporation,  one of the corporations that executed the
within  instrument,  and also known to me to be the person  who  executed  it on
behalf  of  said  corporation,  and  acknowledged  to me that  such  corporation
executed the within instrument.

        IN WITNESS WHEREOF,  I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                    Notary Public




[Notarial Seal]




<PAGE>



STATE OF CALIFORNIA                 )
                                    ) ss.:
COUNTY OF ORANGE                    )

        On the 27th day of December, 2002, before me, a notary public in and for
said  State,  personally  appeared  __________________,  known  to me to be a/an
_________________  of  Deutsche  Bank Trust  Company  Americas,  the entity that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed it on behalf of said banking  entity and  acknowledged  to me that such
banking entity executed the within instrument.

               IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                    Notary Public




<PAGE>


STATE OF CALIFORNIA                 )
                                    ) ss.:
COUNTY OF ORANGE                    )

        On the 27th day of December, 2002, before me, a notary public in and for
said  State,  personally  appeared  __________________,  known  to me to be a/an
_________________  of  Deutsche  Bank Trust  Company  Americas,  the entity that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed it on behalf of said banking  entity and  acknowledged  to me that such
banking entity executed the within instrument.

               IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                    Notary Public








<PAGE>


                                   EXHIBIT A-1

                  FORM OF CLASS [A-I][A-II][A-III] CERTIFICATE

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

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO DEPOSITOR OR
ITS  AGENT  FOR  REGISTRATION  OF  TRANSFER,   EXCHANGE,  OR  PAYMENT,  AND  ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO  CEDE  & CO.  OR TO  SUCH  OTHER  ENTITY  AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



                                      A-1-1

<PAGE>




Certificate No. 1                      [____]% Pass-Through Rate
Class [A-I-_][A-II][A-III]  Senior

Date of Pooling and Servicing          Percentage Interest: 100%
Agreement and Cut-off Date:
December 1, 2002

First Distribution Date:               Aggregate Initial [Notional Amount]
January 27, 2003                       [Certificate Principal
                                       Balance]  of the Class
                                       [A-I-_][A-II-_][A-III-_]
                                       Certificates:
                                       $[___________________]

Master Servicer:                       Initial [Notional Amount]
Residential Funding Corporation        [Certificate Principal Balance] of
                                       this Certificate:
                                       $[___________________]

Final Scheduled Distribution Date:     CUSIP [_______________]
[________________]

Maturity Date:
[________________]

                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
                                 SERIES 2002-RM1

         evidencing a percentage interest in the distributions  allocable to the
         Class [A-I-  _][A-II][A-III]  Certificates with respect to a Trust Fund
         consisting  primarily  of a pool of  conventional  one- to  four-family
         fixed and fixed  rate,  first lien  mortgage  loans  formed and sold by
         RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

     This  Certificate  is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in  RESIDENTIAL  ASSET  MORTGAGE
PRODUCTS,  INC.,  the Master  Servicer,  the  Trustee  referred to below or GMAC
Mortgage Group,  Inc. or any of their  affiliates.  Neither this Certificate nor
the  underlying  Mortgage  Loans are  guaranteed or insured by any  governmental
agency or instrumentality  or by Residential Asset Mortgage Products,  Inc., the
Master  Servicer,  the  Trustee or GMAC  Mortgage  Group,  Inc.  or any of their
affiliates.  None of  Residential  Asset  Mortgage  Products,  Inc.,  the Master
Servicer,  GMAC Mortgage  Group,  Inc. or any of their  affiliates will have any
obligation with respect to any

                                                       A-1-2

<PAGE>



certificate  or other  obligation  secured by or payable  from  payments  on the
Certificates.

         This  certifies  that  Cede  & Co.  is  the  registered  owner  of  the
Percentage  Interest  evidenced  by this  Certificate  (obtained by dividing the
Initial [Notional Amount] [Certificate Principal Balance] of this Certificate by
the aggregate Initial [Notional Amount]  [Certificate  Principal Balance] of all
Class  [A-I-_][A-II][A-III]  Certificates,  both as specified  above) in certain
distributions with respect to the Trust Fund consisting primarily of an interest
in a pool of conventional  one- to four-family  fixed and adjustable rate, first
lien mortgage loans (the "Mortgage Loans"), formed and sold by Residential Asset
Mortgage Products, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement  referred to below). The Trust Fund was
created  pursuant the Pooling and  Servicing  Agreement  dated as of December 1,
2002 (the  "Agreement")  among the Depositor,  the Master  Servicer and Deutsche
Bank Trust Company Americas, as trustee (the "Trustee"), a summary of certain of
the  pertinent  provisions  of which is set forth  hereafter.  To the extent not
defined herein,  the capitalized terms used herein have the meanings assigned in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement,  a distribution will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
from the Available  Distribution Amount in an amount equal to the product of the
Percentage  Interest  evidenced by this  Certificate  and the amount of interest
[and  principal],  if any,  required  to be  distributed  to  Holders  of  Class
[A-I-_][A-II][A-III] Certificates on such Distribution Date.

         Distributions  on this  Certificate  will be made  either by the Master
Servicer  acting on behalf of the Trustee or by a Paying Agent  appointed by the
Trustee in immediately  available  funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master  Servicer or such Paying Agent,  or by check mailed to the address of the
Person  entitled  thereto,  as  such  name  and  address  shall  appear  on  the
Certificate Register.

         Notwithstanding  the above, the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that  purpose in the City and State of New York.  The Initial
[Certificate  Principal  Balance]  [Notional  Amount] of this Certificate is set
forth above.  [The Certificate  Principal  Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto.]

     This Certificate is one of a duly authorized  issue of Certificates  issued
in several Classes

                                                       A-1-3

<PAGE>



designated  as Mortgage  Asset-Backed  Pass-Through  Certificates  of the Series
specified hereon (herein collectively called the "Certificates").

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the  Agreement.  In the event Master  Servicer  funds are advanced
with respect to any Mortgage Loan,  such advance is  reimbursable  to the Master
Servicer,  to the extent provided in the Agreement,  from related  recoveries on
such  Mortgage  Loan or from other cash that  would have been  distributable  to
Certificateholders.

         As provided in the Agreement,  withdrawals  from the Custodial  Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the  Master  Servicer  from  time to time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement  to the  Depositor  and the Master  Servicer of advances  made, or
certain expenses incurred, by either of them.

         The Agreement permits,  with certain  exceptions therein provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the  Depositor,  the  Master  Servicer  and the  Trustee  and the  rights of the
Certificateholders  under the Agreement at any time by the Depositor, the Master
Servicer  and the  Trustee  with the  consent  of the  Holders  of  Certificates
evidencing  in the aggregate  not less than 66% of the  Percentage  Interests of
each Class of Certificates  affected thereby.  Any such consent by the Holder of
this  Certificate  shall be  conclusive  and binding on such Holder and upon all
future  holders  of this  Certificate  and of any  Certificate  issued  upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the  Certificate.  The  Agreement  also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain  additional  circumstances,  without the
consent of the Holders of certain Classes of Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth,  the transfer of this  Certificate is registrable in the  Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or agencies  appointed by the Trustee in the City and State of New York,
duly  endorsed by, or  accompanied  by an  assignment in the form below or other
written  instrument  of  transfer  in form  satisfactory  to the Trustee and the
Certificate  Registrar  duly  executed  by the  Holder  hereof or such  Holder's
attorney duly authorized in writing,  and thereupon one or more new Certificates
of authorized  denominations  evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered  Certificates  without
coupons in Classes and in denominations  specified in the Agreement. As provided
in  the  Agreement  and  subject  to  certain  limitations  therein  set  forth,
Certificates are  exchangeable for new Certificates of authorized  denominations
evidencing the same Class and aggregate Percentage Interest, as

                                                       A-1-4

<PAGE>



requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange,  but the Trustee may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor,  the Master  Servicer,  the Trustee and the  Certificate
Registrar and any agent of the Depositor,  the Master  Servicer,  the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor,  the
Master  Servicer,  the Trustee nor any such agent shall be affected by notice to
the contrary.

         This Certificate  shall be governed by and construed in accordance with
the laws of the State of New York.

         The obligations created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last related Mortgage Loan subject
thereto or the disposition of all property  acquired upon foreclosure or deed in
lieu of  foreclosure  of any related  Mortgage Loan and (ii) the purchase by the
Master Servicer from the Trust Fund of all remaining  related Mortgage Loans and
all property acquired in respect of such Mortgage Loans, thereby effecting early
retirement  of the related  Certificates.  The Agreement  permits,  but does not
require,  the Master Servicer to (i) purchase at a price  determined as provided
in the Agreement all remaining  related Mortgage Loans and all property acquired
in respect of any related  Mortgage Loan or (ii)  purchase in whole,  but not in
part, all of the related Certificates from the Holders thereof;  provided,  that
any such option may only be exercised if the aggregate Stated Principal  Balance
of the  related  Mortgage  Loans as of the  Distribution  Date  upon  which  the
proceeds of any such  purchase are  distributed  is less than ten percent of the
aggregate Cut-off Date Principal Balance of the related Mortgage Loans.

         Reference is hereby made to the further  provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the  certificate of  authentication  hereon has been executed by
the Certificate  Registrar,  by manual signature,  this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.



                                                       A-1-5

<PAGE>



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


Dated: December 27, 2002                           DEUTSCHE BANK TRUST COMPANY
                                                   AMERICAS, as Trustee

                                                   By:________________________
                                                     Authorized Signatory


                                           CERTIFICATE OF AUTHENTICATION

         This is one of the Class [A-I-_][A-II][A-III]  Certificates referred to
in the within- mentioned Agreement.


                                            DEUTSCHE BANK TRUST COMPANY
                                            AMERICAS, as Certificate Registrar

                                            By:__________________________
                                                Authorized Signatory



                                                       A-1-6

<PAGE>



                                   ASSIGNMENT


     FOR  VALUE  RECEIVED,   the  undersigned  hereby  sell(s),   assign(s)  and
transfer(s)  unto  _________________________________  (Please print or typewrite
name and address  including  postal zip code of assignee) a Percentage  Interest
evidenced by the within  Mortgage  Asset- Backed  Pass-Through  Certificate  and
hereby  authorizes the transfer of  registration of such interest to assignee on
the Certificate Register of the Trust Fund.

         I  (We)  further  direct  the  Certificate  Registrar  to  issue  a new
Certificate of a like  denomination  and Class,  to the above named assignee and
deliver such Certificate to the following address:



Dated:____________________


                        _______________________________________
                         Signature by or on behalf of assignor



                        ______________________________________
                        Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available    funds   to    _________________________    for   the   account   of
_________________________ account number ________________________, or, if mailed
by check, to  ______________________.  Applicable statements should be mailed to
______________________________.

     This information is provided by _____________, the assignee named above, or
________________, as its agent.




                                                       A-1-7

<PAGE>



                                   EXHIBIT A-2

                        FORM OF CLASS AP-[_] CERTIFICATE

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

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO DEPOSITOR OR
ITS  AGENT  FOR  REGISTRATION  OF  TRANSFER,   EXCHANGE,  OR  PAYMENT,  AND  ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO  CEDE  & CO.  OR TO  SUCH  OTHER  ENTITY  AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


                                                       A-2-1

<PAGE>




Certificate No. 1                       0.00% Pass-Through Rate
Class AP-[_] Senior

Date of Pooling and Servicing           Percentage Interest: 100%
Agreement and Cut-off Date:
December 1, 2002

First Distribution Date:                Aggregate Initial Certificate
January 27, 2003                        Principal Balance of the Class AP-[_]
                                        Certificates:
                                        $[_________________]

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

Final Scheduled Distribution Date:      CUSIP [___________]
[__________________]

Maturity Date:
[__________________]

                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                  SERIES 2002-RM1

         evidencing a percentage interest in the distributions  allocable to the
         Class  AP-[_]  Certificates  with  respect to a Trust  Fund  consisting
         primarily  of a pool of  conventional  one- to  four-family  fixed  and
         adjustable   rate,  first  lien  mortgage  loans  formed  and  sold  by
         RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

     This  Certificate  is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in  RESIDENTIAL  ASSET  MORTGAGE
PRODUCTS,  INC.,  the Master  Servicer,  the  Trustee  referred to below or GMAC
Mortgage Group,  Inc. or any of their  affiliates.  Neither this Certificate nor
the  underlying  Mortgage  Loans are  guaranteed or insured by any  governmental
agency or instrumentality  or by Residential Asset Mortgage Products,  Inc., the
Master  Servicer,  the  Trustee or GMAC  Mortgage  Group,  Inc.  or any of their
affiliates.  None of  Residential  Asset  Mortgage  Products,  Inc.,  the Master
Servicer,  GMAC Mortgage  Group,  Inc. or any of their  affiliates will have any
obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.


                                                       A-2-2

<PAGE>



         This  certifies  that  Cede  & Co.  is  the  registered  owner  of  the
Percentage  Interest  evidenced  by this  Certificate  (obtained by dividing the
Initial  Certificate  Principal  Balance of this  Certificate  by the  aggregate
Initial Certificate Principal Balance of all Class AP-[_] Certificates,  both as
specified  above) in  certain  distributions  with  respect  to the  Trust  Fund
consisting  primarily  of  an  interest  in  a  pool  of  conventional  one-  to
four-family  fixed and adjustable rate, first lien mortgage loans (the "Mortgage
Loans"),   formed  and  sold  by  Residential  Asset  Mortgage  Products,   Inc.
(hereinafter  called the  "Depositor,"  which term includes any successor entity
under the Agreement  referred to below). The Trust Fund was created pursuant the
Pooling and Servicing  Agreement dated as of December 1, 2002 (the  "Agreement")
among the  Depositor,  the Master  Servicer  and  Deutsche  Bank  Trust  Company
Americas  as trustee  (the  "Trustee"),  a summary  of certain of the  pertinent
provisions of which is set forth  hereafter.  To the extent not defined  herein,
the capitalized  terms used herein have the meanings  assigned in the Agreement.
This  Certificate  is issued under and is subject to the terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement,  a distribution will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
from the Available  Distribution Amount in an amount equal to the product of the
Percentage  Interest  evidenced by this Certificate and the amount of principal,
if any,  required to be distributed to Holders of Class AP-[_]  Certificates  on
such Distribution Date.

         Distributions  on this  Certificate  will be made  either by the Master
Servicer  acting on behalf of the Trustee or by a Paying Agent  appointed by the
Trustee in immediately  available  funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master  Servicer or such Paying Agent,  or by check mailed to the address of the
Person  entitled  thereto,  as  such  name  and  address  shall  appear  on  the
Certificate Register.

         Notwithstanding  the above, the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that  purpose in the City and State of New York.  The Initial
Certificate  Principal  Balance  of this  Certificate  is set forth  above.  The
Certificate   Principal  Balance  hereof  will  be  reduced  to  the  extent  of
distributions allocable to principal and any Realized Losses allocable hereto.

         This  Certificate  is one of a duly  authorized  issue of  Certificates
issued in several  Classes  designated  as  Mortgage  Asset-Backed  Pass-Through
Certificates  of the Series  specified  hereon (herein  collectively  called the
"Certificates").

                                                       A-2-3

<PAGE>



         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the  Agreement.  In the event Master  Servicer  funds are advanced
with respect to any Mortgage Loan,  such advance is  reimbursable  to the Master
Servicer,  to the extent provided in the Agreement,  from related  recoveries on
such  Mortgage  Loan or from other cash that  would have been  distributable  to
Certificateholders.

         As provided in the Agreement,  withdrawals  from the Custodial  Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the  Master  Servicer  from  time to time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement  to the  Depositor  and the Master  Servicer of advances  made, or
certain expenses incurred, by either of them.

         The Agreement permits,  with certain  exceptions therein provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the  Depositor,  the  Master  Servicer  and the  Trustee  and the  rights of the
Certificateholders  under the Agreement at any time by the Depositor, the Master
Servicer  and the  Trustee  with the  consent  of the  Holders  of  Certificates
evidencing  in the aggregate  not less than 66% of the  Percentage  Interests of
each Class of Certificates  affected thereby.  Any such consent by the Holder of
this  Certificate  shall be  conclusive  and binding on such Holder and upon all
future  holders  of this  Certificate  and of any  Certificate  issued  upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the  Certificate.  The  Agreement  also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain  additional  circumstances,  without the
consent of the Holders of certain Classes of Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth,  the transfer of this  Certificate is registrable in the  Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or agencies  appointed by the Trustee in the City and State of New York,
duly  endorsed by, or  accompanied  by an  assignment in the form below or other
written  instrument  of  transfer  in form  satisfactory  to the Trustee and the
Certificate  Registrar  duly  executed  by the  Holder  hereof or such  Holder's
attorney duly authorized in writing,  and thereupon one or more new Certificates
of authorized  denominations  evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered  Certificates  without
coupons in Classes and in denominations  specified in the Agreement. As provided
in  the  Agreement  and  subject  to  certain  limitations  therein  set  forth,
Certificates are  exchangeable for new Certificates of authorized  denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

     No service  charge  will be made for any such  registration  of transfer or
exchange, but the

                                                       A-2-4

<PAGE>



Trustee  may  require  payment  of a sum  sufficient  to cover  any tax or other
governmental charge payable in connection therewith.

         The Depositor,  the Master  Servicer,  the Trustee and the  Certificate
Registrar and any agent of the Depositor,  the Master  Servicer,  the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor,  the
Master  Servicer,  the Trustee nor any such agent shall be affected by notice to
the contrary.

         This Certificate  shall be governed by and construed in accordance with
the laws of the State of New York.

         The obligations created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last related Mortgage Loan subject
thereto or the disposition of all property  acquired upon foreclosure or deed in
lieu of  foreclosure  of any related  Mortgage Loan and (ii) the purchase by the
Master Servicer from the Trust Fund of all remaining  related Mortgage Loans and
all property acquired in respect of such Mortgage Loans, thereby effecting early
retirement  of the related  Certificates.  The Agreement  permits,  but does not
require,  the Master Servicer to (i) purchase at a price  determined as provided
in the Agreement all remaining  related Mortgage Loans and all property acquired
in respect of any related  Mortgage Loan or (ii)  purchase in whole,  but not in
part, all of the related Certificates from the Holders thereof;  provided,  that
any such option may only be exercised if the aggregate Stated Principal  Balance
of the  related  Mortgage  Loans as of the  Distribution  Date  upon  which  the
proceeds of any such  purchase are  distributed  is less than ten percent of the
aggregate Cut-off Date Principal Balance of the related Mortgage Loans.

         Reference is hereby made to the further  provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the  certificate of  authentication  hereon has been executed by
the Certificate  Registrar,  by manual signature,  this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.



                                                       A-2-5

<PAGE>



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


Dated: December 27, 2002                   DEUTSCHE BANK TRUST COMPANY
                                           AMERICAS, as Trustee

                                           By:________________________
                                            Authorized Signatory


                                           CERTIFICATE OF AUTHENTICATION

         This  is  one of  the  Class  AP-[_]  Certificates  referred  to in the
within-mentioned Agreement.


                                          DEUTSCHE BANK TRUST COMPANY
                                          AMERICAS, as Certificate Registrar

                                          By:____________________________
                                               Authorized Signatory


                                                A-2-6

<PAGE>


               ASSIGNMENT


     FOR  VALUE  RECEIVED,   the  undersigned  hereby  sell(s),   assign(s)  and
transfer(s)  unto  _________________________________  (Please print or typewrite
name and address  including  postal zip code of assignee) a Percentage  Interest
evidenced by the within  Mortgage  Asset- Backed  Pass-Through  Certificate  and
hereby  authorizes the transfer of  registration of such interest to assignee on
the Certificate Register of the Trust Fund.

         I  (We)  further  direct  the  Certificate  Registrar  to  issue  a new
Certificate of a like  denomination  and Class,  to the above named assignee and
deliver such Certificate to the following address:



Dated:____________________


                        _______________________________________
                         Signature by or on behalf of assignor



                        ______________________________________
                        Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available    funds   to    _________________________    for   the   account   of
_________________________ account number ________________________, or, if mailed
by check, to  ______________________.  Applicable statements should be mailed to
______________________________.

     This information is provided by _____________, the assignee named above, or
________________, as its agent.


                                                       A-2-7

<PAGE>



                                   EXHIBIT A-3

                       FORM OF CLASS AV- [__] CERTIFICATE

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

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO DEPOSITOR OR
ITS  AGENT  FOR  REGISTRATION  OF  TRANSFER,   EXCHANGE,  OR  PAYMENT,  AND  ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO  CEDE  & CO.  OR TO  SUCH  OTHER  ENTITY  AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                                       A-3-1

<PAGE>




Certificate No. 1                    Variable Pass-Through Rate
Class AV-[__] Senior

                                     Percentage Interest: 100%
Date of Pooling and Servicing
Agreement and Cut-off Date:
December 1, 2002
First Distribution Date:             Aggregate Initial Notional Amount of the
January 27, 2003                     Class AV-[__] Certificates: $[____________]

Master Servicer:                    Initial Notional Amount of this Certificate:
Residential Funding Corporation      $[____________]

Final Scheduled Distribution Date:   CUSIP [___________]
[______________]

Maturity Date:
[______________]

                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
                                 SERIES 2002-RM1

         evidencing a percentage interest in the distributions  allocable to the
         Class AV- [__]  Certificates  with  respect to a Trust Fund  consisting
         primarily  of a pool of  conventional  one- to  four-family  fixed  and
         adjustable   rate,  first  lien  mortgage  loans  formed  and  sold  by
         RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

     This  Certificate  is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in  RESIDENTIAL  ASSET  MORTGAGE
PRODUCTS,  INC.,  the Master  Servicer,  the  Trustee  referred to below or GMAC
Mortgage Group,  Inc. or any of their  affiliates.  Neither this Certificate nor
the  underlying  Mortgage  Loans are  guaranteed or insured by any  governmental
agency or instrumentality  or by Residential Asset Mortgage Products,  Inc., the
Master  Servicer,  the  Trustee or GMAC  Mortgage  Group,  Inc.  or any of their
affiliates.  None of  Residential  Asset  Mortgage  Products,  Inc.,  the Master
Servicer,  GMAC Mortgage  Group,  Inc. or any of their  affiliates will have any
obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

         This  certifies  that  Cede  & Co.  is  the  registered  owner  of  the
Percentage  Interest  evidenced  by this  Certificate  (obtained by dividing the
Initial  Notional Amount of this  Certificate by the aggregate  Initial Notional
Amount of all Class AV-[__]  Certificates) in certain distributions with respect
to the Trust Fund consisting  primarily of an interest in a pool of conventional
one- to

                                                       A-3-2

<PAGE>



four-family  fixed and adjustable rate, first lien mortgage loans (the "Mortgage
Loans"),   formed  and  sold  by  Residential  Asset  Mortgage  Products,   Inc.
(hereinafter  called the  "Depositor,"  which term includes any successor entity
under the Agreement  referred to below). The Trust Fund was created pursuant the
Pooling and Servicing  Agreement dated as of December 1, 2002 (the  "Agreement")
among the  Depositor,  the Master  Servicer  and  Deutsche  Bank  Trust  Company
Americas,  as trustee  (the  "Trustee"),  a summary of certain of the  pertinent
provisions of which is set forth  hereafter.  To the extent not defined  herein,
the capitalized  terms used herein have the meanings  assigned in the Agreement.
This  Certificate  is issued under and is subject to the terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement,  a distribution will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
from the Available  Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest, if
any, required to be distributed to Holders of Class AV-[__] Certificates on such
Distribution  Date. The Notional Amount of the Class AV-[__]  Certificates as of
any date of determination is equal to the aggregate Stated Principal  Balance of
the Mortgage Loans  corresponding to the Uncertificated  REMIC Regular Interests
represented by such Class AV-[__]  Certificates.  The Class AV-[__] Certificates
have no Certificate Principal Balance.

         Distributions  on this  Certificate  will be made  either by the Master
Servicer  acting on behalf of the Trustee or by a Paying Agent  appointed by the
Trustee in immediately  available  funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master  Servicer or such Paying Agent,  or by check mailed to the address of the
Person  entitled  thereto,  as  such  name  and  address  shall  appear  on  the
Certificate Register.

         Notwithstanding  the above, the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York.  The Notional
Amount of this Certificate is set forth above.

         This  Certificate  is one of a duly  authorized  issue of  Certificates
issued in several  Classes  designated  as  Mortgage  Asset-Backed  Pass-Through
Certificates  of the Series  specified  hereon (herein  collectively  called the
"Certificates").

     The Certificates are limited in right of payment to certain collections and
recoveries  respecting the Mortgage Loans,  all as more  specifically  set forth
herein and in the Agreement. In

                                                       A-3-3

<PAGE>



the event Master  Servicer funds are advanced with respect to any Mortgage Loan,
such advance is reimbursable to the Master  Servicer,  to the extent provided in
the Agreement,  from related recoveries on such Mortgage Loan or from other cash
that would have been distributable to Certificateholders.

         As provided in the Agreement,  withdrawals  from the Custodial  Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the  Master  Servicer  from  time to time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement  to the  Depositor  and the Master  Servicer of advances  made, or
certain expenses incurred, by either of them.

         The Agreement permits,  with certain  exceptions therein provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the  Depositor,  the  Master  Servicer  and the  Trustee  and the  rights of the
Certificateholders  under the Agreement at any time by the Depositor, the Master
Servicer  and the  Trustee  with the  consent  of the  Holders  of  Certificates
evidencing  in the aggregate  not less than 66% of the  Percentage  Interests of
each Class of Certificates  affected thereby.  Any such consent by the Holder of
this  Certificate  shall be  conclusive  and binding on such Holder and upon all
future  holders  of this  Certificate  and of any  Certificate  issued  upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the  Certificate.  The  Agreement  also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain  additional  circumstances,  without the
consent of the Holders of certain Classes of Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth,  the transfer of this  Certificate is registrable in the  Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or agencies  appointed by the Trustee in the City and State of New York,
duly  endorsed by, or  accompanied  by an  assignment in the form below or other
written  instrument  of  transfer  in form  satisfactory  to the Trustee and the
Certificate  Registrar  duly  executed  by the  Holder  hereof or such  Holder's
attorney duly authorized in writing,  and thereupon one or more new Certificates
of authorized  denominations  evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered  Certificates  without
coupons in Classes and in denominations  specified in the Agreement. As provided
in  the  Agreement  and  subject  to  certain  limitations  therein  set  forth,
Certificates are  exchangeable for new Certificates of authorized  denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange,  but the Trustee may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

                                                       A-3-4

<PAGE>



         The Depositor,  the Master  Servicer,  the Trustee and the  Certificate
Registrar and any agent of the Depositor,  the Master  Servicer,  the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor,  the
Master  Servicer,  the Trustee nor any such agent shall be affected by notice to
the contrary.

         This Certificate  shall be governed by and construed in accordance with
the laws of the State of New York.

         The obligations created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last related Mortgage Loan subject
thereto or the disposition of all property  acquired upon foreclosure or deed in
lieu of  foreclosure  of any related  Mortgage Loan and (ii) the purchase by the
Master Servicer from the Trust Fund of all remaining  related Mortgage Loans and
all property acquired in respect of such Mortgage Loans, thereby effecting early
retirement  of the related  Certificates.  The Agreement  permits,  but does not
require,  the Master Servicer to (i) purchase at a price  determined as provided
in the Agreement all remaining  related Mortgage Loans and all property acquired
in respect of any related  Mortgage Loan or (ii)  purchase in whole,  but not in
part, all of the related Certificates from the Holders thereof;  provided,  that
any such option may only be exercised if the aggregate Stated Principal  Balance
of the  related  Mortgage  Loans as of the  Distribution  Date  upon  which  the
proceeds of any such  purchase are  distributed  is less than ten percent of the
aggregate Cut-off Date Principal Balance of the related Mortgage Loans.

         Reference is hereby made to the further  provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the  certificate of  authentication  hereon has been executed by
the Certificate  Registrar,  by manual signature,  this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                                       A-3-5

<PAGE>



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



Dated: December 27, 2002                        DEUTSCHE BANK TRUST COMPANY
                                                AMERICAS, as Trustee

                                                By:______________________
                                                   Authorized Signatory


                                           CERTIFICATE OF AUTHENTICATION

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


                                            DEUTSCHE BANK TRUST COMPANY
                                            AMERICAS, as Certificate Registrar

                                            By:______________________________
                                                Authorized Signatory


                                                       A-3-6

<PAGE>



                                            ASSIGNMENT


     FOR  VALUE  RECEIVED,   the  undersigned  hereby  sell(s),   assign(s)  and
transfer(s)  unto  _________________________________  (Please print or typewrite
name and address  including  postal zip code of assignee) a Percentage  Interest
evidenced by the within  Mortgage  Asset- Backed  Pass-Through  Certificate  and
hereby  authorizes the transfer of  registration of such interest to assignee on
the Certificate Register of the Trust Fund.

         I  (We)  further  direct  the  Certificate  Registrar  to  issue  a new
Certificate of a like  denomination  and Class,  to the above named assignee and
deliver such Certificate to the following address:



Dated:____________________


                        _______________________________________
                         Signature by or on behalf of assignor



                        ______________________________________
                        Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available    funds   to    _________________________    for   the   account   of
_________________________ account number ________________________, or, if mailed
by check, to  ______________________.  Applicable statements should be mailed to
______________________________.

     This information is provided by _____________, the assignee named above, or
________________, as its agent.


                                                       A-3-7

<PAGE>



                                    EXHIBIT B

                        FORM OF CLASS M-[_-_] CERTIFICATE

         THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF PAYMENT TO THE RELATED
SENIOR  CERTIFICATES  [AND CLASS  M-[__-__]  CERTIFICATES]  AS  DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).

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

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO DEPOSITOR OR
ITS  AGENT  FOR  REGISTRATION  OF  TRANSFER,   EXCHANGE,  OR  PAYMENT,  AND  ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO  CEDE  & CO.  OR TO  SUCH  OTHER  ENTITY  AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     ANY TRANSFEREE OF THIS  CERTIFICATE  WILL BE DEEMED TO HAVE  REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS  CERTIFICATE (OR INTEREST HEREIN) THAT
EITHER (A) SUCH TRANSFEREE IS NOT AN INVESTMENT  MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY,  ON BEHALF OF OR PURCHASING
ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN  INVESTOR"),  (B) IT HAS
ACQUIRED AND IS HOLDING SUCH  CERTIFICATE IN RELIANCE ON PROHIBITED  TRANSACTION
EXEMPTION  ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE
97-34, 62 FED. REG. 39021 (JULY 21, 1997),  AND PTE 2000-58,  65 FED. REG. 67765
(NOVEMBER 13, 2000) (THE "RFC  EXEMPTION"),  AND THAT IT UNDERSTANDS  THAT THERE
ARE CERTAIN  CONDITIONS TO THE AVAILABILITY OF THE RFC EXEMPTION  INCLUDING THAT
SUCH CERTIFICATE  MUST BE RATED, AT THE TIME OF PURCHASE,  NOT LOWER THAN "BBB-"
(OR ITS  EQUIVALENT)  BY  STANDARD  & POOR'S,  FITCH OR  MOODY'S  OR (C)(I)  THE
TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO
PURCHASE THE CERTIFICATE IS AN "INSURANCE  COMPANY GENERAL  ACCOUNT" (WITHIN THE
MEANING OF U.S.  DEPARTMENT  OF LABOR  PROHIBITED  TRANSACTION  CLASS  EXEMPTION
("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF

                                                        B-1

<PAGE>



PTCE 95-60 HAVE BEEN  SATISFIED  (EACH ENTITY THAT  SATISFIES THIS CLAUSE (C), A
"COMPLYING INSURANCE COMPANY").

         IF THIS  CERTIFICATE  (OR ANY  INTEREST  HEREIN) IS ACQUIRED OR HELD IN
VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,  THEN THE LAST PRECEDING
TRANSFEREE  THAT  EITHER  (I)  IS  NOT  A  PLAN  INVESTOR,  (II)  ACQUIRED  SUCH
CERTIFICATE  IN  COMPLIANCE  WITH THE RFC  EXEMPTION  OR  (III)  IS A  COMPLYING
INSURANCE  COMPANY  SHALL BE  RESTORED,  TO THE EXTENT  PERMITTED BY LAW, TO ALL
RIGHTS AND OBLIGATIONS AS CERTIFICATE  OWNER THEREOF  RETROACTIVE TO THE DATE OF
SUCH  TRANSFER OF THIS  CERTIFICATE.  THE TRUSTEE SHALL BE UNDER NO LIABILITY TO
ANY PERSON FOR MAKING ANY PAYMENTS  DUE ON THIS  CERTIFICATE  TO SUCH  PRECEDING
TRANSFEREE.

         ANY PURPORTED  CERTIFICATE  OWNER WHOSE  ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST  HEREIN) WAS EFFECTED IN VIOLATION OF THE  RESTRICTIONS
IN SECTION  5.02(F) OF THE POOLING AND SERVICING  AGREEMENT  SHALL INDEMNIFY AND
HOLD HARMLESS THE DEPOSITOR,  THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL  LIABILITIES,  CLAIMS,  COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.




                                                        B-2

<PAGE>




Certificate No. 1                        [___]% Pass-Through Rate
Class M-[_-_] Mezzanine                  Percentage Interest: 100%
Date of Pooling and Servicing            Aggregate Certificate Principal
Agreement and Cut-off Date:              Balance of the Class M-[_-_]
December 1, 2002                         Certificates:
                                         $[_______________]

First Distribution Date:                 Initial Certificate Principal
January 27, 2003                         Balance of this Certificate:
                                         $[________________]
Master Servicer:
Residential Funding Corporation

Final Scheduled Distribution Date:
[______________]

Maturity Date:
[______________]                         CUSIP [___________]


                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
                                 Series 2002-RM1

         evidencing a percentage interest in the distributions  allocable to the
         Class  M-[_-_]  Certificates  with  respect to a Trust Fund  consisting
         primarily  of a pool of  conventional  one- to  four-family  fixed  and
         adjustable   rate,  first  lien  mortgage  loans  formed  and  sold  by
         RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

     This  Certificate  is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in  RESIDENTIAL  ASSET  MORTGAGE
PRODUCTS,  INC.,  the Master  Servicer,  the  Trustee  referred to below or GMAC
Mortgage Group,  Inc. or any of their  affiliates.  Neither this Certificate nor
the  underlying  Mortgage  Loans are  guaranteed or insured by any  governmental
agency or instrumentality  or by Residential Asset Mortgage Products,  Inc., the
Master  Servicer,  the  Trustee or GMAC  Mortgage  Group,  Inc.  or any of their
affiliates.  None of  Residential  Asset  Mortgage  Products,  Inc.,  the Master
Servicer,  GMAC Mortgage  Group,  Inc. or any of their  affiliates will have any
obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.


                                                        B-3

<PAGE>



         This  certifies  that  Cede  & Co.  is  the  registered  owner  of  the
Percentage  Interest  evidenced  by this  Certificate  (obtained by dividing the
Certificate  Principal Balance of this Certificate by the aggregate  Certificate
Principal Balance of all Class M-[_-_] Certificates, both as specified above) in
certain  distributions  with respect to a Trust Fund  consisting  primarily of a
pool of conventional  one- to four-family  fixed and adjustable rate, first lien
mortgage loans (the  "Mortgage  Loans"),  formed and sold by  Residential  Asset
Mortgage Products, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement  referred to below). The Trust Fund was
created  pursuant the Pooling and  Servicing  Agreement  dated as of December 1,
2002 (the  "Agreement")  among the Depositor,  the Master  Servicer and Deutsche
Bank Trust Company Americas, as trustee (the "Trustee"), a summary of certain of
the  pertinent  provisions  of which is set forth  hereafter.  To the extent not
defined herein,  the capitalized terms used herein have the meanings assigned in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement,  a distribution will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
from the Available  Distribution Amount in an amount equal to the product of the
Percentage  Interest  evidenced by this  Certificate and the amount (of interest
and  principal,  if any) required to be  distributed to Holders of Class M-[_-_]
Certificates on such Distribution Date.

         Distributions  on this  Certificate  will be made  either by the Master
Servicer  acting on behalf of the Trustee or by a Paying Agent  appointed by the
Trustee in immediately  available  funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master  Servicer or such Paying Agent,  or by check mailed to the address of the
Person  entitled  thereto,  as  such  name  and  address  shall  appear  on  the
Certificate Register.

         Notwithstanding  the above, the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that  purpose in the City and State of New York.  The Initial
Certificate  Principal  Balance  of this  Certificate  is set forth  above.  The
Certificate  Principal  Balance  hereof  will be  reduced  to the  extent of the
distributions allocable to principal and any Realized Losses allocable hereto.

         As described  above,  any transferee of this Certificate will be deemed
to have represented by virtue of its purchase or holding of this Certificate (or
interest herein) that either (A) such transferee is not a Plan Investor,  (B) it
has acquired and is holding this  Certificate  in reliance on the RFC  Exemption
and that it understands that there are certain conditions to the availability of
the RFC Exemption  including that this Certificate must be rated, at the time of
purchase, not lower than

                                                        B-4

<PAGE>



"BBB-" (or its  equivalent)  by  Standard & Poor's,  Fitch or Moody's or (C) the
transferee  is  a  Complying  Insurance  Company.  In  addition,  any  purported
Certificate  Owner whose acquisition or holding of this Certificate (or interest
herein) was effected in violation of the  restrictions in Section 5.02(f) of the
Agreement  shall  indemnify and hold harmless the  Depositor,  the Trustee,  the
Master Servicer,  any  Subservicer,  and the Trust Fund from and against any and
all liabilities,  claims, costs or expenses incurred by such parties as a result
of such acquisition or holding.

         This  Certificate  is one of a duly  authorized  issue of  Certificates
issued in several  Classes  designated  as  Mortgage  Asset-Backed  Pass-Through
Certificates  of the Series  specified  hereon (herein  collectively  called the
"Certificates").

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the  Agreement.  In the event Master  Servicer  funds are advanced
with respect to any Mortgage Loan,  such advance is  reimbursable  to the Master
Servicer,  to the extent provided in the Agreement,  from related  recoveries on
such  Mortgage  Loan or from other cash that  would have been  distributable  to
Certificateholders.

         As provided in the Agreement,  withdrawals  from the Custodial  Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the  Master  Servicer  from  time to time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement  to the  Depositor  and the Master  Servicer of advances  made, or
certain expenses incurred, by either of them.

         The Agreement permits,  with certain  exceptions therein provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the  Depositor,  the  Master  Servicer  and the  Trustee  and the  rights of the
Certificateholders  under the Agreement at any time by the Depositor, the Master
Servicer  and the  Trustee  with the  consent  of the  Holders  of  Certificates
evidencing  in the aggregate  not less than 66% of the  Percentage  Interests of
each Class of Certificates  affected thereby.  Any such consent by the Holder of
this  Certificate  shall be  conclusive  and binding on such Holder and upon all
future  holders  of this  Certificate  and of any  Certificate  issued  upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the  Certificate.  The  Agreement  also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain  additional  circumstances,  without the
consent of the Holders of certain Classes of Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth,  the transfer of this  Certificate is registrable in the  Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or agencies  appointed by the Trustee in the City and State of New York,
duly  endorsed by, or  accompanied  by an  assignment in the form below or other
written  instrument  of  transfer  in form  satisfactory  to the Trustee and the
Certificate  Registrar  duly  executed  by the  Holder  hereof or such  Holder's
attorney duly authorized in writing,  and thereupon one or more new Certificates
of authorized  denominations  evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                                                        B-5

<PAGE>



         The Certificates are issuable only as registered  Certificates  without
coupons in Classes and in denominations  specified in the Agreement. As provided
in  the  Agreement  and  subject  to  certain  limitations  therein  set  forth,
Certificates are  exchangeable for new Certificates of authorized  denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange,  but the Trustee may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor,  the Master  Servicer,  the Trustee and the  Certificate
Registrar and any agent of the Depositor,  the Master  Servicer,  the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor,  the
Master  Servicer,  the Trustee nor any such agent shall be affected by notice to
the contrary.

         This Certificate  shall be governed by and construed in accordance with
the laws of the State of New York.

         The obligations created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last related Mortgage Loan subject
thereto or the disposition of all property  acquired upon foreclosure or deed in
lieu of  foreclosure  of any related  Mortgage Loan and (ii) the purchase by the
Master Servicer from the Trust Fund of all remaining  related Mortgage Loans and
all property acquired in respect of such Mortgage Loans, thereby effecting early
retirement  of the related  Certificates.  The Agreement  permits,  but does not
require,  the Master Servicer to (i) purchase at a price  determined as provided
in the Agreement all remaining  related Mortgage Loans and all property acquired
in respect of any related  Mortgage Loan or (ii)  purchase in whole,  but not in
part, all of the related Certificates from the Holders thereof;  provided,  that
any such option may only be exercised if the aggregate Stated Principal  Balance
of the  related  Mortgage  Loans as of the  Distribution  Date  upon  which  the
proceeds of any such  purchase are  distributed  is less than ten percent of the
aggregate Cut-off Date Principal Balance of the related Mortgage Loans.

         Unless the  certificate of  authentication  hereon has been executed by
the Certificate  Registrar,  by manual signature,  this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.



                                                        B-6

<PAGE>



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


Dated: December 27, 2002                      DEUTSCHE BANK TRUST COMPANY
                                              AMERICAS, as Trustee

                                              By:_________________________
                                                 Authorized Signatory


                                           CERTIFICATE OF AUTHENTICATION

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


                                              DEUTSCHE BANK TRUST COMPANY
                                              AMERICAS, as Certificate Registrar

                                              By:___________________________
                                                  Authorized Signatory



                                                        B-7

<PAGE>



                                    EXHIBIT C

                        FORM OF CLASS B-[_-_] CERTIFICATE

         THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF PAYMENT TO THE RELATED
SENIOR  CERTIFICATES  [AND] [,] RELATED CLASS M CERTIFICATES  [AND RELATED CLASS
B-[__-__] CERTIFICATES] DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).

         THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR  TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT AND
LAWS  OR  IS  SOLD  OR  TRANSFERRED  IN  TRANSACTIONS   WHICH  ARE  EXEMPT  FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

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




                                                        C-1

<PAGE>




Certificate No. 1                      [__]% Pass-Through Rate
Class B-[_-_] Subordinate
Date of Pooling and Servicing          Percentage Interest: 100%
Agreement and Cut-off Date:
December 1, 2002

First Distribution Date:               Aggregate Initial Certificate
January 27, 2003                       Principal Balance of the Class B-[_-_]
                                       Certificates:
                                       $_________________

Master Servicer:                       Initial Certificate Principal
Residential Funding Corporation        Balance of this Certificate:
                                       $_________________
Final Scheduled Distribution Date:
---------------------

Maturity Date:                         CUSIP: _________________
---------------------


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2002-RM1

         evidencing a percentage interest in the distributions  allocable to the
         Class  B-[_-_]  Certificates  with  respect to a Trust Fund  consisting
         primarily  of a pool of  conventional  one- to  four-family  fixed  and
         adjustable   rate,  first  lien  mortgage  loans  formed  and  sold  by
         Residential Asset Mortgage Products, Inc.

         This  Certificate  is payable solely from the assets of the Trust Fund,
and does not  represent  an  obligation  of or  interest  in  Residential  Asset
Mortgage Products,  Inc.., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their  affiliates.  Neither this Certificate
nor the underlying  Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products,  Inc.., the
Master  Servicer,  the  Trustee or GMAC  Mortgage  Group,  Inc.  or any of their
affiliates.  None of the Depositor,  the Master  Servicer,  GMAC Mortgage Group,
Inc. or any of their  affiliates  will have any  obligation  with respect to any
certificate  or other  obligation  secured by or payable  from  payments  on the
Certificates.


                                                        C-2

<PAGE>



         This certifies that  [_______________]  is the registered  owner of the
Percentage  Interest  evidenced  by this  Certificate  (obtained by dividing the
Initial  Certificate  Principal  Balance of this  Certificate  by the  aggregate
Initial Certificate Principal Balance of all Class B-[_-_] Certificates, both as
specified  above) in  certain  distributions  with  respect  to the  Trust  Fund
consisting  primarily  of  an  interest  in  a  pool  of  conventional  one-  to
four-family  fixed and adjustable rate, first lien mortgage loans (the "Mortgage
Loans"),  formed  and  sold  by  Residential  Asset  Mortgage  Products,   Inc..
(hereinafter  called the  "Depositor,"  which term includes any successor entity
under the Agreement  referred to below).  The Trust Fund was created pursuant to
the Pooling and Servicing Agreement dated as of December 1, 2002 (together,  the
"Pooling and  Servicing  Agreement"  or the  "Agreement")  among the  Depositor,
Deutsche Bank Trust Company  Americas as trustee (the  "Trustee"),  a summary of
certain of the  pertinent  provisions  of which is set forth  hereafter.  To the
extent not defined herein,  the capitalized  terms used herein have the meanings
assigned in the  Agreement.  This  Certificate is issued under and is subject to
the terms,  provisions and conditions of the Agreement,  to which  Agreement the
Holder of this  Certificate  by virtue of the  acceptance  hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement,  a distribution will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day immediately following (the "Distribution Date"),  commencing on the
first  Distribution  Date  specified  above,  to the  Person in whose  name this
Certificate  is  registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next  preceding  the month of such  distribution  (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the  Percentage  Interest  evidenced by this  Certificate  and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.

         Distributions  on this  Certificate  will be made  either by the Master
Servicer  acting on behalf of the Trustee or by a Paying Agent  appointed by the
Trustee in immediately  available  funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master  Servicer or such Paying Agent,  or by check mailed to the address of the
Person  entitled  thereto,  as  such  name  and  address  shall  appear  on  the
Certificate Register.

         Notwithstanding  the above, the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that  purpose in the City and State of New York.  The Initial
Certificate  Principal  Balance  of this  Certificate  is set forth  above.  The
Certificate  Principal  Balance  hereof  will be  reduced  to the  extent of the
distributions allocable to principal and any Realized Losses allocable hereto.

         No  transfer  of this  Class B  Certificate  will be made  unless  such
transfer is exempt from the  registration  requirements of the Securities Act of
1933,  as  amended,  and  any  applicable  state  securities  laws or is made in
accordance  with said Act and laws.  In the event that such a transfer  is to be
made,  (i) the  Trustee  or the  Depositor  may  require  an  opinion of counsel
acceptable to and in

                                                        C-3

<PAGE>



form and  substance  satisfactory  to the  Trustee and the  Depositor  that such
transfer is exempt (describing the applicable  exemption and the basis therefor)
from  or is  being  made  pursuant  to  the  registration  requirements  of  the
Securities Act of 1933, as amended,  and of any applicable  statute of any state
and (ii) the transferee shall execute an investment letter in the form described
by Section  5.02(d) of the Agreement.  The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee,  the Depositor,
the  Master  Servicer  and the  Certificate  Registrar  acting  on behalf of the
Trustee  against any liability  that may result if the transfer is not so exempt
or is not made in  accordance  with such Federal and state laws.  In  connection
with any such  transfer,  the Trustee will also require either (i) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trustee, the
Depositor  and the Master  Servicer with respect to the  permissibility  of such
transfer under the Employee  Retirement  Income Security Act of 1974, as amended
("ERISA"),  and  Section  4975 of the  Internal  Revenue  Code (the  "Code") and
stating,  among other things,  that the  transferee's  acquisition  of a Class B
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a  representation
letter,  in the form as  described  by the  Agreement,  either  stating that the
transferee  is not an employee  benefit or other plan subject to the  prohibited
transaction  provisions of ERISA or Section 4975 of the Code (a "Plan"),  or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan)  acting,  directly  or  indirectly,  on behalf  of or  purchasing  any
Certificate with "plan assets" of any Plan, or stating that the transferee is an
insurance  company,  the  source  of  funds  to be  used by it to  purchase  the
Certificate is an "insurance  company  general  account"  (within the meaning of
Department of Labor Prohibited  Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance  upon the  availability  of the exemptive
relief afforded under Sections I and III of PTCE 95-60.

         This  Certificate  is one of a duly  authorized  issue of  Certificates
issued in several  Classes  designated  as  Mortgage  Asset-Backed  Pass-Through
Certificates  of the Series  specified  hereon (herein  collectively  called the
"Certificates").

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the  Agreement.  In the event Master  Servicer  funds are advanced
with respect to any Mortgage Loan,  such advance is  reimbursable  to the Master
Servicer,  to the extent provided in the Agreement,  from related  recoveries on
such  Mortgage  Loan or from other cash that  would have been  distributable  to
Certificateholders.

         As provided in the Agreement,  withdrawals  from the Custodial  Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the  Master  Servicer  from  time to time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement  to the  Depositor  and the Master  Servicer of advances  made, or
certain expenses incurred, by either of them.

         The Agreement permits,  with certain  exceptions therein provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the  Depositor,  the  Master  Servicer  and the  Trustee  and the  rights of the
Certificateholders under the Agreement at any time by the

                                                        C-4

<PAGE>



Depositor,  the Master  Servicer and the Trustee with the consent of the Holders
of Certificates  evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates  affected  thereby.  Any such consent by
the Holder of this  Certificate  shall be conclusive  and binding on such Holder
and upon all future holders of this  Certificate and of any  Certificate  issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation  of such  consent  is made upon the  Certificate.  The  Agreement  also
permits the amendment  thereof in certain  circumstances  without the consent of
the Holders of any of the Certificates and, in certain additional circumstances,
without the consent of the Holders of certain Classes of Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth,  the transfer of this  Certificate is registrable in the  Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or agencies  appointed by the Trustee in the City and State of New York,
duly  endorsed by, or  accompanied  by an  assignment in the form below or other
written  instrument  of  transfer  in form  satisfactory  to the Trustee and the
Certificate  Registrar  duly  executed  by the  Holder  hereof or such  Holder's
attorney duly authorized in writing,  and thereupon one or more new Certificates
of authorized  denominations  evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered  Certificates  without
coupons in Classes and in denominations  specified in the Agreement. As provided
in  the  Agreement  and  subject  to  certain  limitations  therein  set  forth,
Certificates are  exchangeable for new Certificates of authorized  denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange,  but the Trustee may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor,  the Master  Servicer,  the Trustee and the  Certificate
Registrar and any agent of the Depositor,  the Master  Servicer,  the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor,  the
Master  Servicer,  the Trustee nor any such agent shall be affected by notice to
the contrary.

         This Certificate  shall be governed by and construed in accordance with
the laws of the State of New York.

         The obligations created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last related Mortgage Loan subject
thereto or the disposition of all property  acquired upon foreclosure or deed in
lieu of  foreclosure  of any related  Mortgage Loan and (ii) the purchase by the
Master Servicer from the Trust Fund of all remaining

                                                        C-5

<PAGE>



related  Mortgage  Loans and all property  acquired in respect of such  Mortgage
Loans,  thereby  effecting  early  retirement of the related  Certificates.  The
Agreement permits,  but does not require, the Master Servicer to (i) purchase at
a price  determined as provided in the Agreement all remaining  related Mortgage
Loans and all property  acquired in respect of any related Mortgage Loan or (ii)
purchase in whole,  but not in part,  all of the related  Certificates  from the
Holders  thereof;  provided,  that any such option may only be  exercised if the
aggregate  Stated  Principal  Balance of the  related  Mortgage  Loans as of the
Distribution  Date upon which the proceeds of any such purchase are  distributed
is less than ten percent of the aggregate  Cut-off Date Principal Balance of the
related Mortgage Loans.

         Unless the  certificate of  authentication  hereon has been executed by
the Certificate  Registrar,  by manual signature,  this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                                        C-6

<PAGE>




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


Dated: December 27, 2002                        DEUTSCHE BANK TRUST COMPANY
                                                AMERICAS, as Trustee

                                                By:____________________
                                                   Authorized Signatory

                                           CERTIFICATE OF AUTHENTICATION

         This  is one of  the  Class  B-[_-_]  Certificates  referred  to in the
within-mentioned Agreement.


                                              DEUTSCHE BANK TRUST COMPANY
                                              AMERICAS, as Certificate Registrar

                                              By:_________________________
                                                  Authorized Signatory


                                                        C-7

<PAGE>


               ASSIGNMENT


     FOR  VALUE  RECEIVED,   the  undersigned  hereby  sell(s),   assign(s)  and
transfer(s)  unto  _________________________________  (Please print or typewrite
name and address  including  postal zip code of assignee) a Percentage  Interest
evidenced by the within  Mortgage  Asset- Backed  Pass-Through  Certificate  and
hereby  authorizes the transfer of  registration of such interest to assignee on
the Certificate Register of the Trust Fund.

         I  (We)  further  direct  the  Certificate  Registrar  to  issue  a new
Certificate of a like  denomination  and Class,  to the above named assignee and
deliver such Certificate to the following address:



Dated:____________________


                        _______________________________________
                         Signature by or on behalf of assignor



                        ______________________________________
                        Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available    funds   to    _________________________    for   the   account   of
_________________________ account number ________________________, or, if mailed
by check, to  ______________________.  Applicable statements should be mailed to
______________________________.

     This information is provided by _____________, the assignee named above, or
________________, as its agent.

                                                        C-8

<PAGE>



                                    EXHIBIT D

               FORM OF CLASS [R-I][R-II][R-III][R-IV] CERTIFICATE


         THE CLASS [R-I][R-II][R-III][R-IV]  CERTIFICATE WILL NOT BE ENTITLED TO
PAYMENTS  CONSTITUTING  THE  AVAILABLE  DISTRIBUTION  AMOUNT  UNTIL SUCH TIME AS
DESCRIBED  IN THE  POOLING  AND  SERVICING  AGREEMENT  REFERRED  TO HEREIN  (THE
"AGREEMENT").

         THIS  CERTIFICATE  MAY NOT BE HELD BY OR  TRANSFERRED  TO A  NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

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

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

         ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS  CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH  TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY  STATE  OR  POLITICAL  SUBDIVISION  THEREOF,  ANY  FOREIGN  GOVERNMENT,  ANY
INTERNATIONAL  ORGANIZATION,  OR ANY  AGENCY  OR  INSTRUMENTALITY  OF ANY OF THE
FOREGOING,  (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE  DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS.  EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS  SUCH  ORGANIZATION  IS SUBJECT TO THE TAX  IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION  DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (ANY
SUCH PERSON  DESCRIBED  IN THE  FOREGOING  CLAUSES  (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED  ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO

                                                        D-1

<PAGE>



IMPEDE THE  ASSESSMENT OR COLLECTION  OF TAX AND (3) SUCH  TRANSFEREE  SATISFIES
CERTAIN  ADDITIONAL  CONDITIONS  RELATING  TO  THE  FINANCIAL  CONDITION  OF THE
PROPOSED  TRANSFEREE.   NOTWITHSTANDING  THE  REGISTRATION  IN  THE  CERTIFICATE
REGISTER OR ANY TRANSFER,  SALE OR OTHER  DISPOSITION  OF THIS  CERTIFICATE TO A
DISQUALIFIED  ORGANIZATION  OR AN AGENT  OF A  DISQUALIFIED  ORGANIZATION,  SUCH
REGISTRATION  SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT  WHATSOEVER  AND
SUCH  PERSON  SHALL  NOT BE  DEEMED TO BE A  CERTIFICATEHOLDER  FOR ANY  PURPOSE
HEREUNDER,  INCLUDING,  BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.  EACH HOLDER OF THIS  CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.



                                                        D-2

<PAGE>




Certificate No. __                     [___]% Pass Through Rate
Class [R-I][R-II][R-III][R-IV]
Date of Pooling and Servicing          Percentage Interest: [___]%
Agreement and Cut-off Date:
December 1, 2002
First Distribution Date:               Aggregate Initial Certificate Principal
January 27, 2003                       Balance of the Class R-IV Certificate:
                                       $______________
Master Servicer:                       Initial Certificate Principal
Residential Funding Corporation        Balance of this Certificate: $____
Final Scheduled Distribution Date:
_______________

Maturity Date:
________________                       CUSIP _______________


                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2002-RM1

                  evidencing   a  percentage   interest  in  any   distributions
                  allocable to the Class  [R-I][R-II][R-III][R-IV]  Certificates
                  with respect to the Trust Fund consisting  primarily of a pool
                  of  conventional  one- to  four-family  fixed  and  adjustable
                  interest  rate,  first lien mortgage loans sold by RESIDENTIAL
                  ASSET MORTGAGE PRODUCTS, INC.

         This  Certificate  is payable  solely from the assets of the Trust Fund
and does not  represent  an  obligation  of or  interest  in  Residential  Asset
Mortgage Products,  Inc., the Master Servicer,  the Trustee referred to below or
any of their  affiliates.  Neither this Certificate nor the underlying  Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality or
by Residential Asset Mortgage Products,  Inc., the Master Servicer,  the Trustee
or any of their affiliates.  None of Residential Asset Mortgage Products,  Inc.,
the Master  Servicer or any of their  affiliates  will have any obligation  with
respect to any  certificate  or other  obligation  secured  by or  payable  from
payments on the Certificates.

         This certifies that  [_______________________]  is the registered owner
of  the   Percentage   Interest   evidenced  by  this   Certificate  in  certain
distributions  with respect to the Trust Fund consisting  primarily of a pool of
conventional one- to four-family fixed and adjustable  interest rate, first lien
mortgage  loans (the  "Mortgage  Loans"),  sold by  Residential  Asset  Mortgage
Products, Inc.

                                                        D-3

<PAGE>



(hereinafter  called the  "Depositor,"  which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing  Agreement dated as specified above (the "Agreement) among
the Depositor,  the Master Servicer and Deutsche Bank Trust Company Americas, as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which is set forth hereafter.  To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement.  This Certificate
is issued under and is subject to the terms,  provisions  and  conditions of the
Agreement,  to which  Agreement the Holder of this  Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement,  a distribution will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
from the related Available Distribution Amount in an amount equal to the product
of the  Percentage  Interest  evidenced by this  Certificate  and, the amount of
interest and principal, if any, required to be distributed to Holders of Class R
Certificates on such Distribution Date.

         Each  Holder of this  Certificate  will be deemed to have  agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United  States  Person and a  Permitted  Transferee,  (ii) the  transfer  of any
Ownership  Interest in this Certificate will be conditioned upon the delivery to
the Trustee of,  among other  things,  an  affidavit  to the effect that it is a
United States Person and Permitted  Transferee,  (ii) any attempted or purported
transfer of any  Ownership  Interest in this  Certificate  in  violation of such
restrictions  will be  absolutely  null and void and will  vest no rights in the
purported  transferee,  and (iv) if any person other than a United States Person
and a Permitted  Transferee  acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate,  to
sell this  Certificate  to a purchaser  selected by the Master  Servicer,  which
purchaser may be the Master  Servicer,  or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.

         Notwithstanding  the above, the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this   Certificate  may  have  additional   obligations  with  respect  to  this
Certificate, including tax liabilities.

         No transfer of this Certificate or any interest herein shall be made to
any Plan  subject  to ERISA or  Section  4975 of the Code,  any  Person  acting,
directly or indirectly,  on behalf of any such Plan or any Person acquiring such
Certificates  with "plan assets" of a Plan within the meaning of the  Department
of Labor  regulation  promulgated  at 29 C.F.R.  ss.2510.3-101  ("Plan  Assets")
unless

                                                        D-4

<PAGE>



the Depositor,  the Trustee and the Master Servicer are provided with an Opinion
of Counsel which  establishes to the satisfaction of the Depositor,  the Trustee
and the Master  Servicer that the purchase of this  Certificate  is  permissible
under   applicable  law,  will  not  constitute  or  result  in  any  prohibited
transaction  under  ERISA or Section  4975 of the Code and will not  subject the
Depositor,  the Master Servicer, the Trustee or the Trust Fund to any obligation
or liability (including obligations,  or liabilities under ERISA or Section 4975
of the Code) in addition to those undertaken in the Agreement,  which Opinion of
Counsel  shall not be an expense of the  Depositor,  the  Master  Servicer,  the
Trustee or the Trust  Fund.  In lieu of such  Opinion of  Counsel,  a Plan,  any
Person acting  directly or indirectly,  on behalf of any such Plan or any Person
acquiring  this   Certificate   with  Plan  Assets  of  a  Plan  may  provide  a
certification in the form of paragraph fourteen of Exhibit H-1 to the Agreement,
which the Trustee may rely upon without further inquiry or investigation.

         This  Certificate  is one of a duly  authorized  issue of  Certificates
issued in several  Classes  designated  as  Mortgage  Asset-Backed  Pass-Through
Certificates  of the Series  specified  hereon (herein  collectively  called the
"Certificates").

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the  Agreement.  In the event Master  Servicer  funds are advanced
with respect to any Mortgage Loan,  such advance is  reimbursable  to the Master
Servicer,  to the extent provided in the Agreement,  from related  recoveries on
such  Mortgage  Loan or from other cash that  would have been  distributable  to
Certificateholders.

         As provided in the Agreement,  withdrawals  from the Custodial  Account
and/or the Certificate Account created for the benefit of Certificateholders and
the Insurer may be made by the Master  Servicer  from time to time for  purposes
other than distributions to Certificateholders,  such purposes including without
limitation  reimbursement  to the Depositor and the Master  Servicer of advances
made, or certain expenses incurred, by either of them.

         The Agreement permits,  with certain  exceptions therein provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the  Depositor,  the  Master  Servicer  and the  Trustee  and the  rights of the
Certificateholders  under the Agreement from time to time by the Depositor,  the
Master  Servicer and the Trustee with the consent of the Holders of Certificates
evidencing  in the aggregate  not less than 66% of the  Percentage  Interests of
each Class of Certificates affected thereby and the Insurer. Any such consent by
the Holder of this  Certificate  shall be conclusive  and binding on such Holder
and upon all future holders of this  Certificate and of any  Certificate  issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation  of such  consent  is made upon the  Certificate.  The  Agreement  also
permits the amendment  thereof in certain  circumstances  without the consent of
the Holders of any of the Certificates and, in certain additional circumstances,
without the consent of the Holders of certain Classes of Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth,  the transfer of this  Certificate is registrable in the  Certificate
Register upon surrender of this Certificate for

                                                        D-5

<PAGE>



registration of transfer at the offices or agencies  appointed by the Trustee in
the  City and  State  of New  York,  duly  endorsed  by,  or  accompanied  by an
assignment  in the form below or other  written  instrument  of transfer in form
satisfactory to the Trustee and the  Certificate  Registrar duly executed by the
Holder  hereof  or such  Holder's  attorney  duly  authorized  in  writing,  and
thereupon one or more new  Certificates of authorized  denominations  evidencing
the  same  Class  and  aggregate  Percentage  Interest  will  be  issued  to the
designated transferee or transferees.

         The Certificates are issuable only as registered  Certificates  without
coupons in Classes and in denominations  specified in the Agreement. As provided
in  the  Agreement  and  subject  to  certain  limitations  therein  set  forth,
Certificates are  exchangeable for new Certificates of authorized  denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange,  but the Trustee may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The  Depositor,  the Master  Servicer,  the  Trustee,  the  Certificate
Registrar and any agent of the Depositor,  the Master  Servicer,  the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor,  the
Master  Servicer,  the Trustee nor any such agent shall be affected by notice to
the contrary.

         This Certificate  shall be governed by and construed in accordance with
the laws of the State of New York.

         The obligations created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last related Mortgage Loan subject
thereto or the disposition of all property  acquired upon foreclosure or deed in
lieu of  foreclosure  of any related  Mortgage Loan and (ii) the purchase by the
Master Servicer from the Trust Fund of all remaining  related Mortgage Loans and
all property acquired in respect of such Mortgage Loans, thereby effecting early
retirement  of the related  Certificates.  The Agreement  permits,  but does not
require,  the Master Servicer to (i) purchase at a price  determined as provided
in the Agreement all remaining  related Mortgage Loans and all property acquired
in respect of any related  Mortgage Loan or (ii)  purchase in whole,  but not in
part, all of the related Certificates from the Holders thereof;  provided,  that
any such option may only be exercised if the aggregate Stated Principal  Balance
of the  related  Mortgage  Loans as of the  Distribution  Date  upon  which  the
proceeds of any such  purchase are  distributed  is less than ten percent of the
aggregate Cut-off Date Principal Balance of the related Mortgage Loans.

     Unless the  certificate of  authentication  hereon has been executed by the
Certificate Registrar,

                                                        D-6

<PAGE>



by manual signature, this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.


                                                        D-7

<PAGE>




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


                                        DEUTSCHE BANK TRUST COMPANY
                                        AMERICAS, as Trustee


                                        By:_____________________________
                                                 Authorized Signatory

Dated: December 27, 2002

                                           CERTIFICATE OF AUTHENTICATION

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


                                      DEUTSCHE BANK TRUST COMPANY
                                      AMERICAS, as Certificate Registrar


                                      By:  _______________________________
                                               Authorized Signatory





                                                        D-8

<PAGE>



                                                           ASSIGNMENT


     FOR  VALUE  RECEIVED,   the  undersigned  hereby  sell(s),   assign(s)  and
transfer(s)  unto  _________________________________  (Please print or typewrite
name and address  including  postal zip code of assignee) a Percentage  Interest
evidenced by the within  Mortgage  Asset- Backed  Pass-Through  Certificate  and
hereby  authorizes the transfer of  registration of such interest to assignee on
the Certificate Register of the Trust Fund.

         I  (We)  further  direct  the  Certificate  Registrar  to  issue  a new
Certificate of a like  denomination  and Class,  to the above named assignee and
deliver such Certificate to the following address:



Dated:____________________


                        _______________________________________
                         Signature by or on behalf of assignor



                        ______________________________________
                        Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available    funds   to    _________________________    for   the   account   of
_________________________ account number ________________________, or, if mailed
by check, to  ______________________.  Applicable statements should be mailed to
______________________________.

     This information is provided by _____________, the assignee named above, or
________________, as its agent.




                                                        D-9

<PAGE>



                                    EXHIBIT E

                           FORM OF CUSTODIAL AGREEMENT

         THIS  CUSTODIAL  AGREEMENT  (as amended and  supplemented  from time to
time, the "Agreement"), dated as of December 1, 2002, by and among DEUTSCHE BANK
TRUST COMPANY AMERICAS,  as trustee  (including its successors under the Pooling
Agreement defined below, the "Trustee"),  RESIDENTIAL  ASSET MORTGAGE  PRODUCTS,
INC.,  as company  (together  with any  successor in interest,  the  "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with any successor
in interest or  successor  under the Pooling  Agreement  referred to below,  the
"Master  Servicer") and WELLS FARGO BANK  MINNESOTA,  NATIONAL  ASSOCIATION,  as
custodian  (together  with any successor in interest or any successor  appointed
hereunder, the "Custodian").

                          W I T N E S S E T H T H A T:

         WHEREAS, the Company, the Master Servicer, and the Trustee have entered
into a Pooling and Servicing  Agreement,  dated as of December 1, 2002, relating
to  the  issuance  of  Residential  Asset  Mortgage  Products,   Inc.,  Mortgage
Asset-Backed  Pass-Through  Certificates,  Series  2002-RM1 (as in effect on the
date of this  Agreement,  the "Original  Pooling  Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and

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

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

                                    ARTICLE I

                                   Definitions

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

                                   ARTICLE II

                          Custody of Mortgage Documents

     Section 2.1 Custodian to Act as Agent;  Acceptance of Mortgage  Files.  The
Custodian, as

                                                        E-1

<PAGE>



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

         Section 2.2 Recordation of  Assignments.  If any Mortgage File includes
one or more  assignments  of the related  Mortgages to the Trustee that have not
been recorded,  each such assignment  shall be delivered by the Custodian to the
Company for the purpose of recording  it in the  appropriate  public  office for
real property records,  and the Company,  at no expense to the Custodian,  shall
promptly cause to be recorded in the appropriate public office for real property
records each such  assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.

         Section 2.3       Review of Mortgage Files.

         (a) On or prior to the Closing Date, the Custodian shall deliver to the
Trustee an  Initial  Certification  in the form  annexed  hereto as Exhibit  One
evidencing  receipt  of a Mortgage  File for each  Mortgage  Loan  listed on the
Schedule  attached  hereto (the  "Mortgage Loan  Schedule").  The parties hereto
acknowledge that certain documents  referred to in Subsection  2.01(b)(i) of the
Pooling  Agreement  may be  missing  on or  prior to the  Closing  Date and such
missing documents shall be listed as a Schedule to Exhibit One.

         (b) Within 45 days of the  initial  issuance of the  Certificates,  the
Custodian agrees, for the benefit of Certificateholders, to review in accordance
with the provisions of Section 2.02 of the Pooling  Agreement each Mortgage File
and to deliver  to the  Trustee an  Interim  Certification  in the form  annexed
hereto as Exhibit Two to the effect that all documents  required to be delivered
pursuant to Section  2.01 (b) of the Pooling  Agreement  have been  executed and
received and that such documents  relate to the Mortgage Loans identified on the
Mortgage Loan Schedule,  except for any exceptions listed on Schedule A attached
to such Interim Certification.  For purposes of such review, the Custodian shall
compare the following  information  in each  Mortgage File to the  corresponding
information  in the  Mortgage  Loan  Schedule:  (i) the  loan  number,  (ii) the
borrower name and (iii) the original principal  balance.  The Custodian shall be
under no duty or  obligation  to  inspect,  review or  examine  said  documents,
instruments,  certificates  or  other  papers  to  determine  that  the same are
genuine,  enforceable,  or appropriate for the represented  purpose or that they
have  actually been recorded or that they are other than what they purport to be
on their face, or that the MIN is accurate. If in performing the review required
by this Section 2.3 the Custodian finds any document or documents constituting a
part of a  Mortgage  File to be  missing  or  defective  in respect of the items
reviewed as described in this Section  2.3(b),  the Custodian  shall promptly so
notify the Company, the Master Servicer and the Trustee.

         (c) Upon receipt of all documents  required to be in the Mortgage Files
the  Custodian  shall deliver to the Trustee a Final  Certification  in the form
annexed  hereto as Exhibit Three  evidencing  the  completeness  of the Mortgage
Files.

                                                        E-2

<PAGE>




         Upon receipt of written  request  from the Trustee,  the Company or the
Master Servicer,  the Custodian shall as soon as practicable  supply the Trustee
with a list of all of the documents  relating to the Mortgage  Loans required to
be  delivered  pursuant to Section  2.01 (b) of the Pooling  Agreement  not then
contained in the Mortgage Files.

         Section 2.4 Notification of Breaches of Representations and Warranties.
If the Custodian discovers, in the course of performing its custodial functions,
a breach of a  representation  or  warranty  made by the Master  Servicer or the
Company as set forth in the Pooling  Agreement  with respect to a Mortgage  Loan
relating to a Mortgage File,  the Custodian  shall give prompt written notice to
the Company, the Master Servicer and the Trustee.

         Section 2.5 Custodian to Cooperate: Release of Mortgage Files. Upon the
repurchase  or  substitution  of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the
Master  Servicer of a  notification  that  payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the  Custodian by delivering to the Custodian a Request for Release (in the form
of Exhibit Four attached hereto or a mutually  acceptable  electronic  form) and
shall request  delivery to it of the Mortgage File. The Custodian  agrees,  upon
receipt of such Request for Release,  promptly to release to the Master Servicer
the related  Mortgage File. Upon written  notification  of a  substitution,  the
Master  Servicer  shall deliver to the  Custodian  and the  Custodian  agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any  Qualified  Substitute  Mortgage  Loan,  upon  receiving  written
notification from the Master Servicer of such substitution.

         Upon receipt of a Request for Release from the Master Servicer,  signed
by a Servicing  Officer,  that (i) the Master Servicer or a Subservicer,  as the
case may be, has made a deposit into the Certificate  Account in payment for the
purchase of the related  Mortgage Loan in an amount equal to the Purchase  Price
for such  Mortgage Loan or (ii) the Company has chosen to substitute a Qualified
Substitute  Mortgage Loan for such Mortgage Loan, the Custodian shall release to
the Master Servicer the related Mortgage File.

         From time to time as is appropriate  for the servicing or  foreclosures
of any Mortgage Loan, including, for this purpose,  collection under any Primary
Insurance  Policy or any Mortgage Pool  Insurance  Policy,  the Master  Servicer
shall deliver to the Custodian a Request for Release certifying as to the reason
for such release. Upon receipt of the foregoing, the Custodian shall deliver the
Mortgage File or such document to the Master Servicer. The Master Servicer shall
cause each Mortgage  File or any document  therein so released to be returned to
the Custodian  when the need therefor by the Master  Servicer no longer  exists,
unless (i) the Mortgage Loan has been  liquidated and the  Liquidation  Proceeds
relating to the Mortgage Loan have been  deposited in the  Custodial  Account or
(ii) the Mortgage File or such document has been delivered to an attorney, or to
a public  trustee or other  public  official as required by law, for purposes of
initiating or pursuing legal action or other  proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially,

                                                        E-3

<PAGE>



and the Master  Servicer has delivered to the  Custodian an updated  Request for
Release signed by a Servicing  Officer  certifying as to the name and address of
the Person to which such  Mortgage  File or such  document was delivered and the
purpose or purposes of such delivery.  Immediately  upon receipt of any Mortgage
File  returned to the  Custodian by the Master  Servicer,  the  Custodian  shall
deliver a signed  acknowledgment to the Master Servicer,  confirming  receipt of
such Mortgage File.

         Upon the request of the Master Servicer, the Custodian will send to the
Master Servicer copies of any documents contained in the Mortgage File.

         Section 2.6  Assumption  Agreements.  In the event that any  assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage  Loan subject to this  Agreement in  accordance  with the terms and
provisions  of the  Pooling  Agreement,  the Master  Servicer  shall  notify the
Custodian that such assumption or  substitution  agreement has been completed by
forwarding  to the Custodian  the original of such  assumption  or  substitution
agreement,  which  shall be added to the  related  Mortgage  File  and,  for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.

                                   ARTICLE III

                            Concerning the Custodian

         Section 3.1  Custodian a Bailee and Agent of the Trustee.  With respect
to each Mortgage Note,  Mortgage and other documents  constituting each Mortgage
File which are  delivered to the  Custodian,  the Custodian is  exclusively  the
bailee and agent of the Trustee  and has no  instructions  to hold any  Mortgage
Note or Mortgage  for the  benefit of any person  other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are  specifically  set forth in this Agreement.  Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document  constituting  a part of a  Mortgage  File  shall be  delivered  by the
Custodian to the Company or the Master  Servicer or otherwise  released from the
possession of the Custodian.

         The Master  Servicer shall promptly  notify the Custodian in writing if
it shall no longer be a member of MERS,  or if it  otherwise  shall no longer be
capable of registering and recording Mortgage Loans using MERS. In addition, the
Master  Servicer shall (i) promptly  notify the Custodian in writing when a MERS
Mortgage  Loan is no longer  registered  with and  recorded  under MERS and (ii)
concurrently  with any such  deregistration  of a MERS Mortgage  Loan,  prepare,
execute and record an original  assignment  from MERS to the Trustee and deliver
such assignment to the Custodian.

         Section 3.2 Indemnification. The Company hereby agrees to indemnify and
hold the Custodian  harmless from and against all claims,  liabilities,  losses,
actions,  suits or proceedings at law or in equity, or any other expenses,  fees
or charges of any character or nature, which the

                                                        E-4

<PAGE>



Custodian  may incur or with which the  Custodian may be threatened by reason of
its acting as custodian under this Agreement,  including  indemnification of the
Custodian against any and all expenses, including attorney's fees if counsel for
the Custodian  has been  approved by the Company,  and the cost of defending any
action,  suit  or  proceedings  or  resisting  any  claim.  Notwithstanding  the
foregoing,  it is specifically  understood and agreed that in the event any such
claim,  liability,  loss,  action,  suit or proceeding or other expense,  fee or
charge shall have been caused by reason of any negligent act,  negligent failure
to act or  willful  misconduct  on the part of the  Custodian,  or  which  shall
constitute  a  willful  breach  of its  duties  hereunder,  the  indemnification
provisions of this Agreement shall not apply.

         Section  3.3  Custodian  May Own  Certificates.  The  Custodian  in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.

         Section 3.4 Master Servicer to Pay Custodian's  Fees and Expenses.  The
Master Servicer  covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and  performance  of any of the powers and duties
hereunder of the  Custodian,  and the Master  Servicer will pay or reimburse the
Custodian  upon its  request  for all  reasonable  expenses,  disbursements  and
advances  incurred  or made  by the  Custodian  in  accordance  with  any of the
provisions of this  Agreement  (including the  reasonable  compensation  and the
expenses and  disbursements  of its counsel and of all persons not  regularly in
its employ), except any such expense,  disbursement or advance as may arise from
its negligence or bad faith.

         Section 3.5 Custodian  May Resign;  Trustee May Remove  Custodian.  The
Custodian may resign from the  obligations  and duties hereby imposed upon it as
such  obligations  and duties  relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation,  the Trustee shall either take
custody of the  Mortgage  Files  itself and give  prompt  notice  thereof to the
Company, the Master Servicer and the Custodian,  or promptly appoint a successor
Custodian by written  instrument,  in  duplicate,  one copy of which  instrument
shall be  delivered to the  resigning  Custodian  and one copy to the  successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no  successor   Custodian  shall  have  been  so  appointed  and  have  accepted
appointment  within 30 days after the giving of such notice of resignation,  the
resigning  Custodian  may petition any court of competent  jurisdiction  for the
appointment of a successor Custodian.

         The Trustee may remove the  Custodian at any time.  In such event,  the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian  hereunder.  Any successor Custodian shall be a depository
institution  subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.

         Any  resignation  or  removal of the  Custodian  and  appointment  of a
successor  Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of

                                                        E-5

<PAGE>



appointment by the successor Custodian.  The Trustee shall give prompt notice to
the  Company  and  the  Master  Servicer  of the  appointment  of any  successor
Custodian.  No successor Custodian shall be appointed by the Trustee without the
prior approval of the Company and the Master Servicer.

         Section 3.6 Merger or Consolidation of Custodian. Any Person into which
the Custodian  may be merged or converted or with which it may be  consolidated,
or any Person  resulting from any merger,  conversion or  consolidation to which
the Custodian shall be a party, or any Person  succeeding to the business of the
Custodian,  shall be the  successor  of the  Custodian  hereunder,  without  the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

         Section 3.7  Representations  of the  Custodian.  The Custodian  hereby
represents  that  it is a  depository  institution  subject  to  supervision  or
examination by a federal or state authority,  has a combined capital and surplus
of at least  $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.


                                   ARTICLE IV

                            Miscellaneous Provisions

         Section 4.1 Notices.  All notices,  requests,  consents and demands and
other  communications  required  under this  Agreement  or pursuant to any other
instrument  or document  delivered  hereunder  shall be in writing  and,  unless
otherwise  specifically  provided,  may be delivered personally,  by telegram or
telex,  or by registered or certified  mail,  postage  prepaid,  return  receipt
requested,  at the  addresses  specified on the  signature  page hereof  (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.

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

         Section 4.3 GOVERNING  LAW. THIS  AGREEMENT  SHALL BE DEEMED A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     Section 4.4 Recordation of Agreement. To the extent permitted by applicable
law, this Agreement is subject to recordation in all appropriate  public offices
for real property records in all

                                                        E-6

<PAGE>



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

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

         Section  4.5  Severability  of  Provisions.  If any  one or more of the
covenants,  agreements,  provisions or terms of this Agreement  shall be for any
reason whatsoever held invalid, then such covenants,  agreements,  provisions or
terms  shall be  deemed  severable  from the  remaining  covenants,  agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability  of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.

                                                        E-7

<PAGE>






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

Address:                                    DEUTSCHE BANK TRUST COMPANY
                                            AMERICAS, as Trustee

1761 East St. Andrew Place
Santa Ana, California 92705
                                            By:_________________________________
Attention: Residential Asset Mortgage       Name:
         Products, Inc., Series 2002-RM1    Title:

                                            By:_________________________________
                                            Name:
                                            Title:

Address:                                    RESIDENTIAL ASSET MORTGAGE
                                            PRODUCTS, INC.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

                                            By:_________________________________
                                            Name:    Michael Mead
                                            Title:   Vice President



Address:                                    RESIDENTIAL FUNDING
                                            CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437


                                            By:_________________________________
                                            Name: Julie Steinhagen
                                            Title:   Director



                                               E-8

<PAGE>




Address:                                 WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION
Mortgage Document Custody
One Meridian Crossings - 3rd Floor
Richfield, Minnesota 55423

                                         By:_________________________________
                                         Name:    Herb A. Nelson
                                         Title:   Assistant Vice President

                                            E-9

<PAGE>




STATE OF                            )
                                    )ss.:
COUNTY OF                           )


                  On the 27th day of December,  2002, before me, a notary public
in and for said State, personally appeared  _____________,  known to me to be an
________________  of Deutsche  Bank Trust  Company  Americas,  that executed the
within  instrument,  and also known to me to be the person  who  executed  it on
behalf of said corporation and acknowledged to me that such corporation executed
the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                               --------------------------
                                                              Notary Public

[SEAL]


                                                       E-10

<PAGE>



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


                  On the 27th day of December,  2002, before me, a notary public
in and for said State,  personally  appeared  Michael Mead,  known to me to be a
Vice  President  of  Residential  Asset  Mortgage  Products,  Inc.,  one  of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said  corporation,  and  acknowledged  to me
that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                 ------------------------------
                                                                  Notary Public
[Notarial Seal]




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


                  On the 27th day of December,  2002, before me, a notary public
in and for said State, personally appeared, Julie Steinhagen,  known to me to be
a Director of Residential  Funding  Corporation,  one of the  corporations  that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed  it on behalf of said  corporation,  and  acknowledged  to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written. .


                                                     -----------------------
                                                            Notary Public

[Notarial Seal]



                                                       E-11

<PAGE>



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


                  On the ___th day of December, 2002, before me, a notary public
in and for said State,  personally appeared Herb A. Nelson, known to me to be an
Assistant Vice President of Wells Fargo Bank  Minnesota,  National  Association,
one of the corporations that executed the within  instrument,  and also known to
me to be  the  person  who  executed  it on  behalf  of  said  national  banking
association,  and  acknowledged  to me that such  national  banking  association
executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.




                                                 ------------------------------
                                                 Notary Public



                                                       E-12

<PAGE>



                                   EXHIBIT ONE

                                FORM OF CUSTODIAN
                              INITIAL CERTIFICATION

                               December ___, 2002


Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California 92705




Attention: Residential Asset Mortgage Products, Inc., Series 2002-RM1

               Re:  Custodial  Agreement,  dated as of December 27, 2002, by and
                    among  Deutsche  Bank Trust  Company  Americas,  Residential
                    Asset   Mortgage   Products,   Inc.,   Residential   Funding
                    Corporation  and  Wells  Fargo  Bank   Minnesota,   National
                    Association,  relating to Mortgage Asset-Backed Pass-Through
                    Certificates, Series 2002-RM1


Ladies and Gentlemen:

                  In  accordance   with  Section  2.3  of  the   above-captioned
Custodial Agreement,  and subject to Section 2.02 of the Pooling Agreement,  the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which  contains an original  Mortgage Note or an original  lost note  affidavit
with a copy of the  related  Mortgage  Note) to the extent  required  in Section
2.01(b) of the Pooling  Agreement  with respect to each  Mortgage Loan listed in
the Mortgage Loan Schedule,  with any  exceptions  listed on Schedule A attached
hereto.

                  Capitalized  words and  phrases  used  herein  shall  have the
respective meanings assigned to them in the above-captioned Custodial Agreement.

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION


                                       By:________________________________
                                       Name: H. A. Nelson
                                       Title:   Assistant Vice President

                                                       E-13

<PAGE>



                                   EXHIBIT TWO

                     FORM OF CUSTODIAN INTERIM CERTIFICATION

                                                              December ___, 2002


Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California 92705

Attention: Residential Asset Mortgage Products, Inc., Series 2002-RM1

               Re:  Custodial  Agreement,  dated as of December 27, 2002, by and
                    among  Deutsche  Bank Trust  Company  Americas,  Residential
                    Asset   Mortgage   Products,   Inc.,   Residential   Funding
                    Corporation  and  Wells  Fargo  Bank   Minnesota,   National
                    Association,  relating to Mortgage Asset-Backed Pass-Through
                    Certificates, Series 2002-RM1

Ladies and Gentlemen:

                  In  accordance   with  Section  2.3  of  the   above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File to the extent  required  pursuant to Section 2.01(b) of
the Pooling  Agreement with respect to each Mortgage Loan listed in the Mortgage
Loan  Schedule,  and it has  reviewed the  Mortgage  File and the Mortgage  Loan
Schedule and has determined that: all required  documents have been executed and
received and that such documents  relate to the Mortgage Loans identified on the
Mortgage  Loan  Schedule,  with any  exceptions  listed on  Schedule  A attached
hereto.

                  Capitalized  words and  phrases  used  herein  shall  have the
respective meanings assigned to them in the above-captioned Custodial Agreement.

                                             WELLS FARGO BANK MINNESOTA,
                                             NATIONAL ASSOCIATION


                                             By:________________________________
                                             Name: H.A. Nelson
                                             Title:   Assistant Vice President



                                                       E-14

<PAGE>



                                  EXHIBIT THREE

                      FORM OF CUSTODIAN FINAL CERTIFICATION

                               December ___, 2002


Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California 92705


Attention: Residential Asset Mortgage Products, Inc., Series 2002-RM1

               Re:  Custodial  Agreement,  dated as of December 27, 2002, by and
                    among  Deutsche  Bank Trust  Company  Americas,  Residential
                    Asset   Mortgage   Products,   Inc.,   Residential   Funding
                    Corporation  and  Wells  Fargo  Bank   Minnesota,   National
                    Association,  relating to Mortgage Asset-Backed Pass-Through
                    Certificates, Series 2002-RM1


Ladies and Gentlemen:

                  In  accordance   with  Section  2.3  of  the   above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received  a  Mortgage  File with  respect to each  Mortgage  Loan  listed in the
Mortgage  Loan  Schedule and it has reviewed the Mortgage  File and the Mortgage
Loan Schedule and has  determined  that: all required  documents  referred to in
Section  2.01(b) of the Pooling  Agreement  have been  executed and received and
that such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule.

                  Capitalized  words and  phrases  used  herein  shall  have the
respective meanings assigned to them in the above-captioned Custodial Agreement.

                                        WELLS FARGO BANK MINNESOTA,
                                        NATIONAL ASSOCIATION


                                        By:________________________________
                                        Name: H. A. Nelson
                                        Title:   Assistant Vice President



                                                       E-15

<PAGE>



                                  EXHIBIT FOUR
                           FORM OF REQUEST FOR RELEASE

DATE:
TO:
RE:               REQUEST FOR RELEASE OF DOCUMENTS

In connection with the  administration of the pool of Mortgage Loans held by you
for the  referenced  pool,  we request  the  release of the  Mortgage  Loan File
described below.

Pooling and Servicing Agreement, Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one)         Mortgage Loan Prepaid in Full
                                                  Mortgage Loan Repurchased

"We hereby  certify  that all amounts  received or to be received in  connection
with such  payments  which are required to be deposited  have been or will be so
deposited as provided in the Pooling and Servicing Agreement."

------------------------------
Residential Funding Corporation
Authorized Signature
****************************************************************
TO  CUSTODIAN/TRUSTEE:  Please acknowledge this request, and check off documents
being  enclosed  with a copy of this form.  You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.

 Enclosed Documents:          [ ] Promissory Note
                              [ ] Primary Insurance Policy
                              [ ] Mortgage or Deed of Trust
                              [ ] Assignment(s) of Mortgage or Deed of Trust
                              [ ] Title Insurance Policy
                              [ ] Other: ________________________
---------------------------
Name
---------------------------
Title
---------------------------
Date

                                                       E-16

<PAGE>





                                   EXHIBIT F-1

                              GROUP I LOAN SCHEDULE

                           TO BE PROVIDED UPON REQUEST

  RUN ON     : 12/24/02           RFC DISCLOSURE SYSTEM       RFFSDFIX-01
  AT         : 08.56.17           FIXED PASSTHRU REPORT       AMORTIZED BALANCE
  SERIES     : RAMP 2002-RM1  15 YR                           CUTOFF : 12/01/02
  POOL       : 0004649
             :
             :
  POOL STATUS: F

    RFC LOAN NUMBER                      SUB SERV FEE
    PRINCIPAL BALANCE                    MSTR SERV FEE
    CURR NOTE RATE                       ALL EXP
    RFC NET RATE                         MISC EXP
    NET MTG RATE(INVSTR RATE)            SPREAD
    POST STRIP RATE                      STRIP
  --------------------------------------------------------------------------

      4690171                              .5000
       20,522.10                          .0300
            7.9900                         .0000
            7.4900                         .0000
            7.4600                         .0000
            5.5000                        1.9600

      4690177                              .5000
       15,150.33                          .0300
            9.9900                         .0000
            9.4900                         .0000
            9.4600                         .0000
            5.5000                        3.9600

      4690284                              .5000
       30,640.24                          .0300
            9.4000                         .0000
            8.9000                         .0000
            8.8700                         .0000
            5.5000                        3.3700

      4690290                              .5000
       29,689.54                          .0300
           11.4000                         .0000
           10.9000                         .0000
           10.8700                         .0000
            5.5000                        5.3700

      6092638                              .2500
       49,625.87                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            5.5000                         .9700

      6911459                              .2500
      373,070.92                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.5000                         .7200
1



      7086777                              .2500
    1,243,059.18                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            5.5000                         .8450

      7088158                              .2500
       28,264.02                          .0300
            8.2500                         .0000
            8.0000                         .0000
            7.9700                         .0000
            5.5000                        2.4700

      7088224                              .2500
       29,425.02                          .0300
            8.0000                         .0000
            7.7500                         .0000
            7.7200                         .0000
            5.5000                        2.2200

      7088536                              .2500
        9,097.44                          .0300
           10.5000                         .0000
           10.2500                         .0000
           10.2200                         .0000
            5.5000                        4.7200

      7088952                              .2500
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      8226427                              .2500
      561,104.71                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200

      8226429                              .2500
      402,610.82                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200

      8226433                              .2500
      337,796.61                          .0300
            5.6250                         .0000
            5.3750                         .0000
            5.3450                         .0000
            5.3450                         .0000

      8226437                              .2500
      754,704.53                          .0300
            5.8750                         .0000
            5.6250                         .0000
            5.5950                         .0000
            5.5000                         .0950

      8226439                              .2500
      489,564.93                          .0300
            5.8750                         .0000
            5.6250                         .0000
            5.5950                         .0000
            5.5000                         .0950

      8226441                              .2500
      465,181.50                          .0300
            5.6250                         .0000
            5.3750                         .0000
            5.3450                         .0000
            5.3450                         .0000

      8226443                              .2500
      376,101.77                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.5000                         .3450
1



      8226445                              .2500
       64,556.59                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.5000                         .3450

      8226447                              .2500
      158,729.68                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.5000                         .3450

      8226449                              .2500
      498,298.95                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.5000                         .3450

      8226453                              .2500
      923,588.27                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200

      8226455                              .2500
      670,245.91                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.5000                         .5950

      8226459                              .2500
      324,010.73                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200

      8226463                              .2500
      790,588.32                          .0300
            5.7500                         .0000
            5.5000                         .0000
            5.4700                         .0000
            5.4700                         .0000

      8226491                              .2500
      360,391.50                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200
1



      8226493                              .2500
      372,002.65                          .0300
            5.8750                         .0000
            5.6250                         .0000
            5.5950                         .0000
            5.5000                         .0950

      8226495                              .2500
      475,060.83                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200

      8226497                              .2500
      378,679.37                          .0300
            5.8750                         .0000
            5.6250                         .0000
            5.5950                         .0000
            5.5000                         .0950

      8226501                              .2500
      473,413.46                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200

      8226503                              .2500
      475,957.74                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200

      8226507                              .2500
      484,882.62                          .0300
            5.6250                         .0000
            5.3750                         .0000
            5.3450                         .0000
            5.3450                         .0000

      8226509                              .2500
       57,380.26                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            5.5000                         .8450

      8226511                              .2500
      481,138.46                          .0300
            5.6250                         .0000
            5.3750                         .0000
            5.3450                         .0000
            5.3450                         .0000
1



      8226515                              .2500
      314,245.76                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      8226517                              .2500
      578,980.60                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200

      8226519                              .2500
      694,429.14                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200

      8226521                              .2500
      713,245.44                          .0300
            5.8750                         .0000
            5.6250                         .0000
            5.5950                         .0000
            5.5000                         .0950

      8226523                              .2500
      358,286.06                          .0300
            5.8750                         .0000
            5.6250                         .0000
            5.5950                         .0000
            5.5000                         .0950

      8226527                              .2500
      498,262.33                          .0300
            5.8750                         .0000
            5.6250                         .0000
            5.5950                         .0000
            5.5000                         .0950

      8226531                              .2500
      424,184.83                          .0300
            5.7500                         .0000
            5.5000                         .0000
            5.4700                         .0000
            5.4700                         .0000

      8226533                              .2500
      438,587.54                          .0300
            5.6250                         .0000
            5.3750                         .0000
            5.3450                         .0000
            5.3450                         .0000
1



      8226535                              .2500
      482,780.11                          .0300
            5.6250                         .0000
            5.3750                         .0000
            5.3450                         .0000
            5.3450                         .0000

      8226539                              .2500
      463,078.51                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      8226541                              .2500
      807,017.09                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.5000                         .5950

      8226543                              .2500
      417,073.55                          .0300
            5.8750                         .0000
            5.6250                         .0000
            5.5950                         .0000
            5.5000                         .0950

      8226545                              .2500
      383,647.71                          .0300
            5.7500                         .0000
            5.5000                         .0000
            5.4700                         .0000
            5.4700                         .0000

      8226547                              .2500
      436,934.19                          .0300
            5.8750                         .0000
            5.6250                         .0000
            5.5950                         .0000
            5.5000                         .0950

      8226549                              .2500
      538,103.28                          .0300
            5.7500                         .0000
            5.5000                         .0000
            5.4700                         .0000
            5.4700                         .0000

      8226551                              .2500
      384,360.06                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.5000                         .3450
1



      8226553                              .2500
      378,693.34                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200

      8226555                              .2500
      617,868.08                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200

      8226557                              .2500
      859,596.91                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.5000                         .4700

      8226559                              .2500
      473,331.59                          .0300
            5.7500                         .0000
            5.5000                         .0000
            5.4700                         .0000
            5.4700                         .0000

      8226561                              .2500
      477,634.26                          .0300
            5.8750                         .0000
            5.6250                         .0000
            5.5950                         .0000
            5.5000                         .0950

      8226563                              .2500
      329,946.49                          .0300
            5.7500                         .0000
            5.5000                         .0000
            5.4700                         .0000
            5.4700                         .0000

      8226565                              .2500
      482,684.74                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.5000                         .3450

      8226569                              .2500
      448,452.64                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200
1



      8226573                              .2500
      522,178.91                          .0300
            5.8750                         .0000
            5.6250                         .0000
            5.5950                         .0000
            5.5000                         .0950

      8253999                              .2500
      324,488.45                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.5000                         .3450

      8254013                              .2500
      175,039.98                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.5000                         .2200

      8254029                              .2500
      383,647.71                          .0300
            5.7500                         .0000
            5.5000                         .0000
            5.4700                         .0000
            5.4700                         .0000

      8254047                              .2500
      378,644.91                          .0300
            5.7500                         .0000
            5.5000                         .0000
            5.4700                         .0000
            5.4700                         .0000

  TOTAL NUMBER OF LOANS:      451
  TOTAL BALANCE........:        209,389,729.32


  RUN ON     : 12/24/02            RFC DISCLOSURE SYSTEM      RFFSDFIX-01
  AT         : 08.56.17            INITIAL SECURITY FEES      AMORTIZED BALANCE
  SERIES     : RAMP 2002-RM1 15 YR  FIXED SUMMARY REPORT      CUTOFF : 12/01/02
  POOL       : 0004649
             :
             :
  POOL STATUS: F

                                   WEIGHTED AVERAGES      FROM         TO
  ----------------------------------------------------------------------------
  CURR NOTE RATE                        6.0148            5.2500     11.4000
  RFC NET RATE                          5.7634            5.0000     10.9000
  NET MTG RATE(INVSTR RATE)             5.7334            4.9700     10.8700
  POST STRIP RATE                       5.4778            4.9700      5.5000
  SUB SERV FEE                           .2514             .2500       .8500
  MSTR SERV FEE                          .0300             .0300        .0300
  ALL EXP                                .0000             .0000       .0000
  MISC EXP                               .0000             .0000       .0000
  SPREAD                                 .0000             .0000       .0000
  STRIP                                  .2556             .0000      5.3700







  TOTAL NUMBER OF LOANS:   451
  TOTAL BALANCE........:     209,389,729.32


                             ***************************
                             *      END OF REPORT      *
                             ***************************
  RUN ON     : 12/24/02           RFC DISCLOSURE SYSTEM       RFFSD177-01
  AT         : 08.56.17          FIXED RATE LOAN LISTING      AMORTIZED BALANCE
  SERIES     : RAMP 2002-RM1 15 YR                            CUTOFF : 12/01/02
  POOL       : 0004649
             :
             :
  POOL STATUS: F

  RFC LOAN #     S/S CODE          PMT TYPE      ORIGINAL BAL     LOAN FEATURE
                                   ORIG TERM     PRINCIPAL BAL    # OF UNITS
  ORIG RATE                                      ORIGINAL P+I     LTV
  CURR NET                                       CURRENT P+I
  CITY           STATE  ZIP        LOAN PURP     NOTE DATE        MI CO CODE
  SERVICER LOAN #                  PROP TYPE     1ST PMT DATE     MI CVG
  SELLER LOAN #                    OCCP CODE     MATURITY DATE
  INVESTOR LOAN #
  ______________________________________________________________________________


    4690171          W29/M32             F           30,000.00         ZZ
                                         120         20,522.10          1
                                       7.990            363.82         47
                                       7.490            363.82
    ROCKY FACE       GA   30740          5            11/18/98         00
    307361153                            05           12/24/98          0
    0000088727                           O            11/24/08
    0


    4690177          W29/M32             F           22,000.00         ZZ
                                         120         15,150.33          1
                                       9.990            290.61         59
                                       9.490            290.61
    HOMERVILLE       GA   31634          5            12/09/98         00
    307361972                            05           01/13/99          0
    0000089185                           O            12/13/08
    0


    4690284          W29/M32             F           38,250.00         ZZ
                                         180         30,640.24          1
                                       9.400            397.12         85
                                       8.900            397.12
    PLAQUEMINE       LA   70764          5            11/05/97         00
    307362002                            05           12/10/97          0
    0000531087                           O            11/10/12
    0


    4690290          W29/M32             F           36,000.00         ZZ
                                         180         29,689.54          1
                                      11.400            418.27        100
                                      10.900            418.27
    ATLANTA          GA   30316          5            11/26/97         00
    307361782                            05           01/02/98          0
1


    0000531773                           O            12/02/12
    0


    6092638          S66/Y15             F           60,000.00         ZZ
                                         180         49,625.87          1
                                       6.750            530.95         75
                                       6.500            530.95
    ATMORE           AL   36502          2            12/14/98         00
    10392421                             05           02/01/99          0
    0050442312                           O            01/01/14
    0


    6911459          005/Y15             F          387,500.00         ZZ
                                         180        373,070.92          1
                                       6.500          3,375.55         71
                                       6.250          3,375.55
    METAIRIE         LA   70005          2            12/07/01         00
    10408078                             05           02/01/02          0
    003011393661                         O            01/01/17
    0


    7086777          X76/X76             F        1,300,000.00         ZZ
                                         180      1,243,059.18          1
                                       6.625         11,413.92         48
                                       6.375         11,413.92
    LA SELVA BEACH   CA   95076          5            10/25/01         00
    4440094565                           05           12/01/01          0
    4440094565                           O            11/01/16
    0


    7088158          B86/T77             F           35,000.00         ZZ
                                         180         28,264.02          2
                                       8.250            339.55         64
                                       8.000            339.55
    ANDREWS          SC   29510          5            03/09/98         00
    6000446150                           05           05/01/98          0
    6000446150                           O            04/01/13
    0


    7088224          B86/T77             F           38,000.00         ZZ
                                         180         29,425.02          2
                                       8.000            363.15         61
                                       7.750            363.15
    COLUMBIA         SC   29201          1            08/03/98         00
    6000473394                           05           10/01/98          0
    6000473394                           O            09/01/13
    0


1


    7088536          B86/M32             F           45,000.00         ZZ
                                         180          9,097.44          1
                                      10.500            497.43         67
                                      10.250            497.43
    EASLEY           SC   29640          2            07/24/89         00
    270000107                            05           09/01/89          0
    6000566247                           O            08/01/04
    0


    7088952          B86/M32             F          700,000.00         ZZ
                                         144        546,364.07          1
                                       6.750          7,105.72         70
                                       6.500          7,105.72
    EASTOVER         SC   29044          5            03/31/99         00
    270000187                            05           06/01/99          0
    6000703626                           O            05/01/11
    0


    7088962          B86/T77             F           50,000.00         ZZ
                                         180         42,516.74          1
                                       7.000            449.42         68
                                       6.750            449.42
    COLUMBIA         SC   29204          5            04/28/99         00
    6000708369                           01           07/01/99          0
    6000708369                           O            06/01/14
    0


    7089076          B86/M32             F           49,600.00         T
                                         180         44,694.94          1
                                       8.500            488.44         80
                                       8.250            488.44
    LITTLE RIVE      SC   29566          1            03/07/00         00
    270000212                            01           05/01/00          0
    6000816220                           O            04/01/15
    0


    7089140          B86/M32             F          199,879.67         T
                                         173        183,672.40          2
                                       6.750          1,810.31         79
                                       6.500          1,810.31
    ISLE OF PALMS    SC   29451          1            02/01/01         00
    270000229                            05           03/01/01          0
    6000829496                           O            07/01/15
    0


    7089246          B86/T77             F           48,425.00         ZZ
                                         180         44,989.12          1
                                       6.625            425.17         94
                                       6.375            425.17
1


    WEST COLUMBIA    SC   29172          1            05/17/01         00
    6000849635                           05           07/01/01          0
    6000849635                           O            06/01/16
    0


    7089422          B86/T77             F          325,000.00         ZZ
                                         180        301,598.28          1
                                       7.375          2,989.76         56
                                       7.125          2,989.76
    GEORGETOWN       SC   29440          5            07/02/01         00
    6000874211                           05           09/01/01          0
    6000874211                           O            08/01/16
    0


    7089472          B86/T77             F          205,000.00         ZZ
                                         180        193,819.16          1
                                       7.375          1,885.85         75
                                       7.125          1,885.85
    HARDEEVILLE      SC   29927          5            06/07/01         00
    6000877701                           05           08/01/01          0
    6000877701                           O            07/01/16
    0


    7089476          B86/M32             F          198,000.00         ZZ
                                         180        179,393.64          1
                                       6.625          1,738.43         80
                                       6.375          1,738.43
    FLORENCE         SC   29501          2            07/25/01         00
    270000303                            05           09/01/01          0
    6000877818                           O            08/01/16
    0


    7089500          B86/M32             F           50,000.00         ZZ
                                         180         47,543.68          1
                                       7.875            474.23         80
                                       7.625            474.23
    SWANSEA          SC   29160          1            07/20/01         00
    270000313                            05           09/01/01          0
    6000880093                           N            08/01/16
    0


    7089514          B86/M32             F           33,400.00         ZZ
                                         180         31,719.55          1
                                       6.750            295.56         75
                                       6.500            295.56
    MCCOLL           SC   29570          2            08/27/01         00
    270000316                            05           10/01/01          0
    6000880853                           O            09/01/16
    0
1




    7089548          B86/T77             F           25,500.00         ZZ
                                         120         23,239.67          1
                                       7.375            301.03         75
                                       7.125            301.03
    ROCK HILL        SC   29730          5            08/24/01         00
    6000883279                           05           10/01/01          0
    6000883279                           O            09/01/11
    0


    7089580          B86/T77             F          329,000.00         ZZ
                                         180        309,465.51          1
                                       7.875          3,120.41         78
                                       7.625          3,120.41
    GREENVILLE       SC   29615          2            09/11/01         00
    6000885019                           03           11/01/01          0
    6000885019                           O            10/01/16
    0


    7352421          B86/M32             F          175,000.00         ZZ
                                         180        169,537.81          1
                                       6.875          1,560.75         75
                                       6.625          1,560.75
    HUBERT           NC   28539          5            02/07/02         00
    270000346                            05           04/01/02          0
    6000896123                           O            03/01/17
    0


    7367039          B86/M32             F           62,750.00         ZZ
                                         180         60,343.92          1
                                       6.500            546.62         79
                                       6.250            546.62
    GRAY CT          SC   29645          5            12/07/01         00
    270000343                            05           02/01/02          0
    6000893229                           O            01/01/17
    0


    7367043          B86/T77             F           58,200.00         ZZ
                                         180         56,334.31          1
                                       7.125            527.20         71
                                       6.875            527.20
    JOHNSONVILLE     SC   29555          2            12/31/01         00
    6000899846                           05           03/01/02          0
    6000899846                           O            02/01/17
    0


    7367047          B86/M32             F          162,850.00         ZZ
                                         180        157,629.75          1
1


                                       7.125          1,475.15         97
                                       6.875          1,475.15
    GREENWOOD        SC   29649          1            01/07/02         19
    270000351                            03           03/01/02         35
    6000902095                           O            02/01/17
    0


    7384237          B86/M32             F          486,900.00         ZZ
                                         180        445,425.81          1
                                       8.000          4,653.08        100
                                       7.150          4,653.08
    SIMPSONVILLE     SC   29681          1            08/29/00         24
    270000240                            05           10/01/00         20
    6000836715                           O            09/01/15
    0


    7693186          X68/H74             F          548,000.00         ZZ
                                         180        527,783.40          1
                                       7.250          5,002.49         80
                                       7.000          5,002.49
    SENECA           SC   29672          2            11/29/01         00
    0010406999                           05           02/01/02          0
    W1110087                             O            01/01/17
    0


    7704515          005/H74             F          480,000.00         ZZ
                                         180        463,961.78          1
                                       6.625          4,214.38         64
                                       6.375          4,214.38
    MOBILE           AL   36605          2            01/16/02         00
    0010410140                           05           03/01/02          0
    3011418872                           O            02/01/17
    0


    7919621          005/E72             F          994,950.00         ZZ
                                         180        975,015.09          1
                                       6.500          8,667.09         76
                                       6.250          8,667.09
    SEMINOLE         FL   33776          4            06/07/02         00
    260000001                            05           07/01/02          0
    3011099615                           O            06/01/17
    0


    8055615          X32/X32             F          424,000.00         ZZ
                                         180        419,696.25          1
                                       6.250          3,635.47         76
                                       6.000          3,635.47
    SHAKER HEIGHTS   OH   44122          2            09/04/02         00
    0190146316                           05           10/01/02          0
1


    0190146316                           O            09/01/17
    0


    8074627          H93/M32             F          348,000.00         ZZ
                                         167        286,640.40          1
                                       7.125          3,290.66         80
                                       6.875          3,290.66
    JACKSONVILLE     FL   32226          2            04/02/99         00
    270000364                            05           05/01/99          0
    0001075704                           O            03/01/13
    0


    8074629          H93/M32             F          370,400.00         ZZ
                                         180        294,877.15          1
                                       7.000          3,329.26         80
                                       6.750          3,329.26
    LONGBOAT KEY     FL   34228          1            04/17/98         00
    270000365                            01           06/01/98          0
    0001080233                           O            05/01/13
    0


    8074633          H93/M32             F          315,000.00         ZZ
                                         180        252,633.57          1
                                       7.125          2,853.37         38
                                       6.875          2,853.37
    BRADENTON        FL   34209          2            05/26/98         00
    270000367                            05           07/01/98          0
    0001080928                           O            06/01/13
    0


    8144781          F28/M32             F          500,000.00         ZZ
                                         180        494,736.35          1
                                       6.250          4,287.11         44
                                       6.000          4,287.11
    PELHAM MANOR     NY   10803          5            08/27/02         00
    TO BE ASSIGNED                       05           10/01/02          0
    0001934453                           O            09/01/17
    0


    8144791          F28/M32             F          392,000.00         ZZ
                                         180        383,979.60          1
                                       6.250          3,361.10         34
                                       6.000          3,361.10
    NAPLES           FL   34103          2            05/23/02         00
    TO BE ASSIGNED                       06           07/01/02          0
    0002192985                           O            06/01/17
    0


1


    8144845          F28/M32             F          650,000.00         ZZ
                                         180        643,189.83          1
                                       5.875          5,441.27         34
                                       5.625          5,441.27
    SARATOGA         CA   95070          2            08/21/02         00
                                         05           10/01/02          0
    0003168405                           O            09/01/17
    0


    8144851          F28/M32             F          382,000.00         ZZ
                                         180        377,071.03          1
                                       6.125          3,249.39         62
                                       5.875          3,249.39
    NESHANIC STATIO  NJ   08853          2            08/29/02         00
                                         05           10/01/02          0
    0003173884                           O            09/01/17
    0


    8144855          F28/M32             F          475,000.00         ZZ
                                         180        468,348.17          1
                                       5.875          3,976.31         56
                                       5.625          3,976.31
    COLORADO SPRING  CO   80906          5            07/29/02         00
                                         05           09/01/02          0
    0003175939                           O            08/01/17
    0


    8144863          F28/M32             F          890,000.00         ZZ
                                         180        883,798.74          1
                                       5.875          7,450.35         59
                                       5.625          7,450.35
    BLOOMFIELD HILL  MI   48302          2            09/04/02         00
                                         05           11/01/02          0
    0003180665                           O            10/01/17
    0


    8144867          F28/M32             F          620,000.00         ZZ
                                         180        613,773.21          1
                                       6.375          5,358.36         46
                                       6.125          5,358.36
    NEWPORT BEACH    CA   92660          2            08/29/02         00
                                         05           10/01/02          0
    0003184170                           O            09/01/17
    0


    8144889          F28/M32             F          415,000.00         ZZ
                                         180        410,148.92          1
                                       5.875          3,474.04         58
                                       5.625          3,474.04
1


    WILTON           CT   06897          2            08/20/02         00
                                         05           10/01/02          0
    0003228581                           O            09/01/17
    0


    8144897          F28/M32             F          390,300.00         ZZ
                                         180        387,637.56          1
                                       6.125          3,319.99         75
                                       5.875          3,319.99
    ST CHARLES       IL   60174          2            09/04/02         00
                                         05           11/01/02          0
    0003242406                           O            10/01/17
    0


    8144905          F28/M32             F          400,000.00         ZZ
                                         180        397,123.41          1
                                       5.500          3,268.34         68
                                       5.250          3,268.34
    HINGHAM          MA   02043          5            09/09/02         00
                                         05           11/01/02          0
    0003248050                           O            10/01/17
    0


    8144935          F28/M32             F          640,000.00         ZZ
                                         180        635,634.22          1
                                       6.125          5,444.00         47
                                       5.875          5,444.00
    WEST BARNSTABLE  MA   02668          5            09/06/02         00
                                         05           11/01/02          0
    0003286589                           O            10/01/17
    0


    8144947          F28/M32             F          374,450.00         ZZ
                                         180        370,649.20          1
                                       6.250          3,210.62         66
                                       6.000          3,210.62
    LOS ANGELES      CA   90008          2            07/23/02         00
                                         05           10/01/02          0
    0003303481                           O            09/01/17
    0


    8144973          F28/M32             F          405,000.00         ZZ
                                         180        402,207.79          1
                                       6.000          3,417.62         35
                                       5.750          3,417.62
    LA JOLLA         CA   92037          2            09/01/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0003317440                           O            10/01/17
    0
1




    8144981          F28/M32             F          350,000.00         ZZ
                                         180        346,371.41          1
                                       6.000          2,953.50         62
                                       5.750          2,953.50
    HOPKINS          MN   55343          5            08/19/02         00
                                         05           10/01/02          0
    0003322000                           O            09/01/17
    0


    8144993          F28/M32             F          433,550.00         ZZ
                                         180        430,497.06          1
                                       5.750          3,600.25         46
                                       5.500          3,600.25
    HOUSTON          TX   77024          2            09/09/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0003325419                           O            10/01/17
    0


    8145003          F28/M32             F          435,000.00         ZZ
                                         180        430,490.18          1
                                       6.000          3,670.78         44
                                       5.750          3,670.78
    BLOOMFIELD HILL  MI   48301          2            08/23/02         00
                                         05           10/01/02          0
    0003325981                           O            09/01/17
    0


    8145007          F28/M32             F          522,000.00         ZZ
                                         180        515,521.10          1
                                       5.875          4,369.76         38
                                       5.625          4,369.76
    CALABASAS        CA   91302          2            08/20/02         00
                                         03           10/01/02          0
    0003327126                           O            09/01/17
    0


    8145009          F28/M32             F          382,000.00         ZZ
                                         180        377,997.70          1
                                       5.875          3,197.80         73
                                       5.625          3,197.80
    BUFFALO GROVE    IL   60089          2            08/19/02         00
                                         05           10/01/02          0
    0003327407                           O            09/01/17
    0


    8145063          F28/M32             F          441,000.00         ZZ
                                         180        436,523.68          1
1


                                       6.250          3,781.23         74
                                       6.000          3,781.23
    MISSION VIEJO    CA   92692          2            08/29/02         00
                                         05           10/01/02          0
    0003355699                           O            09/01/17
    0


    8145103          F28/M32             F          500,000.00         ZZ
                                         180        496,479.13          1
                                       5.750          4,152.05         60
                                       5.500          4,152.05
    SEATTLE          WA   98133          1            09/09/02         00
                                         05           11/01/02          0
    0003375232                           O            10/01/17
    0


    8145125          F28/M32             F          311,750.00         ZZ
                                         180        309,554.74          1
                                       5.750          2,588.81         54
                                       5.500          2,588.81
    AUSTIN           TX   78750          2            09/11/02         00
                                         05           11/01/02          0
    0003393712                           O            10/01/17
    0


    8145127          F28/M32             F          579,000.00         ZZ
                                         180        574,922.87          1
                                       5.750          4,808.07         70
                                       5.500          4,808.07
    CONCORD          MA   01742          5            09/05/02         00
                                         05           11/01/02          0
    0003394322                           O            10/01/17
    0


    8145129          F28/M32             F          320,000.00         ZZ
                                         180        317,817.11          1
                                       6.125          2,722.00         78
                                       5.875          2,722.00
    PHEONIX          AZ   85020          2            09/05/02         00
                                         05           11/01/02          0
    0003397097                           O            10/01/17
    0


    8145135          F28/M32             F          600,000.00         ZZ
                                         180        595,863.39          1
                                       6.000          5,063.14         62
                                       5.750          5,063.14
    OCONOMOWOC       WI   53066          5            08/30/02         00
                                         05           11/01/02          0
1


    0003402737                           O            10/01/17
    0


    8145139          F28/M32             F          450,000.00         ZZ
                                         180        446,864.52          1
                                       5.875          3,767.04         30
                                       5.625          3,767.04
    RALEIGH          NC   27608          2            09/05/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0003406946                           O            10/01/17
    0


    8145141          F28/M32             F          365,000.00         ZZ
                                         180        362,536.49          1
                                       6.250          3,129.59         53
                                       6.000          3,129.59
    SAN RAMON        CA   94583          2            09/01/02         00
                                         05           11/01/02          0
    0003407250                           O            10/01/17
    0


    8145145          F28/M32             F          500,000.00         ZZ
                                         180        496,661.14          1
                                       6.375          4,321.25         66
                                       6.125          4,321.25
    NEW CASTLE       NH   03854          2            09/05/02         00
                                         05           11/01/02          0
    0003407565                           O            10/01/17
    0


    8145149          F28/M32             F          341,150.00         ZZ
                                         180        338,772.96          1
                                       5.875          2,855.83         64
                                       5.625          2,855.83
    HOUSTON          TX   77068          2            09/05/02         00
                                         05           11/01/02          0
    0003419337                           O            10/01/17
    0


    8145153          F28/M32             F          386,000.00         ZZ
                                         180        381,998.18          1
                                       6.000          3,257.29         43
                                       5.750          3,257.29
    UPPERVILLE       VA   20184          2            08/26/02         00
                                         05           10/01/02          0
    0003422562                           O            09/01/17
    0


1


    8145163          F28/M32             F          500,000.00         ZZ
                                         180        496,516.15          1
                                       5.875          4,185.59         69
                                       5.625          4,185.59
    UNIVERSITY PLAC  WA   98466          5            09/09/02         00
                                         05           11/01/02          0
    0003572309                           O            10/01/17
    0


    8145179          F28/M32             F          500,000.00         ZZ
                                         180        496,731.90          1
                                       6.625          4,389.97         73
                                       6.375          4,389.97
    EAST BRADFORD T  PA   19382          5            09/11/02         00
                                         05           11/01/02          0
    0003608099                           O            10/01/17
    0


    8145193          F28/M32             F          350,000.00         ZZ
                                         180        347,586.98          1
                                       6.000          2,953.50         61
                                       5.750          2,953.50
    BROOKLINE        MA   02445          2            09/12/02         00
    TO BE ASSIGNED                       01           11/01/02          0
    0003676799                           O            10/01/17
    0


    8145219          F28/M32             F          400,300.00         ZZ
                                         180        397,510.81          1
                                       5.875          3,350.99         55
                                       5.625          3,350.99
    GREENSBORO       NC   27455          2            09/06/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0003429237                           O            10/01/17
    0


    8145225          F28/M32             F          370,000.00         ZZ
                                         180        367,421.94          1
                                       5.875          3,097.34         52
                                       5.625          3,097.34
    CINCINNATI       OH   45243          2            09/04/02         00
                                         05           11/01/02          0
    0003430458                           O            10/01/17
    0


    8145229          F28/M32             F          340,000.00         ZZ
                                         180        337,705.22          1
                                       6.250          2,915.24         22
                                       6.000          2,915.24
1


    WOODSIDE         CA   94062          2            09/06/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0003433427                           O            10/01/17
    0


    8145231          F28/M32             F          482,000.00         ZZ
                                         180        478,746.83          1
                                       6.250          4,132.78         63
                                       6.000          4,132.78
    SANTA ANA        CA   92705          2            09/10/02         00
                                         05           11/01/02          0
    0003435988                           O            10/01/17
    0


    8145255          F28/M32             F          500,000.00         ZZ
                                         180        490,534.74          1
                                       5.875          4,185.59         35
                                       5.625          4,185.59
    WILMINGTON       NC   28409          2            08/30/02         00
                                         05           10/01/02          0
    0003455457                           O            09/01/17
    0


    8145283          F28/M32             F          485,000.00         ZZ
                                         180        481,761.32          1
                                       6.375          4,191.61         75
                                       6.125          4,191.61
    SOUTH LYON       MI   48178          5            09/06/02         00
                                         05           11/01/02          0
    0003474645                           O            10/01/17
    0


    8145287          F28/M32             F          408,000.00         ZZ
                                         180        405,216.82          1
                                       6.125          3,470.55         68
                                       5.875          3,470.55
    ALEXANDRIA       VA   22315          5            09/11/02         00
                                         05           11/01/02          0
    0003475778                           O            10/01/17
    0


    8145347          F28/M32             F          410,000.00         ZZ
                                         180        407,082.32          1
                                       5.625          3,377.30         48
                                       5.375          3,377.30
    NEWTON           MA   02459          5            09/06/02         00
                                         05           11/01/02          0
    0003480121                           O            10/01/17
    0
1




    8145413          F28/M32             F          321,000.00         ZZ
                                         180        318,739.61          1
                                       5.750          2,665.62         44
                                       5.500          2,665.62
    CAMBRIDGE        MA   02140          2            09/06/02         00
    TO BE ASSIGNED                       01           11/01/02          0
    0003499273                           O            10/01/17
    0


    8145419          F28/M32             F          317,150.00         ZZ
                                         180        314,963.45          1
                                       6.000          2,676.30         46
                                       5.750          2,676.30
    HOUSTON          TX   77024          2            09/09/02         00
                                         05           11/01/02          0
    0003499644                           O            10/01/17
    0


    8145427          F28/M32             F          453,000.00         ZZ
                                         180        449,810.11          1
                                       5.750          3,761.76         70
                                       5.500          3,761.76
    DOWNEY           CA   90242          5            09/06/02         00
                                         05           11/01/02          0
    0003500318                           O            10/01/17
    0


    8145431          F28/M32             F          360,650.00         ZZ
                                         180        358,083.52          1
                                       5.625          2,970.79         32
                                       5.375          2,970.79
    TAMPA            FL   33602          2            09/11/02         00
                                         09           11/01/02          0
    0003500690                           O            10/01/17
    0


    8145441          F28/M32             F          521,750.00         ZZ
                                         180        518,152.87          1
                                       6.000          4,402.83         46
                                       5.750          4,402.83
    SEATTLE          WA   98109          5            09/03/02         00
                                         05           11/01/02          0
    0003503916                           O            10/01/17
    0


    8145461          F28/M32             F          438,600.00         ZZ
                                         180        435,543.96          1
1


                                       5.875          3,671.60         65
                                       5.625          3,671.60
    RICHMOND         VA   23233          5            08/30/02         00
                                         05           11/01/02          0
    0003508950                           O            10/01/17
    0


    8145485          F28/M32             F          368,000.00         ZZ
                                         180        363,881.18          1
                                       5.875          3,080.60         80
                                       5.625          3,080.60
    SCOTTSDALE       AZ   85250          1            08/28/02         00
                                         03           10/01/02          0
    0003517985                           O            09/01/17
    0


    8145491          F28/M32             F          379,500.00         ZZ
                                         180        376,855.75          1
                                       5.875          3,176.86         75
                                       5.625          3,176.86
    CHAPEL HILL      NC   27516          5            09/12/02         00
                                         05           11/01/02          0
    0003519353                           O            10/01/17
    0


    8145505          F28/M32             F          386,000.00         ZZ
                                         180        383,310.45          1
                                       5.875          3,231.28         56
                                       5.625          3,231.28
    EVERGREEN        CO   80439          2            09/12/02         00
                                         05           11/01/02          0
    0003552352                           O            10/01/17
    0


    8145515          F28/M32             F          362,000.00         ZZ
                                         180        359,477.68          1
                                       5.875          3,030.37         78
                                       5.625          3,030.37
    CHESTERFIELD     MO   63017          2            09/18/02         00
                                         05           11/01/02          0
    0003561593                           O            10/01/17
    0


    8145521          F28/M32             F          550,000.00         T
                                         180        540,448.86          1
                                       6.000          4,641.22         76
                                       5.750          4,641.22
    PINE KNOLL SHOR  NC   28512          1            06/28/02         00
    TO BE ASSIGNED                       05           08/01/02          0
1


    0003047478                           O            07/01/17
    0


    8145523          F28/M32             F          535,450.00         ZZ
                                         180        528,107.45          1
                                       6.125          4,554.67         51
                                       5.875          4,554.67
    LAFAYETTE        CA   94549          2            07/02/02         00
                                         05           09/01/02          0
    0003085296                           O            08/01/17
    0


    8145527          F28/M32             F          420,000.00         ZZ
                                         180        414,397.11          1
                                       6.375          3,629.85         56
                                       6.125          3,629.85
    PALO ALTO        CA   94306          2            08/22/02         00
                                         05           10/01/02          0
    0003099048                           O            09/01/17
    0


    8145529          F28/M32             F          316,750.00         ZZ
                                         180        314,634.83          1
                                       6.375          2,737.51         54
                                       6.125          2,737.51
    MISSION VIEJO    CA   92692          2            09/04/02         00
                                         03           11/01/02          0
    0003264400                           O            10/01/17
    0


    8145535          F28/M32             F          530,000.00         ZZ
                                         180        526,384.60          1
                                       6.125          4,508.31         37
                                       5.875          4,508.31
    KENILWORTH       IL   60043          2            09/06/02         00
                                         05           11/01/02          0
    0003360018                           O            10/01/17
    0


    8145537          F28/M32             F          537,500.00         T
                                         180        531,927.54          1
                                       6.000          4,535.73         54
                                       5.750          4,535.73
    WILMINGTON       NC   28411          2            09/04/02         00
    TO BE ASSIGNED                       05           10/01/02          0
    0003361404                           O            09/01/17
    0


1


    8145539          F28/M32             F          365,000.00         ZZ
                                         180        362,429.78          1
                                       5.750          3,031.00         59
                                       5.500          3,031.00
    MENDHAM          NJ   07945          2            09/05/02         00
                                         05           11/01/02          0
    0003369898                           O            10/01/17
    0


    8145681          F28/M32             F          384,000.00         ZZ
                                         180        381,324.39          1
                                       5.875          3,214.54         80
                                       5.625          3,214.54
    PORTLAND         ME   04102          1            09/24/02         00
                                         05           11/01/02          0
    0003259495                           O            10/01/17
    0


    8218979          X32/X32             F          970,000.00         ZZ
                                         180        970,000.00          1
                                       6.125          8,251.06         49
                                       5.875          8,251.06
    ROCKY RIVER      OH   44116          5            10/31/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0190178921                           O            12/01/17
    0


    8225621          074/074             F          386,000.00         ZZ
                                         180        383,366.90          1
                                       6.125          3,283.41         23
                                       5.875          3,283.41
    MALIBU           CA   90265          5            09/13/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1230113670                           O            10/01/17
    0


    8225625          074/074             F          650,000.00         ZZ
                                         180        639,457.06          1
                                       6.125          5,529.06         55
                                       5.875          5,529.06
    LOS ANGELES      CA   90049          2            09/13/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1230117976                           O            10/01/17
    0


    8225627          074/074             F          495,000.00         ZZ
                                         180        493,315.97          1
                                       6.125          4,210.59         55
                                       5.875          4,210.59
1


    BEVERLY HILLS    CA   90210          2            09/30/02         00
    TO BE ASSIGNED                       01           12/01/02          0
    1230120187                           O            11/01/17
    0


    8225629          074/074             F          648,000.00         ZZ
                                         180        643,532.48          1
                                       6.000          5,468.19         49
                                       5.750          5,468.19
    ENCINO           CA   91436          2            09/20/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1230120290                           O            10/01/17
    0


    8225631          074/074             F          605,000.00         ZZ
                                         180        602,963.63          1
                                       6.250          5,187.41         69
                                       6.000          5,187.41
    LOS ANGELES      CA   90069          2            10/05/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1230120857                           O            11/01/17
    0


    8225633          074/074             F          521,162.00         ZZ
                                         180        519,388.97          1
                                       6.125          4,433.13         60
                                       5.875          4,433.13
    LONG BEACH       CA   90803          2            09/27/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1230121146                           O            11/01/17
    0


    8225635          074/074             F          559,000.00         ZZ
                                         180        557,077.84          1
                                       6.000          4,717.16         51
                                       5.750          4,717.16
    LOS ANGELES      CA   90064          2            10/09/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1230121179                           O            11/01/17
    0


    8225637          074/074             F          352,000.00         ZZ
                                         180        349,573.19          1
                                       6.000          2,970.38         30
                                       5.750          2,970.38
    LOS ANGELES      CA   90049          2            09/20/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1230121678                           O            10/01/17
    0
1




    8225639          074/074             F          337,000.00         ZZ
                                         180        334,676.61          1
                                       6.000          2,843.80         61
                                       5.750          2,843.80
    RANCHO PALOS VE  CA   90275          2            09/16/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1230122262                           O            10/01/17
    0


    8225641          074/074             F          394,167.00         ZZ
                                         180        392,782.52          1
                                       5.750          3,273.20         44
                                       5.500          3,273.20
    SANTA ANA        CA   92705          2            10/05/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1231072909                           O            11/01/17
    0


    8225643          074/074             F          531,326.00         ZZ
                                         180        529,459.76          1
                                       5.750          4,412.18         62
                                       5.500          4,412.18
    YORBA LINDA      CA   92887          2            10/07/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1231072910                           O            11/01/17
    0


    8225645          074/074             F          540,000.00         ZZ
                                         180        519,892.51          1
                                       6.500          4,703.98         63
                                       6.250          4,703.98
    SANTA MONICA     CA   90403          1            12/17/01         00
    TO BE ASSIGNED                       05           02/01/02          0
    1233121448                           O            01/01/17
    0


    8225647          074/074             F        1,000,000.00         ZZ
                                         180        996,524.64          1
                                       5.875          8,371.19         69
                                       5.625          8,371.19
    GLENDALE         CA   91206          5            10/02/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1233137244                           O            11/01/17
    0


    8225651          074/074             F          818,000.00         ZZ
                                         180        812,419.99          1
1


                                       6.125          6,958.11         67
                                       5.875          6,958.11
    MOUNTAIN VIEW    CA   94040          2            09/12/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1233139910                           O            10/01/17
    0


    8225653          074/074             F          865,000.00         ZZ
                                         180        859,161.83          1
                                       6.250          7,416.71         56
                                       6.000          7,416.71
    CALABASAS        CA   91302          2            09/19/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1233141693                           O            10/01/17
    0


    8225655          074/074             F          510,000.00         ZZ
                                         180        506,557.84          1
                                       6.250          4,372.86         30
                                       6.000          4,372.86
    SANTA MONICA     CA   90402          2            09/19/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1233141820                           O            10/01/17
    0


    8225657          074/074             F          560,000.00         ZZ
                                         180        556,260.49          1
                                       6.375          4,839.80         80
                                       6.125          4,839.80
    STUDIO CITY      CA   91604          5            09/23/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1233155097                           O            10/01/17
    0


    8225659          074/074             F          947,500.00         ZZ
                                         180        941,105.03          1
                                       6.250          8,124.08         75
                                       6.000          8,124.08
    LA CANADA FLINT  CA   91011          2            09/18/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1233155202                           O            10/01/17
    0


    8225661          074/074             F          469,000.00         ZZ
                                         180        465,523.04          1
                                       6.000          3,957.69         35
                                       5.750          3,957.69
    MANHATTAN BEACH  CA   90266          2            09/18/02         00
    TO BE ASSIGNED                       05           11/01/02          0
1


    1233156872                           O            10/01/17
    0


    8225663          074/074             F          400,000.00         ZZ
                                         180        397,242.26          1
                                       6.000          3,375.43         25
                                       5.750          3,375.43
    RANCHO PALOS VE  CA   90275          2            09/25/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1233158561                           O            10/01/17
    0


    8225665          074/074             F          349,817.00         ZZ
                                         180        348,601.27          1
                                       5.875          2,928.38         65
                                       5.625          2,928.38
    ALPINE           CA   91901          5            10/09/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1235042025                           O            11/01/17
    0


    8225667          074/074             F          342,844.00         ZZ
                                         180        341,690.03          1
                                       6.250          2,939.62         69
                                       6.000          2,939.62
    RANCHO SANTA MA  CA   92688          5            10/04/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1236059985                           O            11/01/17
    0


    8225669          074/074             F          574,000.00         ZZ
                                         180        571,962.41          1
                                       5.625          4,728.22         30
                                       5.375          4,728.22
    NEWPORT COAST    CA   92657          2            10/03/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1236079199                           O            11/01/17
    0


    8225671          074/074             F          352,000.00         ZZ
                                         180        349,573.19          1
                                       6.000          2,970.38         72
                                       5.750          2,970.38
    SOUTH PASADENA   CA   91030          2            09/25/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1240030251                           O            10/01/17
    0


1


    8225673          074/074             F          390,000.00         ZZ
                                         180        387,339.60          1
                                       6.125          3,317.44         39
                                       5.875          3,317.44
    SAN DIEGO        CA   92103          2            09/07/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1243077910                           O            10/01/17
    0


    8225677          074/074             F          575,000.00         ZZ
                                         180        571,201.16          1
                                       6.500          5,008.87         53
                                       6.250          5,008.87
    CORONADO         CA   92118          1            09/19/02         00
    TO BE ASSIGNED                       06           11/01/02          0
    1243078287                           N            10/01/17
    0


    8225679          074/074             F          454,000.00         ZZ
                                         180        450,869.97          1
                                       6.000          3,831.11         55
                                       5.750          3,831.11
    SAN DIEGO        CA   92130          2            09/20/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1243079596                           O            10/01/17
    0


    8225681          074/074             F          780,000.00         ZZ
                                         180        774,735.53          1
                                       6.250          6,687.90         57
                                       6.000          6,687.90
    SAN DIEGO        CA   92106          2            09/21/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1243081259                           O            10/01/17
    0


    8225685          074/074             F          536,000.00         ZZ
                                         180        532,343.66          1
                                       6.125          4,559.35         59
                                       5.875          4,559.35
    SAN DIEGO        CA   92130          2            09/22/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1243082320                           O            10/01/17
    0


    8225687          074/074             F          499,900.00         ZZ
                                         180        496,416.83          1
                                       5.875          4,184.76         56
                                       5.625          4,184.76
1


    DEL MAR          CA   92014          2            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1243083334                           O            10/01/17
    0


    8225689          074/074             F          376,500.00         ZZ
                                         180        367,850.50          1
                                       5.875          3,151.75         35
                                       5.625          3,151.75
    SAN DEIGO        CA   92130          2            09/18/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1243083786                           O            10/01/17
    0


    8225691          074/074             F          775,000.00         ZZ
                                         180        772,306.60          1
                                       5.875          6,487.67         39
                                       5.625          6,487.67
    BEVERLY HILLS    CA   90210          5            10/03/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1246087036                           O            11/01/17
    0


    8225693          074/074             F          360,000.00         ZZ
                                         180        358,762.12          1
                                       6.000          3,037.88         56
                                       5.750          3,037.88
    ENCINO           CA   91436          2            10/03/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1246089009                           O            11/01/17
    0


    8225695          074/074             F          900,000.00         ZZ
                                         180        896,970.69          1
                                       6.250          7,716.81         67
                                       6.000          7,716.81
    SHERMAN OAKS     CA   91423          2            10/04/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1246092207                           O            11/01/17
    0


    8225697          074/074             F          580,000.00         ZZ
                                         180        577,984.29          1
                                       5.875          4,855.29         49
                                       5.625          4,855.29
    BELL CANYON      CA   91307          2            10/07/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1246096354                           O            11/01/17
    0
1




    8225701          074/074             F          419,000.00         ZZ
                                         120        408,773.33          1
                                       6.000          4,651.76         45
                                       5.750          4,651.76
    CHATSWORTH       CA   91311          2            10/03/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1246096842                           O            11/01/12
    0


    8225703          074/074             F          430,000.00         ZZ
                                         180        427,035.45          1
                                       6.000          3,628.58         79
                                       5.750          3,628.58
    HENDERSON        NV   89052          2            09/09/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1251310170                           O            10/01/17
    0


    8225705          074/074             F          394,000.00         ZZ
                                         180        392,616.10          1
                                       5.750          3,271.82         79
                                       5.500          3,271.82
    HENDERSON        NV   89014          2            10/17/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1251310329                           O            11/01/17
    0


    8225707          074/074             F          539,300.00         ZZ
                                         180        537,405.75          1
                                       5.750          4,478.40         61
                                       5.500          4,478.40
    LAS VEGAS        NV   89134          2            10/10/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1251314308                           O            11/01/17
    0


    8225711          074/074             F          475,000.00         ZZ
                                         180        471,725.19          1
                                       6.000          4,008.32         76
                                       5.750          4,008.32
    RENO             NV   89509          2            09/23/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1253119450                           O            10/01/17
    0


    8225715          074/074             F        1,000,000.00         T
                                         180        996,487.57          1
1


                                       5.750          8,304.10         39
                                       5.500          8,304.10
    NAPA             CA   94558          5            10/01/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1260021388                           O            11/01/17
    0


    8225717          074/074             F          316,500.00         ZZ
                                         180        314,317.94          1
                                       6.000          2,670.81         64
                                       5.750          2,670.81
    VALLEJO          CA   94591          2            09/24/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1263038503                           O            10/01/17
    0


    8225719          074/074             F          781,000.00         ZZ
                                         180        775,615.53          1
                                       6.000          6,590.52         71
                                       5.750          6,590.52
    PISMO BEACH      CA   93449          2            09/21/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1264021110                           O            10/01/17
    0


    8225721          074/074             F          502,100.00         ZZ
                                         180        498,638.35          1
                                       6.000          4,237.01         63
                                       5.750          4,237.01
    SAN LUIS OBISPO  CA   93401          2            09/20/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1264021324                           O            10/01/17
    0


    8225723          074/074             F          376,000.00         ZZ
                                         180        373,380.13          1
                                       5.875          3,147.57         38
                                       5.625          3,147.57
    MENLO PARK       CA   94025          2            09/30/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1265022843                           O            10/01/17
    0


    8225729          074/074             F          945,000.00         ZZ
                                         180        941,886.78          1
                                       6.500          8,231.97         17
                                       6.250          8,231.97
    ATHERTON         CA   94027          2            10/07/02         00
    TO BE ASSIGNED                       05           12/01/02          0
1


    1265023245                           O            11/01/17
    0


    8225731          074/074             F          416,000.00         ZZ
                                         180        414,554.26          1
                                       5.875          3,482.41         57
                                       5.625          3,482.41
    SAN CARLOS       CA   94070          5            10/01/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1265023347                           O            11/01/17
    0


    8225735          074/074             F          475,000.00         ZZ
                                         180        473,349.21          1
                                       5.875          3,976.31         69
                                       5.625          3,976.31
    SOUTH SAN FRANC  CA   94080          5            10/08/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1265023380                           O            11/01/17
    0


    8225737          074/074             F          494,000.00         ZZ
                                         180        490,557.94          1
                                       5.875          4,135.37         27
                                       5.625          4,135.37
    SANTA BARBARA    CA   93110          2            09/16/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1266034247                           O            10/01/17
    0


    8225739          074/074             F          950,000.00         ZZ
                                         180        940,251.49          1
                                       6.000          8,016.64         75
                                       5.750          8,016.64
    SANTA BARBARA    CA   93111          2            10/05/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1266036311                           O            11/01/17
    0


    8225741          074/074             F          500,000.00         ZZ
                                         180        496,552.84          1
                                       6.000          4,219.28         44
                                       5.750          4,219.28
    SANTA ROSA       CA   95404          5            09/19/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1269024079                           O            10/01/17
    0


1


    8225743          074/074             F          770,000.00         ZZ
                                         180        767,352.30          1
                                       6.000          6,497.70         27
                                       5.750          6,497.70
    SANTA ROSA       CA   95404          2            10/10/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1269028127                           O            11/01/17
    0


    8225747          074/074             F          326,200.00         ZZ
                                         180        325,042.05          1
                                       5.625          2,687.01         39
                                       5.375          2,687.01
    NIWOT            CO   80503          2            10/16/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1272129610                           O            11/01/17
    0


    8225749          074/074             F          716,000.00         ZZ
                                         180        713,564.10          1
                                       6.125          6,090.48         58
                                       5.875          6,090.48
    CAMARILLO        CA   93012          2            10/02/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1276031427                           O            11/01/17
    0


    8225751          074/074             F          349,000.00         ZZ
                                         180        347,787.11          1
                                       5.875          2,921.54         56
                                       5.625          2,921.54
    MORAGA           CA   94556          2            10/16/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1277041404                           O            11/01/17
    0


    8225755          074/074             F          433,000.00         ZZ
                                         180        430,014.76          1
                                       6.000          3,653.90         44
                                       5.750          3,653.90
    CORONADO         CA   92118          2            09/17/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1277043578                           O            10/01/17
    0


    8225757          074/074             F          345,000.00         ZZ
                                         180        343,826.28          1
                                       6.125          2,934.66         39
                                       5.875          2,934.66
1


    BELLEVUE         WA   98004          2            10/10/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1277043793                           O            11/01/17
    0


    8225759          074/074             F          456,600.00         ZZ
                                         180        455,063.13          1
                                       6.250          3,914.99         52
                                       6.000          3,914.99
    CAMARILLO        CA   93010          2            10/03/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1279032437                           O            11/01/17
    0


    8225761          074/074             F          413,000.00         ZZ
                                         180        411,564.68          1
                                       5.875          3,457.30         80
                                       5.625          3,457.30
    FAIR OAKS        CA   95628          2            10/07/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1286055148                           O            11/01/17
    0


    8225763          074/074             F          396,600.00         ZZ
                                         180        395,250.73          1
                                       6.125          3,373.58         56
                                       5.875          3,373.58
    LATROBE          CA   95682          2            09/27/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1287030732                           O            11/01/17
    0


    8225765          074/074             F          600,000.00         ZZ
                                         180        597,892.54          1
                                       5.750          4,982.46         50
                                       5.500          4,982.46
    NEWPORT BEACH    CA   92657          1            10/09/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1292004505                           O            11/01/17
    0


    8225769          074/074             F          268,000.00         ZZ
                                         180        267,145.25          2
                                       6.875          2,390.17         80
                                       6.625          2,390.17
    FORT LAUDERDALE  FL   33315          1            10/07/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1301271089                           O            11/01/17
    0
1




    8225773          074/074             F          530,000.00         ZZ
                                         180        528,138.41          1
                                       5.750          4,401.17         68
                                       5.500          4,401.17
    BOCA RATON       FL   33486          5            10/25/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1302118804                           O            11/01/17
    0


    8225775          074/074             F          473,000.00         ZZ
                                         180        469,773.41          1
                                       6.125          4,023.46         64
                                       5.875          4,023.46
    MIAMI            FL   33133          2            09/24/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1302118972                           O            10/01/17
    0


    8225777          074/074             F          425,000.00         ZZ
                                         180        422,069.91          1
                                       6.000          3,586.39         74
                                       5.750          3,586.39
    CORAL GABLES     FL   33134          5            09/23/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1302119002                           O            10/01/17
    0


    8225779          074/074             F          445,000.00         ZZ
                                         180        443,436.96          1
                                       5.750          3,695.33         64
                                       5.500          3,695.33
    FT LAUDERDALE    FL   33308          2            10/25/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1302120180                           O            11/01/17
    0


    8225781          074/074             F          358,000.00         ZZ
                                         180        356,768.99          1
                                       6.000          3,021.01         63
                                       5.750          3,021.01
    CAMPBELL         CA   95008          2            10/07/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1561749947                           O            11/01/17
    0


    8225783          074/074             F          356,000.00         ZZ
                                         180        354,749.57          1
1


                                       5.750          2,956.26         80
                                       5.500          2,956.26
    DURANGO          CO   81301          5            10/07/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1561751632                           O            11/01/17
    0


    8225785          074/074             F          688,500.00         ZZ
                                         180        683,951.31          1
                                       6.500          5,997.58         63
                                       6.250          5,997.58
    FORT SMITH       AR   72916          2            09/18/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1563598490                           O            10/01/17
    0


    8225789          074/074             F          750,000.00         ZZ
                                         180        744,829.25          1
                                       6.000          6,328.93         38
                                       5.750          6,328.93
    OKLAHOMA CITY    OK   73142          1            09/27/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1563634516                           O            10/01/17
    0


    8225791          074/074             F          454,100.00         ZZ
                                         180        450,935.95          1
                                       5.875          3,801.36         60
                                       5.625          3,801.36
    UNIVERSITY PARK  TX   75225          2            09/30/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1563641227                           O            10/01/17
    0


    8225793          074/074             F          966,500.00         ZZ
                                         180        963,141.06          1
                                       5.875          8,090.76         65
                                       5.625          8,090.76
    DENVER           CO   80227          2            10/17/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1563643732                           O            11/01/17
    0


    8225795          074/074             F          411,800.00         ZZ
                                         180        410,353.58          1
                                       5.750          3,419.63         76
                                       5.500          3,419.63
    DALLAS           TX   75230          2            10/09/02         00
    TO BE ASSIGNED                       05           12/01/02          0
1


    1563644790                           O            11/01/17
    0


    8225799          074/074             F          400,000.00         ZZ
                                         180        397,300.25          1
                                       6.250          3,429.70         74
                                       6.000          3,429.70
    ATLANTA          GA   30350          5            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1577914292                           O            10/01/17
    0


    8225801          074/074             F          400,000.00         ZZ
                                         180        397,242.26          1
                                       6.000          3,375.43         80
                                       5.750          3,375.43
    CHARLOTTE        NC   28210          5            09/23/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1577918453                           O            10/01/17
    0


    8225803          074/074             F          390,000.00         ZZ
                                         180        388,615.57          1
                                       5.625          3,212.56         70
                                       5.375          3,212.56
    CHARLOTTE        NC   28277          2            10/15/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1577939078                           O            11/01/17
    0


    8225807          074/074             F          400,000.00         ZZ
                                         180        398,580.07          1
                                       5.625          3,294.93         64
                                       5.375          3,294.93
    MOUNT PLEASANT   SC   29465          5            10/18/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1577940328                           O            11/01/17
    0


    8225809          074/074             F          322,500.00         ZZ
                                         180        320,252.91          1
                                       5.875          2,699.71         75
                                       5.625          2,699.71
    CORAOPOLIS       PA   15108          2            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1581856418                           O            10/01/17
    0


1


    8225813          074/074             F          600,000.00         ZZ
                                         180        594,037.87          1
                                       6.500          5,226.65         71
                                       6.250          5,226.65
    BLUE SPRINGS     MO   64015          5            08/14/02         00
    TO BE ASSIGNED                       05           10/01/02          0
    1583601189                           O            09/01/17
    0


    8225815          074/074             F          129,000.00         ZZ
                                         180        128,561.13          1
                                       6.125          1,097.31         65
                                       5.875          1,097.31
    SAINT LOUIS      MO   63128          5            10/07/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1583637540                           O            11/01/17
    0


    8225817          074/074             F          450,000.00         ZZ
                                         180        446,962.79          1
                                       6.250          3,858.41         52
                                       6.000          3,858.41
    MISSION WOODS    KS   66205          5            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1583641966                           O            10/01/17
    0


    8225819          074/074             F          460,000.00         ZZ
                                         180        458,418.25          1
                                       6.000          3,881.75         80
                                       5.750          3,881.75
    WEST CHICAGO     IL   60185          5            10/02/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1583661431                           O            11/01/17
    0


    8225823          074/074             F          591,000.00         ZZ
                                         180        586,882.06          1
                                       5.875          4,947.38         68
                                       5.625          4,947.38
    CHICAGO          IL   60615          2            09/25/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1583665680                           O            10/01/17
    0


    8225825          074/074             F          150,000.00         ZZ
                                         180        148,587.28          1
                                       7.125          1,358.75         63
                                       6.875          1,358.75
1


    WILLIAMSTOWN     NJ   08094          1            08/26/02         00
    1587676576                           05           10/01/02          0
    1587676576                           O            09/01/17
    0


    8225827          074/074             F          349,000.00         ZZ
                                         180        346,593.86          1
                                       6.000          2,945.07         56
                                       5.750          2,945.07
    BRYN MAWR        PA   19010          2            09/04/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1587760457                           O            10/01/17
    0


    8225829          074/074             F          600,000.00         ZZ
                                         180        597,914.78          1
                                       5.875          5,022.72         39
                                       5.625          5,022.72
    DARIEN           CT   06820          5            10/07/02         00
    1587761336                           05           12/01/02          0
    1587761336                           O            11/01/17
    0


    8225831          074/074             F          416,000.00         ZZ
                                         180        411,822.00          1
                                       6.375          3,595.29         80
                                       6.125          3,595.29
    VIENNA           VA   22182          5            08/14/02         00
    TO BE ASSIGNED                       05           10/01/02          0
    1587764764                           O            09/01/17
    0


    8225851          074/074             F          450,000.00         ZZ
                                         180        446,897.54          1
                                       6.000          3,797.36         70
                                       5.750          3,797.36
    FALMOUTH         ME   04105          2            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1587773277                           O            10/01/17
    0


    8225853          074/074             F          448,000.00         ZZ
                                         180        446,392.80          1
                                       5.500          3,660.53         80
                                       5.250          3,660.53
    FT LAUDERDALE    FL   33316          1            10/25/02         00
    TO BE ASSIGNED                       01           12/01/02          0
    1302125402                           O            11/01/17
    0
1




    8225855          074/074             F          434,000.00         ZZ
                                         180        430,911.53          1
                                       5.625          3,575.00         40
                                       5.375          3,575.00
    NORTH PALM BEAC  FL   33408          2            09/23/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1303080977                           O            10/01/17
    0


    8225857          074/074             F          341,000.00         ZZ
                                         180        338,649.04          1
                                       6.000          2,877.55         41
                                       5.750          2,877.55
    KEY BISCAYNE     FL   33149          2            09/25/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1311449212                           O            10/01/17
    0


    8225861          074/074             F          682,000.00         ZZ
                                         180        676,607.75          1
                                       6.125          5,801.26         72
                                       5.875          5,801.26
    CORAL GABLES     FL   33134          2            09/23/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1311452410                           O            10/01/17
    0


    8225865          074/074             F          500,000.00         ZZ
                                         180        498,206.25          1
                                       5.500          4,085.42         69
                                       5.250          4,085.42
    KEY BISCAYNE     FL   33149          1            10/18/02         00
    TO BE ASSIGNED                       01           12/01/02          0
    1311457174                           O            11/01/17
    0


    8225869          074/074             F          388,000.00         ZZ
                                         180        386,651.56          1
                                       5.875          3,248.02         71
                                       5.625          3,248.02
    CORAL GABLES     FL   33156          2            10/04/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1311457797                           O            11/01/17
    0


    8225871          074/074             F          500,000.00         ZZ
                                         180        498,243.78          1
1


                                       5.750          4,152.05         80
                                       5.500          4,152.05
    MIAMI            FL   33157          5            10/17/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1311458257                           O            11/01/17
    0


    8225873          074/074             F          700,000.00         ZZ
                                         180        689,825.97          1
                                       6.000          5,907.00         72
                                       5.750          5,907.00
    ALPHARETTA       GA   30022          2            09/30/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1336068310                           O            10/01/17
    0


    8225875          074/074             F          319,000.00         ZZ
                                         180        317,914.74          1
                                       6.125          2,713.49         80
                                       5.875          2,713.49
    WOODSTOCK        GA   30189          2            10/11/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1336068365                           O            11/01/17
    0


    8225877          074/074             F          930,000.00         ZZ
                                         180        926,733.44          1
                                       5.750          7,722.81         40
                                       5.500          7,722.81
    ATLANTA          GA   30305          2            10/03/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1336071246                           O            11/01/17
    0


    8225881          074/074             F          376,500.00         ZZ
                                         180        375,177.57          1
                                       5.750          3,126.49         60
                                       5.500          3,126.49
    MARIETTA         GA   30062          2            10/15/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1336071643                           O            11/01/17
    0


    8225883          074/074             F          631,614.00         ZZ
                                         180        627,259.44          1
                                       6.000          5,329.92         80
                                       5.750          5,329.92
    TAMPA            FL   33613          5            09/25/02         00
    TO BE ASSIGNED                       03           11/01/02          0
1


    1361166388                           O            10/01/17
    0


    8225885          074/074             F          480,000.00         ZZ
                                         180        478,331.83          1
                                       5.875          4,018.17         80
                                       5.625          4,018.17
    MIAMI            FL   33133          5            10/16/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1391135474                           O            11/01/17
    0


    8225889          074/074             F          431,753.00         ZZ
                                         180        430,284.14          1
                                       6.125          3,672.60         35
                                       5.875          3,672.60
    DENVER           CO   80220          2            10/16/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1461255796                           O            11/01/17
    0


    8225891          074/074             F          515,000.00         ZZ
                                         180        513,229.14          1
                                       6.000          4,345.86         59
                                       5.750          4,345.86
    MERCER ISLAND    WA   98040          5            10/12/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1471077479                           O            11/01/17
    0


    8225893          074/074             F          342,000.00         ZZ
                                         120        339,884.64          1
                                       5.750          3,754.11         48
                                       5.500          3,754.11
    NORMANDY PARK    WA   98166          2            10/25/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1471081760                           O            11/01/12
    0


    8225895          074/074             F          355,880.00         ZZ
                                         180        353,426.44          1
                                       6.000          3,003.12         75
                                       5.750          3,003.12
    SALT LAKE CITY   UT   84103          2            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1497063764                           O            10/01/17
    0


1


    8225897          074/074             F          432,000.00         ZZ
                                         180        429,021.65          1
                                       6.000          3,645.46         80
                                       5.750          3,645.46
    VIENNA           VA   22182          5            09/09/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1514391859                           O            10/01/17
    0


    8225899          074/074             F          452,000.00         ZZ
                                         180        450,445.77          1
                                       6.000          3,814.23         80
                                       5.750          3,814.23
    PHILADELPHIA     PA   19103          1            10/16/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1514412960                           O            11/01/17
    0


    8225901          074/074             F          360,000.00         ZZ
                                         180        357,544.25          1
                                       6.125          3,062.25         42
                                       5.875          3,062.25
    LOUISVILLE       KY   40207          2            08/30/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1516717480                           O            10/01/17
    0


    8225903          074/074             F          603,800.00         ZZ
                                         180        599,637.20          1
                                       6.000          5,095.21         55
                                       5.750          5,095.21
    SUMMERFIELD      FL   34491          2            09/09/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1516717855                           O            10/01/17
    0


    8225905          074/074             F          628,000.00         ZZ
                                         180        623,670.36          1
                                       6.000          5,299.42         55
                                       5.750          5,299.42
    ALPHARETTA       GA   30022          2            09/11/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1516719410                           O            10/01/17
    0


    8225907          074/074             F          932,000.00         ZZ
                                         180        925,574.48          1
                                       6.000          7,864.75         68
                                       5.750          7,864.75
1


    MOBILE           AL   36608          2            09/06/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1516725081                           O            10/01/17
    0


    8225911          074/074             F          384,000.00         ZZ
                                         180        381,324.39          1
                                       5.875          3,214.54         80
                                       5.625          3,214.54
    MIAMI            FL   33129          1            09/27/02         00
    TO BE ASSIGNED                       01           11/01/02          0
    1516736510                           O            10/01/17
    0


    8225913          074/074             F          385,000.00         ZZ
                                         180        382,373.70          1
                                       6.125          3,274.91         65
                                       5.875          3,274.91
    DULUTH           GA   30097          2            09/23/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1516738265                           O            10/01/17
    0


    8225915          074/074             F          350,000.00         ZZ
                                         180        347,463.45          1
                                       5.875          2,929.92         79
                                       5.625          2,929.92
    BIRMINGHAM       AL   35223          5            09/17/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1516743710                           O            10/01/17
    0


    8225919          074/074             F          477,700.00         ZZ
                                         180        474,336.18          1
                                       5.750          3,966.87         40
                                       5.500          3,966.87
    VERO BEACH       FL   32963          2            09/26/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1516773120                           O            10/01/17
    0


    8225921          074/074             F          336,000.00         ZZ
                                         180        333,633.98          1
                                       5.750          2,790.18         64
                                       5.500          2,790.18
    ROANOKE          TX   76262          2            09/20/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1516773721                           O            10/01/17
    0
1




    8225925          074/074             F          374,000.00         ZZ
                                         180        371,394.08          1
                                       5.875          3,130.82         67
                                       5.625          3,130.82
    GREENSBORO       NC   27405          2            09/30/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1516778317                           O            10/01/17
    0


    8225929          074/074             F          317,500.00         ZZ
                                         180        316,372.93          1
                                       5.625          2,615.35         76
                                       5.375          2,615.35
    MARIETTA         GA   30067          2            10/11/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1516788762                           O            11/01/17
    0


    8225931          074/074             F          805,000.00         ZZ
                                         180        799,450.06          1
                                       6.000          6,793.05         70
                                       5.750          6,793.05
    LAKE OZARK       MO   65049          1            09/17/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1517297518                           O            10/01/17
    0


    8225933          074/074             F          312,350.00         ZZ
                                         180        310,196.55          1
                                       6.000          2,635.79         85
                                       5.750          2,635.79
    SEATTLE          WA   98116          1            09/09/02         11
    TO BE ASSIGNED                       05           11/01/02         12
    1517315267                           O            10/01/17
    0


    8225935          074/074             F          543,000.00         ZZ
                                         180        539,335.11          1
                                       6.250          4,655.81         77
                                       6.000          4,655.81
    BELLEVUE         WA   98006          2            09/24/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1517318695                           O            10/01/17
    0


    8225939          074/074             F          391,600.00         ZZ
                                         180        388,928.68          1
1


                                       6.125          3,331.05         40
                                       5.875          3,331.05
    MERCER ISLAND    WA   98040          2            09/12/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1517344301                           O            10/01/17
    0


    8225941          074/074             F          340,000.00         ZZ
                                         180        337,630.98          1
                                       5.875          2,846.20         72
                                       5.625          2,846.20
    POULSBO          WA   98370          2            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1517345723                           O            10/01/17
    0


    8225951          074/074             F          316,000.00         ZZ
                                         180        313,742.10          1
                                       5.750          2,624.10         80
                                       5.500          2,624.10
    BOTHELL          WA   98021          5            09/17/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1517372362                           O            10/01/17
    0


    8225953          074/074             F          400,000.00         ZZ
                                         180        398,595.03          1
                                       5.750          3,321.64         41
                                       5.500          3,321.64
    PALOS PARK       IL   60464          2            10/01/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1517372817                           O            11/01/17
    0


    8225955          074/074             F          408,000.00         ZZ
                                         180        405,187.11          1
                                       6.000          3,442.94         62
                                       5.750          3,442.94
    IRVINE           CA   92620          2            10/10/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1519242222                           O            10/01/17
    0


    8225957          074/074             F          440,000.00         ZZ
                                         180        432,750.38          1
                                       6.625          3,863.17         80
                                       6.375          3,863.17
    SANTA CLARITA    CA   91355          1            06/18/02         00
    TO BE ASSIGNED                       03           08/01/02          0
1


    1519275731                           O            07/01/17
    0


    8225963          074/074             F          707,200.00         ZZ
                                         180        704,794.05          1
                                       6.125          6,015.62         28
                                       5.875          6,015.62
    AUSTIN           TX   78746          2            10/03/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1520065690                           O            11/01/17
    0


    8225967          074/074             F          606,300.00         ZZ
                                         180        602,104.40          1
                                       6.000          5,116.30         56
                                       5.750          5,116.30
    AUSTIN           TX   78746          2            10/26/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1520065714                           O            10/01/17
    0


    8225973          074/074             F          308,597.00         ZZ
                                         180        306,469.43          1
                                       6.000          2,604.12         18
                                       5.750          2,604.12
    HOUSTON          TX   77024          2            09/25/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1521113506                           O            10/01/17
    0


    8225975          074/074             F          679,700.00         ZZ
                                         180        677,261.57          1
                                       5.500          5,553.72         60
                                       5.250          5,553.72
    HOUSTON          TX   77005          2            10/07/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1521113970                           O            11/01/17
    0


    8225977          074/074             F          482,640.00         ZZ
                                         180        479,241.40          1
                                       5.750          4,007.89         70
                                       5.500          4,007.89
    HOUSTON          TX   77005          2            09/23/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1521113980                           O            10/01/17
    0


1


    8225983          074/074             F          487,200.00         ZZ
                                         180        483,911.72          1
                                       6.250          4,177.37         80
                                       6.000          4,177.37
    PARAMUS          NJ   07652          2            09/23/02         00
    1587773812                           05           11/01/02          0
    1587773812                           O            10/01/17
    0


    8225985          074/074             F          455,000.00         ZZ
                                         180        451,896.19          1
                                       6.125          3,870.35         70
                                       5.875          3,870.35
    CANTON           MA   02021          2            09/20/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1587774881                           O            10/01/17
    0


    8225987          074/074             F          455,000.00         ZZ
                                         180        451,863.08          1
                                       6.000          3,839.55         21
                                       5.750          3,839.55
    GREENWICH        CT   06830          2            09/25/02         00
    1587778951                           05           11/01/02          0
    1587778951                           O            10/01/17
    0


    8225991          074/074             F          422,000.00         ZZ
                                         180        420,579.59          1
                                       6.250          3,618.33         74
                                       6.000          3,618.33
    WASHINGTON       DC   20009          2            10/08/02         00
    TO BE ASSIGNED                       01           12/01/02          0
    1587788536                           O            11/01/17
    0


    8225993          074/074             F          406,000.00         ZZ
                                         180        404,603.94          1
                                       6.000          3,426.06         49
                                       5.750          3,426.06
    CABIN JOHN       MD   20818          2            10/07/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1587793037                           O            11/01/17
    0


    8225997          074/074             F          316,000.00         ZZ
                                         180        313,867.20          1
                                       6.250          2,709.46         76
                                       6.000          2,709.46
1


    ROANOKE          VA   24018          5            09/20/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1587794197                           O            10/01/17
    0


    8225999          074/074             F          382,000.00         ZZ
                                         180        379,366.35          1
                                       6.000          3,223.54         71
                                       5.750          3,223.54
    NORWALK          CT   06855          2            09/23/02         00
    1587794335                           05           11/01/02          0
    1587794335                           O            10/01/17
    0


    8226001          074/074             F          454,000.00         ZZ
                                         180        452,438.89          1
                                       6.000          3,831.11         40
                                       5.750          3,831.11
    BETHESDA         MD   20817          2            10/10/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1587794754                           O            11/01/17
    0


    8226003          074/074             F          560,000.00         ZZ
                                         180        556,139.17          1
                                       6.000          4,725.60         74
                                       5.750          4,725.60
    FAIRFAX          VA   22033          5            09/25/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1587794914                           O            10/01/17
    0


    8226005          074/074             F          323,000.00         ZZ
                                         180        320,796.65          1
                                       6.125          2,747.52         49
                                       5.875          2,747.52
    FAIRFAX          VA   22030          2            09/26/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1587795270                           O            10/01/17
    0


    8226007          074/074             F          830,000.00         ZZ
                                         180        827,115.45          1
                                       5.875          6,948.09         31
                                       5.625          6,948.09
    BETHESDA         MD   20814          2            10/07/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1587797741                           O            11/01/17
    0
1




    8226009          074/074             F          958,000.00         ZZ
                                         180        951,324.92          1
                                       5.875          8,019.60         37
                                       5.625          8,019.60
    CHEVY CHASE      MD   20815          2            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1587798314                           O            10/01/17
    0


    8226011          074/074             F          546,000.00         ZZ
                                         180        544,102.45          1
                                       5.875          4,570.67         65
                                       5.625          4,570.67
    FAIRFAX STATION  VA   22039          2            10/11/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1587799543                           O            11/01/17
    0


    8226013          074/074             F          450,000.00         ZZ
                                         180        446,897.54          1
                                       6.000          3,797.36         53
                                       5.750          3,797.36
    CHEVY CHASE      MD   20815          2            09/30/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1587801510                           O            10/01/17
    0


    8226015          074/074             F          135,000.00         ZZ
                                         180        134,108.09          4
                                       6.500          1,176.00         90
                                       6.250          1,176.00
    BROADWAY         VA   22815          1            10/04/02         11
    TO BE ASSIGNED                       05           11/01/02         25
    1587804905                           N            10/01/17
    0


    8226019          074/074             F          400,000.00         ZZ
                                         180        398,595.02          1
                                       5.750          3,321.65         80
                                       5.500          3,321.65
    ALEXANDRIA       VA   22314          2            10/04/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1587805624                           O            11/01/17
    0


    8226021          074/074             F          613,000.00         ZZ
                                         180        610,846.87          1
1


                                       5.750          5,090.42         59
                                       5.500          5,090.42
    WATERFORD        CT   06385          2            10/02/02         00
    1587809240                           05           12/01/02          0
    1587809240                           O            11/01/17
    0


    8226025          074/074             F          371,450.00         ZZ
                                         180        367,110.69          1
                                       5.750          3,084.56         20
                                       5.500          3,084.56
    GLADWYNE         PA   19035          2            09/27/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1587809363                           O            10/01/17
    0


    8226027          074/074             F          350,000.00         ZZ
                                         180        348,783.62          1
                                       5.875          2,929.92         65
                                       5.625          2,929.92
    BETHESDA         MD   20817          2            10/04/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1587812801                           O            11/01/17
    0


    8226029          074/074             F          325,000.00         ZZ
                                         180        323,858.45          1
                                       5.750          2,698.84         65
                                       5.500          2,698.84
    ALEXANDRIA       VA   22305          5            10/09/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1587813429                           O            11/01/17
    0


    8226031          074/074             F          475,000.00         ZZ
                                         180        470,075.50          1
                                       6.000          4,008.32         42
                                       5.750          4,008.32
    TEQUESTA         FL   33469          2            08/15/02         00
    TO BE ASSIGNED                       05           10/01/02          0
    1589928975                           O            09/01/17
    0


    8226033          074/074             F          339,000.00         ZZ
                                         180        337,821.85          1
                                       5.875          2,837.84         60
                                       5.625          2,837.84
    DOYLESTOWN       PA   18901          2            10/21/02         00
    TO BE ASSIGNED                       05           12/01/02          0
1


    1587817099                           O            11/01/17
    0


    8226035          074/074             F          335,000.00         ZZ
                                         180        333,835.75          1
                                       5.875          2,804.35         72
                                       5.625          2,804.35
    MIAMI            FL   33126          5            09/27/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1589953189                           O            11/01/17
    0


    8226037          074/074             F          555,000.00         ZZ
                                         180        553,050.60          1
                                       5.750          4,608.78         62
                                       5.500          4,608.78
    PINECREST        FL   33156          2            10/09/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1589953768                           O            11/01/17
    0


    8226041          074/074             F          336,000.00         ZZ
                                         180        334,844.64          1
                                       6.000          2,835.36         80
                                       5.750          2,835.36
    MIAMI            FL   33173          5            09/30/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1589958353                           O            11/01/17
    0


    8226043          074/074             F          399,750.00         T
                                         180        398,345.90          1
                                       5.750          3,319.57         75
                                       5.500          3,319.57
    SEA ISLE CITY    NJ   08243          5            10/09/02         00
    1590462774                           01           12/01/02          0
    1590462774                           O            11/01/17
    0


    8226047          074/074             F          480,000.00         T
                                         180        476,218.09          1
                                       6.125          4,083.00         74
                                       5.875          4,083.00
    LAHAINA          HI   96761          2            09/11/02         00
    TO BE ASSIGNED                       01           11/01/02          0
    1595432205                           O            10/01/17
    0


1


    8226049          074/074             F          412,500.00         ZZ
                                         180        409,636.90          1
                                       6.000          3,480.91         79
                                       5.750          3,480.91
    LAKE FOREST      CA   92630          5            09/17/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1595436443                           O            10/01/17
    0


    8226051          074/074             F          560,000.00         ZZ
                                         180        556,260.47          1
                                       6.375          4,839.81         80
                                       6.125          4,839.81
    CARLSBAD         CA   92009          5            09/24/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1595440043                           O            10/01/17
    0


    8226053          074/074             F          432,000.00         ZZ
                                         180        429,021.63          1
                                       6.000          3,645.47         71
                                       5.750          3,645.47
    YORBA LINDA      CA   92886          5            09/16/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1595440677                           O            10/01/17
    0


    8226055          074/074             F          395,000.00         ZZ
                                         180        392,276.75          1
                                       6.000          3,333.23         58
                                       5.750          3,333.23
    ORANGE           CA   92867          2            09/19/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1595443960                           O            10/01/17
    0


    8226057          074/074             F          826,000.00         ZZ
                                         180        823,159.74          1
                                       6.000          6,970.26         65
                                       5.750          6,970.26
    HUNTINGTON BEAC  CA   92648          2            10/01/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1595444838                           O            11/01/17
    0


    8226059          074/074             F          960,000.00         ZZ
                                         180        953,381.43          1
                                       6.000          8,101.03         74
                                       5.750          8,101.03
1


    MISSION VIEJO    CA   92692          2            09/20/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1595448250                           O            10/01/17
    0


    8226061          074/074             F          478,500.00         ZZ
                                         180        475,270.45          1
                                       6.250          4,102.77         57
                                       6.000          4,102.77
    HUNTINGTON BEAC  CA   92648          2            09/19/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1595448260                           O            10/01/17
    0


    8226063          074/074             F          490,000.00         ZZ
                                         180        488,297.07          1
                                       5.875          4,101.89         52
                                       5.625          4,101.89
    LOS ANGELES      CA   90077          2            10/01/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1595448453                           O            11/01/17
    0


    8226065          074/074             F          640,000.00         ZZ
                                         180        637,752.04          1
                                       5.750          5,314.63         52
                                       5.500          5,314.63
    ROLLING HILLS E  CA   90274          5            10/03/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1595453453                           O            11/01/17
    0


    8226067          074/074             F          775,000.00         ZZ
                                         180        767,133.45          1
                                       6.250          6,645.03         34
                                       6.000          6,645.03
    SANTA MONICA     CA   90402          2            08/26/02         00
    TO BE ASSIGNED                       05           10/01/02          0
    1596265084                           O            09/01/17
    0


    8226069          074/074             F        1,000,000.00         ZZ
                                         180        993,105.67          1
                                       6.000          8,438.57         67
                                       5.750          8,438.57
    CANYON COUNTRY   CA   91390          5            09/12/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1596274370                           O            10/01/17
    0
1




    8226073          074/074             F          928,000.00         ZZ
                                         180        921,602.05          1
                                       6.000          7,831.00         42
                                       5.750          7,831.00
    SAN MARINO       CA   91108          2            09/16/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1596275601                           O            10/01/17
    0


    8226077          074/074             F          750,000.00         ZZ
                                         180        742,387.20          1
                                       6.250          6,430.68         47
                                       6.000          6,430.68
    DIAMOND BAR      CA   91765          2            08/09/02         00
    TO BE ASSIGNED                       03           10/01/02          0
    1596275871                           O            09/01/17
    0


    8226079          074/074             F          900,000.00         ZZ
                                         180        893,595.34          1
                                       5.625          7,413.59         50
                                       5.375          7,413.59
    SANTA MONICA     CA   90402          5            09/23/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1596276954                           O            10/01/17
    0


    8226081          074/074             F          490,000.00         ZZ
                                         180        488,260.59          1
                                       5.625          4,036.29         53
                                       5.375          4,036.29
    ENCINO AREA      CA   91436          2            10/01/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1596277072                           O            11/01/17
    0


    8226085          074/074             F          428,000.00         ZZ
                                         180        425,141.93          1
                                       6.375          3,699.00         80
                                       6.125          3,699.00
    LEMOORE          CA   93245          5            09/19/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1596280226                           O            10/01/17
    0


    8226087          074/074             F          365,000.00         ZZ
                                         180        362,510.12          1
1


                                       6.125          3,104.79         44
                                       5.875          3,104.79
    PALO ALTO        CA   94306          2            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1596280703                           O            10/01/17
    0


    8226089          074/074             F          420,000.00         ZZ
                                         180        418,540.35          1
                                       5.875          3,515.90         33
                                       5.625          3,515.90
    CALABASAS        CA   91302          2            10/01/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1596281660                           O            11/01/17
    0


    8226091          074/074             F          345,000.00         ZZ
                                         180        342,621.45          1
                                       6.000          2,911.31         54
                                       5.750          2,911.31
    LOS ANGELES      CA   90077          2            09/24/02         00
    TO BE ASSIGNED                       01           11/01/02          0
    1596283789                           O            10/01/17
    0


    8226093          074/074             F          812,000.00         ZZ
                                         180        806,275.03          1
                                       5.750          6,742.93         52
                                       5.500          6,742.93
    CALABASAS AREA   CA   91302          2            09/20/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1596285809                           O            10/01/17
    0


    8226097          074/074             F          488,000.00         ZZ
                                         180        486,304.03          1
                                       5.875          4,085.14         49
                                       5.625          4,085.14
    SANTA MONICA     CA   90405          2            10/04/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1596286685                           O            11/01/17
    0


    8226101          074/074             F          533,000.00         ZZ
                                         180        529,249.57          1
                                       6.000          4,497.76         69
                                       5.750          4,497.76
    ARCADIA          CA   91006          2            09/20/02         00
    TO BE ASSIGNED                       05           11/01/02          0
1


    1596288035                           O            10/01/17
    0


    8226103          074/074             F          688,800.00         ZZ
                                         180        684,051.18          1
                                       6.000          5,812.49         68
                                       5.750          5,812.49
    SAN MARINO       CA   91108          2            09/30/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1596288104                           O            10/01/17
    0


    8226105          074/074             F          480,000.00         ZZ
                                         180        478,349.48          1
                                       6.000          4,050.52         45
                                       5.750          4,050.52
    THOUSAND OAKS    CA   91362          2            10/03/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1596288669                           O            11/01/17
    0


    8226107          074/074             F          404,500.00         ZZ
                                         180        403,094.21          1
                                       5.875          3,386.15         33
                                       5.625          3,386.15
    THOUSAND OAKS    CA   91320          2            10/10/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1596288771                           O            11/01/17
    0


    8226109          074/074             F        1,000,000.00         ZZ
                                         180        996,487.56          1
                                       5.750          8,304.11         39
                                       5.500          8,304.11
    LOS ANGELES      CA   91604          2            10/09/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1596290274                           O            11/01/17
    0


    8226111          074/074             F          364,000.00         ZZ
                                         180        362,721.47          1
                                       5.750          3,022.70         43
                                       5.500          3,022.70
    WESTLAKE VILLAG  CA   91361          2            10/03/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1596290864                           O            11/01/17
    0


1


    8226113          074/074             F          522,000.00         ZZ
                                         180        518,401.15          1
                                       6.000          4,404.94         66
                                       5.750          4,404.94
    LOS ANGELES      CA   91403          2            09/19/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1596290933                           O            10/01/17
    0


    8226115          074/074             F          570,000.00         ZZ
                                         180        566,070.22          1
                                       6.000          4,809.99         80
                                       5.750          4,809.99
    LOS ANGELES      CA   90049          2            09/12/02         00
    TO BE ASSIGNED                       01           11/01/02          0
    1596291266                           O            10/01/17
    0


    8226117          074/074             F          650,000.00         ZZ
                                         180        645,470.96          1
                                       5.875          5,441.28         74
                                       5.625          5,441.28
    SAN MARINO       CA   91108          2            09/20/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1596292688                           O            10/01/17
    0


    8226121          074/074             F          977,000.00         ZZ
                                         180        970,264.23          1
                                       6.000          8,244.48         36
                                       5.750          8,244.48
    ROLLING HILLS    CA   90274          2            09/19/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1596293115                           O            10/01/17
    0


    8226125          074/074             F          975,000.00         ZZ
                                         180        971,718.24          1
                                       6.250          8,359.88         60
                                       6.000          8,359.88
    WESTLAKE VILLAG  CA   91361          2            10/01/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1596294628                           O            11/01/17
    0


    8226127          074/074             F          360,000.00         ZZ
                                         180        356,551.11          1
                                       6.000          3,037.89         62
                                       5.750          3,037.89
1


    PASADENA AREA    CA   91107          2            09/20/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1596295416                           O            10/01/17
    0


    8226129          074/074             F          350,000.00         ZZ
                                         180        348,796.50          1
                                       6.000          2,953.50         52
                                       5.750          2,953.50
    RANCHO PALOS VE  CA   90275          5            10/17/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1596299075                           O            11/01/17
    0


    8226131          074/074             F          735,000.00         ZZ
                                         180        732,472.65          1
                                       6.000          6,202.35         62
                                       5.750          6,202.35
    LOS ANGELES      CA   90049          2            10/01/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1596302486                           O            11/01/17
    0


    8226135          074/074             F           80,000.00         ZZ
                                         180         76,330.85          4
                                       6.750            707.93         34
                                       6.500            707.93
    TWIN LAKES       WI   53181          1            10/15/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1606145870                           N            11/01/17
    0


    8226137          074/074             F          400,280.00         ZZ
                                         180        397,490.95          1
                                       5.875          3,350.82         39
                                       5.625          3,350.82
    CHICAGO          IL   60657          2            09/26/02         00
    TO BE ASSIGNED                       06           11/01/02          0
    1610042317                           O            10/01/17
    0


    8226139          074/074             F          640,000.00         ZZ
                                         180        637,799.32          1
                                       6.000          5,400.68         64
                                       5.750          5,400.68
    GLENVIEW         IL   60025          2            10/15/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1614053177                           O            11/01/17
    0
1




    8226143          074/074             F          620,000.00         ZZ
                                         180        615,725.52          1
                                       6.000          5,231.91         76
                                       5.750          5,231.91
    VALPARAISO       IN   46383          5            09/23/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1621326407                           O            10/01/17
    0


    8226145          074/074             F          452,000.00         ZZ
                                         180        448,850.59          1
                                       5.875          3,783.78         80
                                       5.625          3,783.78
    CHICAGO          IL   60646          1            09/27/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1621333413                           O            10/01/17
    0


    8226147          074/074             F          386,200.00         ZZ
                                         180        383,565.53          1
                                       6.125          3,285.11         61
                                       5.875          3,285.11
    PACIFIC          MO   63069          2            10/01/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1632087953                           O            10/01/17
    0


    8226149          074/074             F          378,000.00         ZZ
                                         180        375,448.75          1
                                       6.250          3,241.06         61
                                       6.000          3,241.06
    CLARKSTON        MI   48348          2            09/23/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1639057837                           O            10/01/17
    0


    8226151          074/074             F          390,750.00         ZZ
                                         180        389,406.38          1
                                       6.000          3,297.37         66
                                       5.750          3,297.37
    SHELBY TOWNSHIP  MI   48316          2            09/30/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1639067706                           O            11/01/17
    0


    8226153          074/074             F          342,450.00         ZZ
                                         180        341,272.46          1
1


                                       6.000          2,889.79         26
                                       5.750          2,889.79
    BLOOMFIELD HILL  MI   48302          2            10/15/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1639072310                           O            11/01/17
    0


    8226171          074/074             F          370,500.00         ZZ
                                         180        369,212.39          1
                                       5.875          3,101.52         74
                                       5.625          3,101.52
    WICHITA          KS   67230          5            10/17/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1644023845                           O            11/01/17
    0


    8226173          074/074             F          380,000.00         ZZ
                                         180        377,352.27          1
                                       5.875          3,181.05         48
                                       5.625          3,181.05
    CINCINNATI       OH   45208          2            09/25/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1649002296                           O            10/01/17
    0


    8226175          074/074             F          400,000.00         ZZ
                                         180        390,474.53          1
                                       6.000          3,375.43         23
                                       5.750          3,375.43
    ORONO            MN   55356          5            09/30/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1661130218                           O            10/01/17
    0


    8226177          074/074             F          449,371.00         T
                                         180        447,825.81          1
                                       6.000          3,792.05         45
                                       5.750          3,792.05
    VENICE           CA   90291          2            10/23/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1674026536                           O            11/01/17
    0


    8226179          074/074             F          804,000.00         ZZ
                                         180        801,176.00          1
                                       5.750          6,676.50         48
                                       5.500          6,676.50
    PINECREST        FL   33156          2            10/08/02         00
    TO BE ASSIGNED                       05           12/01/02          0
1


    1689011430                           O            11/01/17
    0


    8226181          074/074             F          500,000.00         ZZ
                                         180        498,298.95          1
                                       6.125          4,253.13         44
                                       5.875          4,253.13
    MIAMI            FL   33156          2            10/17/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1689013775                           O            11/01/17
    0


    8226189          074/074             F          360,000.00         ZZ
                                         180        357,464.98          1
                                       5.750          2,989.48         75
                                       5.500          2,989.48
    WESTON           FL   33326          2            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1689015963                           O            10/01/17
    0


    8226191          074/074             F          441,000.00         ZZ
                                         180        439,434.53          1
                                       5.625          3,632.66         60
                                       5.375          3,632.66
    PARKLAND         FL   33067          2            10/16/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1689024975                           O            11/01/17
    0


    8226195          074/074             F          750,000.00         ZZ
                                         180        744,774.20          1
                                       5.875          6,278.39         38
                                       5.625          6,278.39
    POTOMAC          MD   20854          5            09/25/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1731258779                           O            10/01/17
    0


    8226199          074/074             F          453,100.00         ZZ
                                         180        451,541.98          1
                                       6.000          3,823.52         49
                                       5.750          3,823.52
    BETHESDA         MD   20816          2            10/15/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1731260748                           O            11/01/17
    0


1


    8226201          074/074             F          631,700.00         ZZ
                                         180        629,504.62          1
                                       5.875          5,288.08         65
                                       5.625          5,288.08
    WASHINGTON       DC   20012          2            10/11/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1731270672                           O            11/01/17
    0


    8226203          074/074             F          423,000.00         ZZ
                                         180        421,514.25          1
                                       5.750          3,512.63         59
                                       5.500          3,512.63
    POTOMAC          MD   20854          2            10/21/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1731272420                           O            11/01/17
    0


    8226205          074/074             F          490,000.00         ZZ
                                         120        483,445.80          1
                                       5.625          5,348.19         49
                                       5.375          5,348.19
    PASADENA         MD   21122          2            10/08/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1751231185                           O            11/01/12
    0


    8226207          074/074             F          542,492.00         ZZ
                                         180        540,666.03          1
                                       6.250          4,651.45         70
                                       6.000          4,651.45
    HERNDON          VA   20171          5            10/08/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1761332677                           O            11/01/17
    0


    8226209          074/074             F          467,000.00         ZZ
                                         180        463,848.07          1
                                       6.250          4,004.16         39
                                       6.000          4,004.16
    WASHINGTON       DC   20008          2            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1761332735                           O            10/01/17
    0


    8226215          074/074             F          485,750.00         ZZ
                                         180        484,079.72          1
                                       6.000          4,099.03         67
                                       5.750          4,099.03
1


    MCLEAN           VA   22102          2            10/15/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1761332917                           O            11/01/17
    0


    8226219          074/074             F          613,650.00         ZZ
                                         180        609,419.29          1
                                       6.000          5,178.33         52
                                       5.750          5,178.33
    MCLEAN           VA   22102          2            10/04/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1761336011                           O            10/01/17
    0


    8226221          074/074             F          452,000.00         ZZ
                                         180        448,883.77          1
                                       6.000          3,814.23         51
                                       5.750          3,814.23
    GREAT FALLS      VA   22066          2            10/02/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1761336543                           O            10/01/17
    0


    8226223          074/074             F          400,000.00         ZZ
                                         180        398,609.86          1
                                       5.875          3,348.47         73
                                       5.625          3,348.47
    BLACKSBURG       VA   24060          1            10/08/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1785044906                           O            11/01/17
    0


    8226225          074/074             F          333,300.00         ZZ
                                         180        332,116.84          1
                                       5.625          2,745.50         41
                                       5.375          2,745.50
    NORTH ANDOVER    MA   01845          2            10/16/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1811132838                           O            11/01/17
    0


    8226227          074/074             F          390,000.00         ZZ
                                         180        388,630.15          1
                                       5.750          3,238.60         24
                                       5.500          3,238.60
    WELLESLEY        MA   02482          2            10/02/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1813185223                           O            11/01/17
    0
1




    8226229          074/074             F          492,000.00         ZZ
                                         180        488,643.80          1
                                       6.125          4,185.08         33
                                       5.875          4,185.08
    NEWTON           MA   02467          2            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1813190948                           O            10/01/17
    0


    8226233          074/074             F          576,000.00         ZZ
                                         180        571,986.60          1
                                       5.875          4,821.80         64
                                       5.625          4,821.80
    FARMINGTON       CT   06032          5            09/24/02         00
    1817264263                           03           11/01/02          0
    1817264263                           O            10/01/17
    0


    8226235          074/074             F          353,700.00         ZZ
                                         180        352,457.65          1
                                       5.750          2,937.16         60
                                       5.500          2,937.16
    FAIRFIELD        CT   06430          2            10/01/02         00
    1817263475                           05           12/01/02          0
    1817263475                           O            11/01/17
    0


    8226237          074/074             F          500,000.00         ZZ
                                         180        498,243.78          1
                                       5.750          4,152.05         57
                                       5.500          4,152.05
    WESTPORT         CT   06880          2            10/21/02         00
    1817267363                           05           12/01/02          0
    1817267363                           O            11/01/17
    0


    8226239          074/074             F          362,000.00         ZZ
                                         180        359,504.26          1
                                       6.000          3,054.76         69
                                       5.750          3,054.76
    FAIRFIELD        CT   06430          2            09/17/02         00
    1817268560                           05           11/01/02          0
    1817268560                           O            10/01/17
    0


    8226241          074/074             F          437,000.00         ZZ
                                         180        435,465.07          1
1


                                       5.750          3,628.89         46
                                       5.500          3,628.89
    COS COB          CT   06807          2            10/03/02         00
    1817269620                           05           12/01/02          0
    1817269620                           O            11/01/17
    0


    8226243          074/074             F          469,875.00         T
                                         180        466,531.24          1
                                       5.625          3,870.51         75
                                       5.375          3,870.51
    SOUTHAMPTON      NY   10021          1            10/04/02         00
    1818012175                           05           11/01/02          0
    1818012175                           O            10/01/17
    0


    8226245          074/074             F          325,000.00         T
                                         180        323,882.47          1
                                       6.000          2,742.53         45
                                       5.750          2,742.53
    PINE KNOLL SHOR  NC   28512          2            10/31/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1841175080                           O            11/01/17
    0


    8226249          074/074             F          370,751.00         ZZ
                                         180        360,814.65          1
                                       6.000          3,128.61         38
                                       5.750          3,128.61
    BRIARCLIFF MANO  NY   10510          2            08/12/02         00
    1137168758                           05           10/01/02          0
    1137168758                           O            09/01/17
    0


    8226251          074/074             F          350,000.00         ZZ
                                         180        348,757.57          1
                                       5.625          2,883.06         52
                                       5.375          2,883.06
    BROOKLYN         NY   11234          5            10/18/02         00
    1137179776                           05           12/01/02          0
    1137179776                           O            11/01/17
    0


    8226253          074/074             F          400,000.00         ZZ
                                         180        398,609.86          1
                                       5.875          3,348.47         79
                                       5.625          3,348.47
    BELL HARBOR      NY   11694          1            10/16/02         00
    1137203473                           05           12/01/02          0
1


    1137203473                           O            11/01/17
    0


    8226255          074/074             F          316,000.00         ZZ
                                         180        314,913.41          1
                                       6.000          2,666.59         64
                                       5.750          2,666.59
    HILLSDALE        NJ   07642          5            09/27/02         00
    1144351131                           05           12/01/02          0
    1144351131                           O            11/01/17
    0


    8226257          074/074             F          381,600.00         ZZ
                                         180        378,568.05          1
                                       6.125          3,245.99         69
                                       5.875          3,245.99
    MORRISTOWN       NJ   07960          2            09/25/02         00
    1144351696                           05           11/01/02          0
    1144351696                           O            10/01/17
    0


    8226259          074/074             F          350,000.00         ZZ
                                         180        348,744.38          1
                                       5.500          2,859.79         67
                                       5.250          2,859.79
    WESTFIELD        NJ   07090          5            09/27/02         00
    1144352713                           05           12/01/02          0
    1144352713                           O            11/01/17
    0


    8226261          074/074             F          332,600.00         ZZ
                                         180        331,456.33          1
                                       6.000          2,806.67         64
                                       5.750          2,806.67
    IRVINE           CA   92620          2            10/09/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1144357036                           O            11/01/17
    0


    8226263          074/074             F          373,100.00         T
                                         180        371,761.50          1
                                       5.500          3,048.54         50
                                       5.250          3,048.54
    TREMONTSEAL COV  ME   04674          2            10/23/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1144360052                           O            11/01/17
    0


1


    8226265          074/074             F          399,000.00         ZZ
                                         180        397,642.57          1
                                       6.125          3,393.99         80
                                       5.875          3,393.99
    MOORESTOWN TWP   NJ   08057          2            10/11/02         00
    1161277670                           05           12/01/02          0
    1161277670                           O            11/01/17
    0


    8226267          074/074             F          435,000.00         ZZ
                                         180        431,969.04          1
                                       5.875          3,641.47         63
                                       5.625          3,641.47
    YORK             PA   17403          2            09/25/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1163031659                           O            10/01/17
    0


    8226269          074/074             F          355,000.00         ZZ
                                         180        352,552.52          1
                                       6.000          2,995.69         65
                                       5.750          2,995.69
    HADDONFIELD BOR  NJ   08033          2            09/25/02         00
    1164015046                           05           11/01/02          0
    1164015046                           O            10/01/17
    0


    8226271          074/074             F          328,326.00         ZZ
                                         180        326,062.42          1
                                       6.000          2,770.60         75
                                       5.750          2,770.60
    ROCKVILLE        MD   20853          2            09/25/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1167001343                           O            10/01/17
    0


    8226273          074/074             F          386,000.00         ZZ
                                         180        383,366.90          1
                                       6.125          3,283.41         55
                                       5.875          3,283.41
    NORTHAMPTON      PA   18067          2            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1172253403                           O            10/01/17
    0


    8226277          074/074             F          350,000.00         ZZ
                                         180        348,731.08          1
                                       5.375          2,836.63         41
                                       5.125          2,836.63
1


    AMBLER           PA   19002          1            10/15/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1175122558                           O            11/01/17
    0


    8226279          074/074             F          465,000.00         ZZ
                                         180        463,401.07          1
                                       6.000          3,923.93         71
                                       5.750          3,923.93
    PARAMUS          NJ   07652          2            10/03/02         00
    1175153052                           05           12/01/02          0
    1175153052                           O            11/01/17
    0


    8226281          074/074             F          405,000.00         ZZ
                                         180        403,607.38          1
                                       6.000          3,417.62         64
                                       5.750          3,417.62
    NEWTOWN          PA   18940          2            10/23/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1175157905                           O            11/01/17
    0


    8226283          074/074             F          825,000.00         ZZ
                                         180        822,163.18          1
                                       6.000          6,961.82         75
                                       5.750          6,961.82
    CARVERSVILLE     PA   18913          1            10/11/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1175158715                           O            11/01/17
    0


    8226285          074/074             F          426,000.00         ZZ
                                         120        423,400.53          1
                                       6.000          4,729.47         45
                                       5.750          4,729.47
    BRYN MAWR        PA   19010          5            10/23/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1175160513                           O            11/01/12
    0


    8226287          074/074             F          475,000.00         ZZ
                                         180        473,366.68          1
                                       6.000          4,008.32         66
                                       5.750          4,008.32
    LANDENBERG       PA   19350          2            10/23/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1181170599                           O            11/01/17
    0
1




    8226289          074/074             F          355,000.00         ZZ
                                         180        352,526.46          1
                                       5.875          2,971.77         67
                                       5.625          2,971.77
    SWARTHMORE       PA   19801          2            09/23/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1181173258                           O            10/01/17
    0


    8226291          074/074             F          625,000.00         ZZ
                                         180        622,804.73          1
                                       5.750          5,190.06         53
                                       5.500          5,190.06
    SCOTTSDALE       AZ   85259          2            10/01/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1203114523                           O            11/01/17
    0


    8226293          074/074             F          520,300.00         ZZ
                                         180        518,491.77          1
                                       5.875          4,355.53         65
                                       5.625          4,355.53
    PARADISE VALLEY  AZ   85253          2            10/01/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1204066980                           O            11/01/17
    0


    8226295          074/074             F          400,000.00         ZZ
                                         180        395,896.63          1
                                       6.125          3,402.50         16
                                       5.875          3,402.50
    LA JOLLA         CA   92037          1            08/05/02         00
    TO BE ASSIGNED                       05           10/01/02          0
    1076031580                           O            09/01/17
    0


    8226297          074/074             F          590,500.00         ZZ
                                         180        586,428.91          1
                                       6.000          4,982.97         35
                                       5.750          4,982.97
    SPRING LAKE      NJ   07762          5            09/19/02         00
    1101407551                           05           11/01/02          0
    1101407551                           O            10/01/17
    0


    8226299          074/074             F          474,000.00         ZZ
                                         180        472,335.11          1
1


                                       5.750          3,936.14         71
                                       5.500          3,936.14
    EDGEWATER        NJ   07020          2            10/03/02         00
    1101425553                           03           12/01/02          0
    1101425553                           O            11/01/17
    0


    8226303          074/074             F          358,000.00         ZZ
                                         180        355,557.89          1
                                       6.125          3,045.24         66
                                       5.875          3,045.24
    HOPEWELL         NJ   08534          2            09/24/02         00
    1101432887                           05           11/01/02          0
    1101432887                           O            10/01/17
    0


    8226305          074/074             F          440,100.00         ZZ
                                         180        434,253.26          1
                                       6.500          3,833.74         69
                                       6.250          3,833.74
    LITTLETON        MA   01460          2            07/25/02         00
    TO BE ASSIGNED                       05           09/01/02          0
    1113353212                           O            08/01/17
    0


    8226307          074/074             F          392,000.00         ZZ
                                         180        389,239.65          1
                                       5.750          3,255.21         47
                                       5.500          3,255.21
    MIAMI            FL   33143          2            09/24/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1113375521                           O            10/01/17
    0


    8226309          074/074             F          360,000.00         ZZ
                                         180        357,440.72          1
                                       5.750          2,989.48         80
                                       5.500          2,989.48
    EVESHAM          NJ   08053          5            09/24/02         00
    1101456761                           05           11/01/02          0
    1101456761                           O            10/01/17
    0


    8226313          074/074             F          328,000.00         ZZ
                                         180        325,738.66          1
                                       6.000          2,767.85         73
                                       5.750          2,767.85
    EDISON           NJ   08820          2            09/26/02         00
    1101457549                           05           11/01/02          0
1


    1101457549                           O            10/01/17
    0


    8226317          074/074             F          401,250.00         ZZ
                                         180        395,919.36          1
                                       6.500          3,495.32         52
                                       6.250          3,495.32
    NEW YORK         NY   10025          1            07/18/02         00
    1111606420                           06           09/01/02          0
    1111606420                           O            08/01/17
    0


    8226319          074/074             F          428,000.00         ZZ
                                         180        422,313.99          1
                                       6.500          3,728.34         62
                                       6.250          3,728.34
    BLAUVELT         NY   10913          2            07/16/02         00
    1111606554                           05           09/01/02          0
    1111606554                           O            08/01/17
    0


    8226321          074/074             F          350,000.00         ZZ
                                         180        345,200.48          1
                                       6.125          2,977.19         37
                                       5.875          2,977.19
    ALBERTSON        NY   11507          5            07/26/02         00
    1111606780                           05           09/01/02          0
    1111606780                           O            08/01/17
    0


    8226323          074/074             F          328,500.00         ZZ
                                         180        325,338.80          1
                                       6.875          2,929.75         72
                                       6.625          2,929.75
    STONE RIDGE      NY   12484          5            07/30/02         00
    1111609213                           05           10/01/02          0
    1111609213                           O            09/01/17
    0


    8226325          074/074             F        1,000,000.00         ZZ
                                         180        986,714.89          1
                                       6.500          8,711.08         35
                                       6.250          8,711.08
    NEW YORK         NY   10013          5            07/17/02         00
    1111612728                           08           09/01/02          0
    1111612728                           O            08/01/17
    0


1


    8226329          074/074             F          450,000.00         T
                                         180        446,995.03          1
                                       6.375          3,889.13         63
                                       6.125          3,889.13
    NEW YORK         NY   10016          1            09/24/02         00
    1111620679                           06           11/01/02          0
    1111620679                           O            10/01/17
    0


    8226331          074/074             F          340,000.00         ZZ
                                         180        337,680.67          1
                                       6.125          2,892.13         33
                                       5.875          2,892.13
    NEW YORK         NY   10021          2            09/13/02         00
    1111633025                           10           11/01/02          0
    1111633025                           O            10/01/17
    0


    8226337          074/074             F          500,000.00         ZZ
                                         180        498,262.32          1
                                       5.875          4,185.60         59
                                       5.625          4,185.60
    SAG HARBOR       NY   11963          1            10/03/02         00
    1111637820                           05           12/01/02          0
    1111637820                           O            11/01/17
    0


    8226339          074/074             F          382,000.00         ZZ
                                         180        380,672.41          1
                                       5.875          3,197.80         53
                                       5.625          3,197.80
    LARCHMONT        NY   10538          2            10/11/02         00
    1111646344                           05           12/01/02          0
    1111646344                           O            11/01/17
    0


    8226341          074/074             F          557,000.00         ZZ
                                         180        555,043.57          1
                                       5.750          4,625.39         54
                                       5.500          4,625.39
    NEW YORK         NY   10025          2            10/07/02         00
    1111647595                           10           12/01/02          0
    1111647595                           O            11/01/17
    0


    8226343          074/074             F          535,000.00         ZZ
                                         180        533,179.88          1
                                       6.125          4,550.85         39
                                       5.875          4,550.85
1


    NEW YORK         NY   10017          5            10/02/02         00
    1111654386                           06           12/01/02          0
    1111654386                           O            11/01/17
    0


    8226345          074/074             F          337,500.00         ZZ
                                         180        336,314.55          1
                                       5.750          2,802.64         90
                                       5.500          2,802.64
    BARDONIA         NY   10594          1            10/03/02         14
    1111656938                           05           12/01/02         12
    1111656938                           O            11/01/17
    0


    8226347          074/074             F          765,000.00         ZZ
                                         180        762,369.49          1
                                       6.000          6,455.51         60
                                       5.750          6,455.51
    NEW YORK         NY   10021          1            10/09/02         00
    1111660630                           10           12/01/02          0
    1111660630                           O            11/01/17
    0


    8226349          074/074             F          462,000.00         ZZ
                                         180        444,602.89          1
                                       5.250          3,713.92         31
                                       5.000          3,713.92
    NEW CANAAN       CT   06840          2            09/20/02         00
    1114945862                           05           11/01/02          0
    1114945862                           O            10/01/17
    0


    8226351          074/074             F          385,000.00         ZZ
                                         180        382,226.53          1
                                       5.625          3,171.37         65
                                       5.375          3,171.37
    POWELL           OH   43065          2            09/25/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1114957205                           O            10/01/17
    0


    8226353          074/074             F          326,000.00         ZZ
                                         180        323,680.09          1
                                       5.625          2,685.37         33
                                       5.375          2,685.37
    LA JOLLA         CA   92037          2            09/23/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1114969088                           O            10/01/17
    0
1




    8226355          074/074             F          358,000.00         ZZ
                                         180        355,425.46          1
                                       5.500          2,925.16         44
                                       5.250          2,925.16
    HOUSTON          TX   77005          2            09/26/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1114978840                           O            10/01/17
    0


    8226357          074/074             F          538,000.00         ZZ
                                         180        536,028.89          1
                                       5.250          4,324.86         74
                                       5.000          4,324.86
    GARDEN CITY      NY   11530          2            10/09/02         00
    1115757314                           05           12/01/02          0
    1115757314                           O            11/01/17
    0


    8226359          074/074             F          815,000.00         ZZ
                                         180        812,197.57          1
                                       6.000          6,877.43         66
                                       5.750          6,877.43
    BROOKLYN         NY   11215          5            10/16/02         00
    1116090914                           05           12/01/02          0
    1116090914                           O            11/01/17
    0


    8226361          074/074             F          557,500.00         ZZ
                                         180        555,603.34          1
                                       6.125          4,742.23         35
                                       5.875          4,742.23
    SARATOGA         CA   95070          5            10/15/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1120051665                           O            11/01/17
    0


    8226363          074/074             F          652,500.00         ZZ
                                         180        650,280.14          1
                                       6.125          5,550.33         75
                                       5.875          5,550.33
    WASHINGTON       DC   20002          2            10/08/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1120054302                           O            11/01/17
    0


    8226365          074/074             F          339,000.00         ZZ
                                         180        337,846.69          1
1


                                       6.125          2,883.62         75
                                       5.875          2,883.62
    HASBROUCK HEIGH  NJ   07604          5            10/07/02         00
    1120059882                           05           12/01/02          0
    1120059882                           O            11/01/17
    0


    8226367          074/074             F          393,015.00         ZZ
                                         180        391,692.15          1
                                       6.250          3,369.80         44
                                       6.000          3,369.80
    STUDIO CITY      CA   91604          2            10/08/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1126117642                           O            11/01/17
    0


    8226371          074/074             F          419,900.00         ZZ
                                         180        418,440.70          1
                                       5.875          3,515.06         50
                                       5.625          3,515.06
    PEOA             UT   84061          2            10/10/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1126129710                           O            11/01/17
    0


    8226373          074/074             F          620,000.00         ZZ
                                         180        617,890.70          1
                                       6.125          5,273.88         71
                                       5.875          5,273.88
    LOS ANGELES      CA   90024          2            10/07/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1126129925                           O            11/01/17
    0


    8226375          074/074             F          350,000.00         ZZ
                                         180        337,070.09          1
                                       6.750          3,097.18         51
                                       6.500          3,097.18
    COLD SPRING HAR  NY   11724          5            01/28/02         00
    1134063028                           05           04/01/02          0
    1134063028                           O            03/01/17
    0


    8226377          074/074             F          357,500.00         ZZ
                                         180        355,213.02          1
                                       5.750          2,968.72         58
                                       5.500          2,968.72
    TAPPAN           NY   10983          5            10/10/02         00
    1134092092                           05           12/01/02          0
1


    1134092092                           O            11/01/17
    0


    8226383          074/074             F          510,000.00         ZZ
                                         180        506,594.37          1
                                       6.375          4,407.68         40
                                       6.125          4,407.68
    ST JAMES         NY   11780          2            09/25/02         00
    1134112644                           05           11/01/02          0
    1134112644                           O            10/01/17
    0


    8226385          074/074             F          506,250.00         T
                                         180        504,564.18          1
                                       6.375          4,375.27         75
                                       6.125          4,375.27
    CLINTON CORNERS  NY   12514          1            10/02/02         00
    1134126569                           05           12/01/02          0
    1134126569                           O            11/01/17
    0


    8226387          074/074             F          333,000.00         ZZ
                                         180        329,002.64          1
                                       6.250          2,855.22         52
                                       6.000          2,855.22
    GREENWICH        CT   06830          2            08/19/02         00
    1134131558                           01           10/01/02          0
    1134131558                           O            09/01/17
    0


    8226389          074/074             F          394,000.00         ZZ
                                         180        390,278.63          1
                                       6.000          3,324.80         78
                                       5.750          3,324.80
    SPRINGFIELD      NJ   07081          2            09/25/02         00
    1134131591                           05           11/01/02          0
    1134131591                           O            10/01/17
    0


    8226393          074/074             F          450,000.00         T
                                         180        446,897.54          1
                                       6.000          3,797.36         46
                                       5.750          3,797.36
    COLD SPRING      NY   10516          2            09/05/02         00
    1134132299                           05           11/01/02          0
    1134132299                           O            10/01/17
    0


1


    8226395          074/074             F          400,000.00         ZZ
                                         180        398,639.17          1
                                       6.125          3,402.50         25
                                       5.875          3,402.50
    NEW ROCHELLE     NY   10804          2            10/11/02         00
    1134133870                           05           12/01/02          0
    1134133870                           O            11/01/17
    0


    8226399          074/074             F          593,000.00         ZZ
                                         180        590,982.56          1
                                       6.125          5,044.21         53
                                       5.875          5,044.21
    DARIEN           CT   06820          2            10/15/02         00
    1134136416                           05           12/01/02          0
    1134136416                           O            11/01/17
    0


    8226401          074/074             F          987,000.00         ZZ
                                         180        983,533.23          1
                                       5.750          8,196.15         31
                                       5.500          8,196.15
    WESTON           CT   06883          2            10/16/02         00
    1134143397                           05           12/01/02          0
    1134143397                           O            11/01/17
    0


    8226403          074/074             F          414,800.00         ZZ
                                         180        410,678.20          1
                                       6.500          3,613.35         70
                                       6.250          3,613.35
    SCARSDALE        NY   10583          2            08/02/02         00
    1135047231                           05           10/01/02          0
    1135047231                           O            09/01/17
    0


    8226407          074/074             F          405,000.00         ZZ
                                         180        403,562.33          1
                                       5.625          3,336.11         70
                                       5.375          3,336.11
    MAHWAH           NJ   07430          2            10/09/02         00
    1135060524                           05           12/01/02          0
    1135060524                           O            11/01/17
    0


    8226411          074/074             F          590,000.00         T
                                         180        587,905.61          1
                                       5.625          4,860.02         22
                                       5.375          4,860.02
1


    MANTOLOKING      NJ   08738          2            10/18/02         00
    1135062202                           05           12/01/02          0
    1135062202                           O            11/01/17
    0


    8226413          074/074             F          325,000.00         ZZ
                                         180        323,834.06          1
                                       5.500          2,655.52         77
                                       5.250          2,655.52
    MELVILLE         NY   11747          5            09/30/02         00
    1135064718                           05           12/01/02          0
    1135064718                           O            11/01/17
    0


    8226415          074/074             F          520,000.00         ZZ
                                         180        507,583.57          1
                                       6.250          4,458.60         58
                                       6.000          4,458.60
    PLEASANTVILLE    NY   10570          2            08/05/02         00
    1135066622                           05           10/01/02          0
    1135066622                           O            09/01/17
    0


    8226417          074/074             F          785,000.00         ZZ
                                         180        782,183.81          1
                                       5.500          6,414.11         50
                                       5.250          6,414.11
    RYE              NY   10580          1            10/18/02         00
    1135074755                           05           12/01/02          0
    1135074755                           O            11/01/17
    0


    8226419          074/074             F          400,000.00         ZZ
                                         180        386,908.50          1
                                       6.875          3,567.42         67
                                       6.625          3,567.42
    BAYSIDE          NY   11427          5            01/04/02         00
    1136067290                           05           03/01/02          0
    1136067290                           O            02/01/17
    0


    8226421          074/074             F          495,000.00         ZZ
                                         180        493,315.97          1
                                       6.125          4,210.59         63
                                       5.875          4,210.59
    ST JAMES         NY   11780          5            10/04/02         00
    1136135254                           05           12/01/02          0
    1136135254                           O            11/01/17
    0
1




    8226425          074/074             F          550,000.00         ZZ
                                         180        548,068.16          1
                                       5.750          4,567.26         61
                                       5.500          4,567.26
    ROSLYN HEIGHTS   NY   11577          1            10/04/02         00
    1136154485                           05           12/01/02          0
    1136154485                           O            11/01/17
    0


    8226427          074/074             F          565,000.00         ZZ
                                         180        561,104.71          1
                                       6.000          4,767.79         69
                                       5.750          4,767.79
    MANHASSET        NY   11030          5            09/24/02         00
    1136169686                           05           11/01/02          0
    1136169686                           O            10/01/17
    0


    8226429          074/074             F          404,000.00         ZZ
                                         180        402,610.82          1
                                       6.000          3,409.18         80
                                       5.750          3,409.18
    FRESH MEADOWS    NY   11365          1            10/07/02         00
    1136169915                           05           12/01/02          0
    1136169915                           O            11/01/17
    0


    8226433          074/074             F          339,000.00         ZZ
                                         180        337,796.61          1
                                       5.625          2,792.45         65
                                       5.375          2,792.45
    PLAINVIEW        NY   11803          5            10/04/02         00
    1136175372                           05           12/01/02          0
    1136175372                           O            11/01/17
    0


    8226437          074/074             F          760,000.00         ZZ
                                         180        754,704.53          1
                                       5.875          6,362.10         47
                                       5.625          6,362.10
    GREAT NECK       NY   11020          2            09/25/02         00
    1136193148                           05           11/01/02          0
    1136193148                           O            10/01/17
    0


    8226439          074/074             F          493,000.00         T
                                         180        489,564.93          1
1


                                       5.875          4,126.99         50
                                       5.625          4,126.99
    NOYAC            NY   11968          2            09/25/02         00
    1136193159                           05           11/01/02          0
    1136193159                           O            10/01/17
    0


    8226441          074/074             F          475,000.00         ZZ
                                         180        465,181.50          1
                                       5.625          3,912.73         71
                                       5.375          3,912.73
    ROSLYN HARBOR    NY   11576          5            09/25/02         00
    1136193308                           05           11/01/02          0
    1136193308                           O            10/01/17
    0


    8226443          074/074             F          380,000.00         ZZ
                                         180        376,101.77          1
                                       6.125          3,232.38         75
                                       5.875          3,232.38
    NEW HYDE PARK    NY   11040          5            08/13/02         00
    1137072740                           05           10/01/02          0
    1137072740                           O            09/01/17
    0


    8226445          074/074             F           65,000.00         ZZ
                                         180         64,556.59          1
                                       6.125            552.91         49
                                       5.875            552.91
    KEW GARDENS      NY   11415          5            09/25/02         00
    1137109090                           10           11/01/02          0
    1137109090                           O            10/01/17
    0


    8226447          074/074             F          175,000.00         ZZ
                                         180        158,729.68          2
                                       6.125          1,488.59         50
                                       5.875          1,488.59
    BRONX            NY   10469          1            09/12/02         00
    1137116470                           05           11/01/02          0
    1137116470                           N            10/01/17
    0


    8226449          074/074             F          500,000.00         ZZ
                                         180        498,298.95          1
                                       6.125          4,253.13         44
                                       5.875          4,253.13
    BROOKLYN         NY   11215          2            10/02/02         00
    1137145672                           10           12/01/02          0
1


    1137145672                           O            11/01/17
    0


    8226453          074/074             F          930,000.00         ZZ
                                         180        923,588.27          1
                                       6.000          7,847.87         50
                                       5.750          7,847.87
    BROOKLYN         NY   11235          2            09/20/02         00
    1137165487                           05           11/01/02          0
    1137165487                           O            10/01/17
    0


    8226455          074/074             F          675,000.00         ZZ
                                         180        670,245.91          1
                                       6.375          5,833.69         75
                                       6.125          5,833.69
    BROOKLYN         NY   11235          1            09/30/02         00
    1137165749                           05           11/01/02          0
    1137165749                           O            10/01/17
    0


    8226459          074/074             F          326,000.00         ZZ
                                         120        324,010.73          1
                                       6.000          3,619.27         55
                                       5.750          3,619.27
    HOUSTON          TX   77024          2            10/10/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1521114440                           O            11/01/12
    0


    8226463          074/074             F          793,375.00         ZZ
                                         180        790,588.32          1
                                       5.750          6,588.27         38
                                       5.500          6,588.27
    HOUSTON          TX   77056          2            10/14/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1521114677                           O            11/01/17
    0


    8226491          074/074             F          361,635.00         ZZ
                                         180        360,391.50          1
                                       6.000          3,051.68         66
                                       5.750          3,051.68
    HOUSTON          TX   77007          2            10/25/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1521115727                           O            11/01/17
    0


1


    8226493          074/074             F          373,300.00         ZZ
                                         180        372,002.65          1
                                       5.875          3,124.96         74
                                       5.625          3,124.96
    HOUSTON          TX   77057          2            10/22/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1521115782                           O            11/01/17
    0


    8226495          074/074             F          476,700.00         ZZ
                                         180        475,060.83          1
                                       6.000          4,022.67         80
                                       5.750          4,022.67
    UNIVERSITY PARK  TX   75205          2            10/11/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1524106584                           O            11/01/17
    0


    8226497          074/074             F          380,000.00         ZZ
                                         180        378,679.37          1
                                       5.875          3,181.05         68
                                       5.625          3,181.05
    FORT WORTH       TX   76132          2            10/24/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1524111256                           O            11/01/17
    0


    8226501          074/074             F          476,700.00         ZZ
                                         180        473,413.46          1
                                       6.000          4,022.67         77
                                       5.750          4,022.67
    HIGHLAND PARK    TX   75205          2            09/23/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1524113150                           O            10/01/17
    0


    8226503          074/074             F          477,600.00         ZZ
                                         180        475,957.74          1
                                       6.000          4,030.26         71
                                       5.750          4,030.26
    PLANO            TX   75093          2            10/25/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1524118528                           O            11/01/17
    0


    8226507          074/074             F          486,610.00         ZZ
                                         180        484,882.62          1
                                       5.625          4,008.36         67
                                       5.375          4,008.36
1


    DALLAS           TX   75220          2            10/25/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1524122897                           O            11/01/17
    0


    8226509          074/074             F           57,950.00         ZZ
                                         180         57,380.26          3
                                       6.625            508.80         95
                                       6.375            508.80
    SAN ANTONIO      TX   78210          1            08/29/02         14
    TO BE ASSIGNED                       05           10/01/02         25
    1526149840                           O            09/01/17
    0


    8226511          074/074             F          484,200.00         ZZ
                                         120        481,138.46          1
                                       5.625          5,284.88         64
                                       5.375          5,284.88
    SAN ANTONIO      TX   78230          2            10/03/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1526154704                           O            11/01/12
    0


    8226515          074/074             F          315,380.00         ZZ
                                         180        314,245.76          1
                                       5.500          2,576.92         64
                                       5.250          2,576.92
    OLMOS PARK       TX   78212          2            10/15/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1526156368                           O            11/01/17
    0


    8226517          074/074             F          583,000.00         ZZ
                                         180        578,980.60          1
                                       6.000          4,919.69         49
                                       5.750          4,919.69
    SAN ANTONIO      TX   78217          2            09/30/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1526159173                           O            10/01/17
    0


    8226519          074/074             F          699,250.00         ZZ
                                         180        694,429.14          1
                                       6.000          5,900.67         69
                                       5.750          5,900.67
    BOERNE           TX   78006          2            09/24/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1526159184                           O            10/01/17
    0
1




    8226521          074/074             F          718,250.00         ZZ
                                         180        713,245.44          1
                                       5.875          6,012.60         65
                                       5.625          6,012.60
    THE WOODLANDS    TX   77381          1            09/23/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1532111069                           O            10/01/17
    0


    8226523          074/074             F          360,800.00         ZZ
                                         180        358,286.06          1
                                       5.875          3,020.32         79
                                       5.625          3,020.32
    THE WOODLANDS    TX   77382          2            09/27/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    1532111987                           O            10/01/17
    0


    8226527          074/074             F          500,000.00         ZZ
                                         180        498,262.33          1
                                       5.875          4,185.59         72
                                       5.625          4,185.59
    THE WOODLANDS    TX   77381          2            10/18/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1532112662                           O            11/01/17
    0


    8226531          074/074             F          425,680.00         ZZ
                                         180        424,184.83          1
                                       5.750          3,534.89         80
                                       5.500          3,534.89
    TULSA            OK   74114          5            10/08/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1532114420                           O            11/01/17
    0


    8226533          074/074             F          440,150.00         ZZ
                                         180        438,587.54          1
                                       5.625          3,625.66         74
                                       5.375          3,625.66
    SOUTHLAKE        TX   76092          2            10/02/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1532115762                           O            11/01/17
    0


    8226535          074/074             F          484,500.00         ZZ
                                         180        482,780.11          1
1


                                       5.625          3,990.98         80
                                       5.375          3,990.98
    KATY             TX   77450          2            10/15/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1532117291                           O            11/01/17
    0


    8226539          074/074             F          466,000.00         ZZ
                                         120        463,078.51          1
                                       5.500          5,057.32         65
                                       5.250          5,057.32
    HOUSTON          TX   77024          2            10/31/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1532121018                           O            11/01/12
    0


    8226541          074/074             F          818,000.00         ZZ
                                         180        807,017.09          1
                                       6.375          7,069.57         75
                                       6.125          7,069.57
    OCALA            FL   34480          2            07/19/02         00
    TO BE ASSIGNED                       05           09/01/02          0
    1533439861                           O            08/01/17
    0


    8226543          074/074             F          420,000.00         ZZ
                                         180        417,073.55          1
                                       5.875          3,515.90         77
                                       5.625          3,515.90
    WINTER HAVEN     FL   33880          2            09/19/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1533468928                           O            10/01/17
    0


    8226545          074/074             F          385,000.00         ZZ
                                         180        383,647.71          1
                                       5.750          3,197.08         80
                                       5.500          3,197.08
    WINTER SPRINGS   FL   32708          2            10/16/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1533476493                           O            11/01/17
    0


    8226547          074/074             F          440,000.00         ZZ
                                         180        436,934.19          1
                                       5.875          3,683.33         80
                                       5.625          3,683.33
    ORLANDO          FL   32819          5            09/25/02         00
    TO BE ASSIGNED                       05           11/01/02          0
1


    1533477995                           O            10/01/17
    0


    8226549          074/074             F          540,000.00         ZZ
                                         180        538,103.28          1
                                       5.750          4,484.22         74
                                       5.500          4,484.22
    SAINT PETERSBUR  FL   33704          5            10/15/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1533480606                           O            11/01/17
    0


    8226551          074/074             F          387,000.00         ZZ
                                         180        384,360.06          1
                                       6.125          3,291.92         36
                                       5.875          3,291.92
    LARGO            FL   33774          2            09/30/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1533486330                           O            10/01/17
    0


    8226553          074/074             F          380,000.00         ZZ
                                         180        378,693.34          1
                                       6.000          3,206.66         63
                                       5.750          3,206.66
    PONTE VEDRA BEA  FL   32082          5            10/02/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1533489917                           O            11/01/17
    0


    8226555          074/074             F          620,000.00         ZZ
                                         180        617,868.08          1
                                       6.000          5,231.92         63
                                       5.750          5,231.92
    MADEIRA BEACH    FL   33708          2            10/01/02         00
    TO BE ASSIGNED                       01           12/01/02          0
    1533491726                           O            11/01/17
    0


    8226557          074/074             F          862,500.00         ZZ
                                         180        859,596.91          1
                                       6.250          7,395.28         75
                                       6.000          7,395.28
    APOLLO BEACH     FL   33572          5            10/11/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1533492638                           O            11/01/17
    0


1


    8226559          074/074             F          475,000.00         ZZ
                                         180        473,331.59          1
                                       5.750          3,944.45         46
                                       5.500          3,944.45
    SAINT PETERSBUR  FL   33704          5            10/10/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1533496082                           O            11/01/17
    0


    8226561          074/074             F          479,300.00         ZZ
                                         180        477,634.26          1
                                       5.875          4,012.31         69
                                       5.625          4,012.31
    ORLANDO          FL   32817          5            10/15/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1533497802                           O            11/01/17
    0


    8226563          074/074             F          332,000.00         ZZ
                                         120        329,946.49          1
                                       5.750          3,644.34         40
                                       5.500          3,644.34
    HOUSTON          TX   77007          2            10/01/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    1539263258                           O            11/01/12
    0


    8226565          074/074             F          486,000.00         ZZ
                                         180        482,684.74          2
                                       6.125          4,134.04         56
                                       5.875          4,134.04
    SAN FRANCISCO    CA   94110          5            09/13/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    1561718284                           O            10/01/17
    0


    8226569          074/074             F          450,000.00         ZZ
                                         180        448,452.64          1
                                       6.000          3,797.36         44
                                       5.750          3,797.36
    BURLINGAME       CA   94010          2            10/12/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1561740556                           O            11/01/17
    0


    8226573          074/074             F          524,000.00         ZZ
                                         180        522,178.91          1
                                       5.875          4,386.51         50
                                       5.625          4,386.51
1


    HILLSBORO        OR   97124          5            10/04/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    1561731227                           O            11/01/17
    0


    8253999          736/M32             F          329,000.00         ZZ
                                         180        324,488.45          1
                                       6.125          2,798.56         83
                                       5.875          2,798.56
    AUSTIN           TX   78733          2            07/12/02         01
    TO BE ASSIGNED                       05           09/01/02         12
    0080240476                           O            08/01/17
    0


    8254013          736/M32             F          176,000.00         ZZ
                                         180        175,039.98          1
                                       6.000          1,485.19         80
                                       5.750          1,485.19
    SAINT CLAIR SHO  MI   48080          5            10/22/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0080637460                           O            11/01/17
    0


    8254029          736/M32             F          385,000.00         ZZ
                                         180        383,647.71          1
                                       5.750          3,197.08         79
                                       5.500          3,197.08
    DENVILLE         NJ   07834          5            10/23/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0080646064                           O            11/01/17
    0


    8254047          736/M32             F          380,000.00         ZZ
                                         180        378,644.91          1
                                       5.750          3,155.56         60
                                       5.500          3,155.56
    LINCOLNWOOD      IL   60712          2            10/16/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107045841                           O            11/01/17
    0
1



   TOTAL NUMBER OF LOANS   :        451

   TOTAL ORIGINAL BALANCE  :   211,469,194.67

   TOTAL PRINCIPAL BALANCE :   209,389,729.32

   TOTAL ORIGINAL P+I      :     1,797,006.24

   TOTAL CURRENT P+I       :     1,797,006.24


                             ***************************
                             *      END OF REPORT      *
                             ***************************


                                      F-1-1

<PAGE>



                                   EXHIBIT F-2

                             GROUP II LOAN SCHEDULE

                           TO BE PROVIDED UPON REQUEST

  RUN ON     : 12/24/02           RFC DISCLOSURE SYSTEM       RFFSDFIX-01
  AT         : 08.58.33           FIXED PASSTHRU REPORT       AMORTIZED BALANCE
  SERIES     : RAMP 2002-RM1  30 YR                           CUTOFF : 12/01/02
  POOL       : 0004650
             :
             :
  POOL STATUS: F

    RFC LOAN NUMBER                      SUB SERV FEE
    PRINCIPAL BALANCE                    MSTR SERV FEE
    CURR NOTE RATE                       ALL EXP
    RFC NET RATE                         MISC EXP
    NET MTG RATE(INVSTR RATE)            SPREAD
    POST STRIP RATE                      STRIP
  -----------------------------------------------------------------------------

      4129579                              .5000
          906.23                          .0300
            8.5000                         .0000
            8.0000                         .0000
            7.9700                         .0000
            6.0000                        1.9700

      4690161                              .5000
       48,923.23                          .0300
            7.9900                         .0000
            7.4900                         .0000
            7.4600                         .0000
            6.0000                        1.4600

      4690163                              .5000
       45,206.33                          .0300
            8.9900                         .0000
            8.4900                         .0000
            8.4600                         .0000
            6.0000                        2.4600

      4690170                              .5000
      103,128.04                          .0300
            8.9900                         .0000
            8.4900                         .0000
            8.4600                         .0000
            6.0000                        2.4600

      4690367                              .5000
       29,858.28                          .0300
            9.1500                         .0000
            8.6500                         .0000
            8.6200                         .0000
            6.0000                        2.6200

      4690402                              .5000
       35,962.99                          .0300
           11.2500                         .0000
           10.7500                         .0000
           10.7200                         .0000
            6.0000                        4.7200
1



      5105844                              .3750
      156,502.36                          .0300
            6.7500                         .0000
            6.3750                         .0000
            6.3450                         .0000
            6.0000                         .3450

      5123571                              .2500
       19,701.36                          .0300
           11.0000                         .0000
           10.7500                         .0000
           10.7200                         .0000
            6.0000                        4.7200

      5182741                              .2500
      131,835.69                          .0300
            7.3750                         .0000
            7.1250                         .0000
            7.0950                         .0000
            6.0000                        1.0950

      5698211                              .2500
      860,859.62                          .0300
            8.0000                         .0000
            7.7500                         .0000
            7.7200                         .0000
            6.0000                        1.7200

      5698645                              .2500
       64,901.29                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            6.0000                         .3450

      5698729                              .2500
       69,684.16                          .0300
            5.7500                         .0000
            5.5000                         .0000
            5.4700                         .0000
            5.4700                         .0000

      6092648                              .2500
      144,726.02                          .0300
            7.2500                         .0000
            7.0000                         .0000
            6.9700                         .0000
            6.0000                         .9700

      6911309                              .2500
       44,476.81                          .0300
           12.3750                         .0000
           12.1250                         .0000
           12.0950                         .0000
            6.0000                        6.0950
1



      6911329                              .2500
      490,426.64                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      6911331                              .2500
      289,533.64                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      6911345                              .2500
      273,393.83                          .0300
            7.3750                         .0000
            7.1250                         .0000
            7.0950                         .0000
            6.0000                        1.0950

      6911347                              .2500
      350,135.33                          .0300
            7.3750                         .0000
            7.1250                         .0000
            7.0950                         .0000
            6.0000                        1.0950

      6911361                              .2500
      468,481.96                          .0300
            7.2500                         .0000
            7.0000                         .0000
            6.9700                         .0000
            6.0000                         .9700

      6911439                              .2500
      394,266.10                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      6911471                              .2500
      277,011.22                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      6911479                              .2500
      335,081.43                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            6.0000                         .2200
1



      6911487                              .2500
      336,288.93                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            6.0000                         .3450

      6911491                              .2500
      280,833.66                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            6.0000                         .4700

      6911495                              .2500
      281,584.72                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      6911497                              .2500
      323,883.87                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      6911501                              .2500
      380,048.09                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            6.0000                         .4700

      6911503                              .2500
      333,402.56                          .0300
            7.3750                         .0000
            7.1250                         .0000
            7.0950                         .0000
            6.0000                        1.0950

      6926002                              .2500
       47,763.95                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      6926014                              .2500
       61,905.15                          .0300
            7.1250                         .0000
            6.8750                         .0000
            6.8450                         .0000
            6.0000                         .8450
1



      6926030                              .2500
       61,695.45                          .0300
            7.1250                         .0000
            6.8750                         .0000
            6.8450                         .0000
            6.0000                         .8450

      6926118                              .2500
       44,455.87                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.8450                         .0000

      6926152                              .2500
      102,931.72                          .0300
            5.8750                         .0000
            5.6250                         .0000
            5.5950                         .0000
            5.5950                         .0000

      6926182                              .2500
      115,379.83                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            6.0000                         .4700

      6926246                              .2500
       46,718.49                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            6.0000                         .3450

      6926258                              .2500
       56,839.72                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            6.0000                         .0950

      6926274                              .2500
       59,719.57                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.8450                         .0000

      6926298                              .2500
       54,226.56                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200
1



      6926326                              .2500
       41,230.02                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      6926330                              .2500
       84,455.80                          .0300
            7.1250                         .0000
            6.8750                         .0000
            6.8450                         .0000
            6.0000                         .8450

      6926364                              .2500
       41,684.32                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      6926456                              .2500
       49,158.54                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      6926466                              .2500
      105,304.55                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.8450                         .0000

      6926472                              .2500
       34,169.58                          .0300
            7.1250                         .0000
            6.8750                         .0000
            6.8450                         .0000
            6.0000                         .8450

      6926526                              .2500
       48,161.80                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            6.0000                         .4700

      6926530                              .2500
       33,236.08                          .0300
            7.1250                         .0000
            6.8750                         .0000
            6.8450                         .0000
            6.0000                         .8450
1



      6926608                              .2500
       79,883.79                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            6.0000                         .4700

      6926628                              .2500
       58,750.79                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.7200                         .0000

      6926634                              .2500
       46,964.17                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      6926760                              .2500
       24,913.08                          .0300
            5.7500                         .0000
            5.5000                         .0000
            5.4700                         .0000
            5.4700                         .0000

      6926762                              .2500
       47,621.26                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      6926788                              .2500
       43,598.44                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            6.0000                         .4700

      6926842                              .2500
       72,875.58                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      6926880                              .2500
       81,430.29                          .0300
            5.3750                         .0000
            5.1250                         .0000
            5.0950                         .0000
            5.0950                         .0000
1



      6926884                              .2500
       65,665.11                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.9700                         .0000

      6926886                              .2500
       89,183.66                          .0300
            5.3750                         .0000
            5.1250                         .0000
            5.0950                         .0000
            5.0950                         .0000

      6926906                              .2500
       33,832.68                          .0300
            5.3750                         .0000
            5.1250                         .0000
            5.0950                         .0000
            5.0950                         .0000

      6926924                              .2500
       49,785.99                          .0300
            5.8750                         .0000
            5.6250                         .0000
            5.5950                         .0000
            5.5950                         .0000

      6926936                              .2500
       47,684.08                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.9700                         .0000

      6926940                              .2500
       54,880.19                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            6.0000                         .3450

      6927016                              .2500
       47,640.49                          .0300
            5.6250                         .0000
            5.3750                         .0000
            5.3450                         .0000
            5.3450                         .0000

      6927040                              .2500
       51,723.69                          .0300
            6.8300                         .0000
            6.5800                         .0000
            6.5500                         .0000
            6.0000                         .5500
1



      6927054                              .2500
       47,832.80                          .0300
            7.1250                         .0000
            6.8750                         .0000
            6.8450                         .0000
            6.0000                         .8450

      6927104                              .2500
       73,718.20                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            6.0000                         .0950

      6927112                              .2500
       47,752.11                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      6927182                              .2500
       63,597.54                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            6.0000                         .0950

      6959981                              .2500
      453,024.84                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      6959983                              .2500
      507,409.21                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            6.0000                         .3450

      6959989                              .2500
      270,983.81                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      6959997                              .2500
      341,818.25                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            6.0000                         .3450
1



      7046347                              .2500
      297,286.36                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            6.0000                         .3450

      7087886                              .2500
      271,934.50                          .0300
            8.5000                         .0000
            8.2500                         .0000
            8.2200                         .0000
            6.0000                        2.2200

      7088066                              .2500
      101,824.70                          .0300
           10.8750                         .0000
           10.6250                         .0000
           10.5950                         .0000
            6.0000                        4.5950

      7088206                              .2500
      114,436.85                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      7088916                              .2500
       47,066.14                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      7089144                              .2500
      157,615.65                          .0300
            7.3750                         .0000
            7.1250                         .0000
            7.0950                         .0000
            6.0000                        1.0950

      7089206                              .3750
       93,393.18                          .0300
            7.7500                         .0000
            7.3750                         .0000
            7.3450                         .0000
            6.0000                        1.3450

      7089290                              .2500
      147,056.33                          .0300
            7.1250                         .0000
            6.8750                         .0000
            6.8450                         .0000
            6.0000                         .8450
1



      7089418                              .2500
       48,439.33                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      7089482                              .2500
       48,944.97                          .0300
            8.3750                         .0000
            8.1250                         .0000
            8.0950                         .0000
            6.0000                        2.0950

      7089518                              .2500
      271,799.47                          .0300
            7.1250                         .0000
            6.8750                         .0000
            6.8450                         .0000
            6.0000                         .8450

      7367011                              .8500
       59,189.96                          .0300
            6.8750                         .0000
            6.0250                         .0000
            5.9950                         .0000
            5.9950                         .0000

      7367013                              .8500
      197,932.35                          .0300
            7.2500                         .0000
            6.4000                         .0000
            6.3700                         .0000
            6.0000                         .3700

      7367015                              .2500
       67,913.92                          .0300
            8.1250                         .0000
            7.8750                         .0000
            7.8450                         .0000
            6.0000                        1.8450

      7367033                              .2500
      122,452.80                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            6.0000                         .2200

      7384245                              .8500
       38,591.14                          .0300
            8.3750                         .0000
            7.5250                         .0000
            7.4950                         .0000
            6.0000                        1.4950
1



      7493003                              .2500
      975,000.00                          .0300
            7.1250                         .0000
            6.8750                         .0000
            6.8450                         .0000
            6.0000                         .8450

      7493005                              .2500
      366,481.04                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      7493007                              .2500
      344,690.33                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      7493009                              .2500
      991,387.38                          .0300
            7.8750                         .0000
            7.6250                         .0000
            7.5950                         .0000
            6.0000                        1.5950

      7493015                              .2500
    2,975,832.14                          .0300
            8.7500                         .0000
            8.5000                         .0000
            8.4700                         .0000
            6.0000                        2.4700

      7493017                              .2500
    1,484,602.42                          .0300
            7.3750                         .0000
            7.1250                         .0000
            7.0950                         .0000
            6.0000                        1.0950

      7493019                              .2500
      369,155.17                          .0300
            7.5000                         .0000
            7.2500                         .0000
            7.2200                         .0000
            6.0000                        1.2200

      7493031                              .2500
      907,867.93                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200
1



      7493043                              .2500
      549,721.63                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      7493049                              .2500
      992,807.09                          .0300
            7.2500                         .0000
            7.0000                         .0000
            6.9700                         .0000
            6.0000                         .9700

      7493063                              .2500
      496,820.54                          .0300
            7.8750                         .0000
            7.6250                         .0000
            7.5950                         .0000
            6.0000                        1.5950

      7638073                              .2500
      300,158.05                          .0300
            7.1250                         .0000
            6.8750                         .0000
            6.8450                         .0000
            6.0000                         .8450

      7638079                              .2500
      316,706.75                          .0300
            7.2500                         .0000
            7.0000                         .0000
            6.9700                         .0000
            6.0000                         .9700

      7664709                              .2500
      346,720.94                          .0300
            7.1250                         .0000
            6.8750                         .0000
            6.8450                         .0000
            6.0000                         .8450

      7664711                              .2500
      367,692.56                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      7664721                              .2500
      315,868.05                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200
1



      7664733                              .2500
      417,172.50                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      7664735                              .2500
      522,159.57                          .0300
            7.1250                         .0000
            6.8750                         .0000
            6.8450                         .0000
            6.0000                         .8450

      7693106                              .2500
      257,385.27                          .0300
            7.8750                         .0000
            7.6250                         .0000
            7.5950                         .0000
            6.0000                        1.5950

      7693114                              .2500
      291,112.61                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      7693124                              .2500
      396,534.77                          .0300
            8.6250                         .0000
            8.3750                         .0000
            8.3450                         .0000
            6.0000                        2.3450

      7693130                              .2500
      301,611.97                          .0300
            7.3750                         .0000
            7.1250                         .0000
            7.0950                         .0000
            6.0000                        1.0950

      7693138                              .2500
      371,098.08                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      7693146                              .2500
    1,089,506.41                          .0300
            7.7500                         .0000
            7.5000                         .0000
            7.4700                         .0000
            6.0000                        1.4700
1



      7693166                              .2500
      588,481.44                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      7693192                              .2500
      911,468.26                          .0300
            7.8750                         .0000
            7.6250                         .0000
            7.5950                         .0000
            6.0000                        1.5950

      7693194                              .2500
      495,788.26                          .0300
            7.5000                         .0000
            7.2500                         .0000
            7.2200                         .0000
            6.0000                        1.2200

      7704465                              .2500
      110,000.07                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      7920225                              .2500
      397,071.93                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      8074631                              .2500
      368,059.87                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            6.0000                         .4700

      8074635                              .2500
      360,960.98                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      8074641                              .2500
      455,816.67                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200
1



      8074643                              .2500
      393,496.87                          .0300
            7.6250                         .0000
            7.3750                         .0000
            7.3450                         .0000
            6.0000                        1.3450

      8144841                              .2500
      499,093.52                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            6.0000                         .2200

      8144919                              .2500
      463,069.94                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            6.0000                         .0950

      8145155                              .2500
      438,146.36                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.9700                         .0000

      8218941                              .2500
      359,658.42                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.9700                         .0000

      8218943                              .2500
      434,216.56                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            6.0000                         .3450

      8218949                              .2500
      405,281.62                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            6.0000                         .3450

      8218953                              .2500
      399,569.10                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            6.0000                         .0950
1



      8218957                              .2500
      399,309.28                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            6.0000                         .4700

      8218963                              .2500
      449,583.22                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            6.0000                         .0950

      8218965                              .2500
      372,239.43                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            6.0000                         .2200

      8218983                              .2500
      365,153.20                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.9700                         .0000

      8218985                              .2500
      422,852.20                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.9700                         .0000

      8218987                              .2500
      320,440.10                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            6.0000                         .4700

      8254003                              .2500
      559,540.97                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            6.0000                         .7200

      8254007                              .2500
      329,679.26                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.8450                         .0000
1



      8254015                              .2500
      144,705.65                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.7200                         .0000

      8254025                              .2500
      408,842.58                          .0300
            6.0000                         .0000
            5.7500                         .0000
            5.7200                         .0000
            5.7200                         .0000

      8254033                              .2500
      379,656.47                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            6.0000                         .2200

      8254037                              .2500
      397,149.26                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

      8254039                              .2500
      171,302.94                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            6.0000                         .4700

      8254041                              .2500
       74,935.43                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            6.0000                         .4700

      8254043                              .2500
      115,100.81                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            6.0000                         .4700

      8254045                              .2500
      374,635.52                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.8450                         .0000
1



      8254051                              .2500
      390,737.02                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.8450                         .0000

      8254053                              .2500
      528,533.27                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            6.0000                         .3450

      8254055                              .2500
      999,051.15                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.9700                         .0000

      8254057                              .2500
      174,829.91                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.8450                         .0000

      8254061                              .2500
      279,740.66                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            6.0000                         .0950

      8254063                              .2500
      521,528.10                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            6.0000                         .2200

      8254065                              .2500
      327,724.44                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            6.0000                         .5950

  TOTAL NUMBER OF LOANS:      149
  TOTAL BALANCE........:         43,784,073.03


  RUN ON     : 12/24/02            RFC DISCLOSURE SYSTEM      RFFSDFIX-01
  AT         : 08.58.33            INITIAL SECURITY FEES      AMORTIZED BALANCE
  SERIES     : RAMP 2002-RM1 30 YR  FIXED SUMMARY REPORT      CUTOFF : 12/01/02
  POOL       : 0004650
             :
             :
  POOL STATUS: F

                                   WEIGHTED AVERAGES      FROM         TO
  ----------------------------------------------------------------------------
  CURR NOTE RATE                        7.1168            5.3750     12.3750
  RFC NET RATE                          6.8605            5.1250     12.1250
  NET MTG RATE(INVSTR RATE)             6.8305            5.0950     12.0950
  POST STRIP RATE                       5.9794            5.0950      6.0000
  SUB SERV FEE                           .2563             .2500       .8500
  MSTR SERV FEE                          .0300             .0300        .0300
  ALL EXP                                .0000             .0000       .0000
  MISC EXP                               .0000             .0000       .0000
  SPREAD                                 .0000             .0000       .0000
  STRIP                                  .8511             .0000      6.0950







  TOTAL NUMBER OF LOANS:   149
  TOTAL BALANCE........:      43,784,073.03


                             ***************************
                             *      END OF REPORT      *
                             ***************************
  RUN ON     : 12/24/02           RFC DISCLOSURE SYSTEM       RFFSD177-01
  AT         : 08.58.33          FIXED RATE LOAN LISTING      AMORTIZED BALANCE
  SERIES     : RAMP 2002-RM1 30 YR                            CUTOFF : 12/01/02
  POOL       : 0004650
             :
             :
  POOL STATUS: F

  RFC LOAN #     S/S CODE          PMT TYPE      ORIGINAL BAL     LOAN FEATURE
                                   ORIG TERM     PRINCIPAL BAL    # OF UNITS
  ORIG RATE                                      ORIGINAL P+I     LTV
  CURR NET                                       CURRENT P+I
  CITY           STATE  ZIP        LOAN PURP     NOTE DATE        MI CO CODE
  SERVICER LOAN #                  PROP TYPE     1ST PMT DATE     MI CVG
  SELLER LOAN #                    OCCP CODE     MATURITY DATE
  INVESTOR LOAN #
  ______________________________________________________________________________


    4129579          W29/M32             F            9,500.00         ZZ
                                         360            906.23          1
                                       8.500             73.06        100
                                       8.000             73.06
    MARSHALL         TX   75670          1            05/29/74         00
    307362074                            05           07/01/74          0
    0000004793                           O            06/01/04
    0


    4690161          W29/M32             F           55,000.00         ZZ
                                         240         48,923.23          1
                                       7.990            459.70         53
                                       7.490            459.70
    ALLIANCE         NE   69301          5            11/07/98         00
    307361714                            05           12/13/98          0
    0000088268                           O            11/13/18
    0


    4690163          W29/M32             F           49,500.00         ZZ
                                         240         45,206.33          1
                                       8.990            445.04         83
                                       8.490            445.05
    YERINGTON        NV   89447          5            11/08/98         00
    307362086                            05           12/23/98          0
    0000088594                           O            11/23/18
    0


    4690170          W29/M32             F          113,200.00         ZZ
                                         240        103,128.04          1
                                       8.990          1,017.76         65
                                       8.490          1,017.76
    HASTINGS TOWNSH  MN   55033          2            11/23/98         00
    307361071                            05           12/28/98          0
1


    0000088720                           O            11/28/18
    0


    4690367          W29/M32             F           34,500.00         ZZ
                                         240         29,858.28          1
                                       9.150            313.75         75
                                       8.650            313.74
    DIAGONAL         IA   50845          5            11/06/97         00
    307361948                            05           01/01/98          0
    0001203683                           O            12/01/17
    0


    4690402          W29/M32             F           36,675.00         ZZ
                                         360         35,962.99          1
                                      11.250            356.22         75
                                      10.750            356.22
    ISABELLA         MO   65676          5            01/12/99         00
    307361454                            05           03/01/99          0
    0002002249                           N            02/01/29
    0


    5105844          F32/J77             F          158,779.70         ZZ
                                         339        156,502.36          1
                                       6.750          1,049.94         84
                                       6.375          1,049.94
    ROME             GA   30161          4            09/25/01         23
    0010373264                           05           11/01/01          0
    0055118393                           O            01/01/30
    0


    5123571          B86/G61             F           37,500.00         ZZ
                                         348         19,701.36          1
                                      11.000            358.76         74
                                      10.750            358.76
    TRAVELERS REST   SC   29690          4            06/08/79         00
    0011783214                           05           12/01/79          0
    6000613981                           O            11/01/08
    0


    5182741          964/X69             F          137,000.00         ZZ
                                         360        131,835.69          1
                                       7.375            946.23         73
                                       7.125            946.23
    HOLLISTER        CA   95024          5            04/08/99         00
    0005182741                           27           06/01/99          0
    50652                                O            05/01/29
    1677965915


1


    5698211          373/W25             F          876,395.10         ZZ
                                         300        860,859.62          1
                                       8.000          6,764.16         67
                                       7.750          6,764.16
    CHEVY CHASE      MD   20815          1            07/02/01         00
    0029767275                           05           09/01/01          0
    10767275                             O            08/01/26
    0


    5698645          373/W25             F           72,000.00         ZZ
                                         360         64,901.29          1
                                       6.625            461.03         80
                                       6.375            461.03
    GAITHERSBURG     MD   20879          1            08/10/95         00
    0029793800                           01           10/01/95          0
    10793800                             O            09/01/25
    0


    5698729          373/X38             F           74,250.00         ZZ
                                         360         69,684.16          1
                                       5.750            433.31         87
                                       5.500            433.31
    LANCASTER        PA   17603          1            07/07/98         11
    0010799104                           05           09/01/98         25
    10799104                             O            08/01/28
    0


    6092648          S66/H74             F          150,350.00         ZZ
                                         360        144,726.02          1
                                       7.250          1,025.65         97
                                       7.000          1,025.65
    ARLINGTON        TX   76012          1            05/19/99         01
    0010392306                           05           07/01/99         35
    0050623113                           O            06/01/29
    0


    6911309          005/H74             F           45,150.00         ZZ
                                         360         44,476.81          1
                                      12.375            477.50         70
                                      12.125            477.50
    LARGO            FL   33777          5            09/24/99         00
    0010407500                           03           11/01/99          0
    003010864985                         O            10/01/29
    0


    6911329          005/Y15             F          495,900.00         ZZ
                                         360        490,426.64          1
                                       7.000          3,299.24         80
                                       6.750          3,299.24
1


    NAPLES           FL   34119          4            11/01/01         00
    10407385                             03           12/01/01          0
    003011149097                         O            11/01/31
    0


    6911331          005/H74             F          292,765.00         ZZ
                                         360        289,533.64          1
                                       7.000          1,947.78         80
                                       6.750          1,947.78
    LUTZ             FL   33549          4            11/01/01         00
    0010407393                           05           12/01/01          0
    003011158528                         O            11/01/31
    0


    6911345          005/Y15             F          382,500.00         ZZ
                                         360        273,393.83          1
                                       7.375          2,641.84         90
                                       7.125          2,641.84
    GALLATIN         TN   37066          1            06/29/01         11
    10407211                             05           08/01/01         25
    003011265158                         O            07/01/31
    0


    6911347          005/Y15             F          354,960.00         ZZ
                                         360        350,135.33          1
                                       7.375          2,451.63         90
                                       7.125          2,451.63
    HOOVER           AL   35244          1            06/15/01         12
    10407229                             03           08/01/01         25
    003011286931                         O            07/01/31
    0


    6911361          005/Y15             F          474,000.00         ZZ
                                         360        468,481.96          1
                                       7.250          3,233.52         73
                                       7.000          3,233.52
    SHREVEPORT       LA   71106          5            09/18/01         00
    10407609                             05           11/01/01          0
    003011313099                         O            10/01/31
    0


    6911439          005/Y15             F          404,000.00         ZZ
                                         240        394,266.10          1
                                       7.000          3,132.21         80
                                       6.750          3,132.21
    LYNN HAVEN       FL   32444          5            11/06/01         00
    10407997                             05           01/01/02          0
    003011375387                         O            12/01/21
    0
1




    6911471          005/H74             F          281,700.00         ZZ
                                         360        277,011.22          1
                                       6.875          1,850.57         90
                                       6.625          1,850.57
    BRENTWOOD        TN   37027          1            07/27/01         12
    0010407278                           05           09/01/01         25
    003013027614                         O            08/01/31
    0


    6911479          005/Y15             F          339,200.00         ZZ
                                         360        335,081.43          1
                                       6.500          2,143.98         80
                                       6.250          2,143.98
    CHATTANOOGA      TN   37421          1            10/23/01         00
    10408151                             05           12/01/01          0
    003013032614                         O            11/01/31
    0


    6911487          005/Y15             F          340,000.00         ZZ
                                         360        336,288.93          1
                                       6.625          2,177.06         48
                                       6.375          2,177.06
    FRANKLIN         TN   37069          5            11/21/01         00
    10408193                             03           01/01/02          0
    003013035872                         O            12/01/31
    0


    6911491          005/H74             F          284,000.00         ZZ
                                         360        280,833.66          1
                                       6.750          1,842.02         80
                                       6.500          1,842.02
    PLANT CITY       FL   33565          4            11/30/01         00
    0010407443                           05           01/01/02          0
    003017016522                         O            12/01/31
    0


    6911495          005/H74             F          286,400.00         ZZ
                                         360        281,584.72          1
                                       6.875          1,881.45         78
                                       6.625          1,881.45
    CHATTANOOGA      TN   37421          4            05/01/01         00
    0010407468                           05           06/01/01          0
    003017028279                         O            05/01/31
    0


    6911497          005/Y15             F          327,900.00         ZZ
                                         360        323,883.87          1
1


                                       7.000          2,181.53         80
                                       6.750          2,181.53
    LUTZ             FL   33549          4            11/01/01         00
    10407476                             03           12/01/01          0
    003017031851                         O            11/01/31
    0


    6911501          005/Y15             F          384,500.00         ZZ
                                         360        380,048.09          1
                                       6.750          2,493.86         78
                                       6.500          2,493.86
    HIGH POINT       GA   30750          4            11/01/01         23
    10407286                             05           12/01/01          0
    003017035464                         O            11/01/31
    0


    6911503          005/Y15             F          336,582.00         ZZ
                                         360        333,402.56          1
                                       7.375          2,324.69         90
                                       7.125          2,324.69
    DADE CITY        FL   33523          4            12/01/01         11
    10407294                             05           01/01/02         25
    003017046230                         O            12/01/31
    0


    6926002          373/X69             F           49,400.00         ZZ
                                         360         47,763.95          1
                                       6.875            324.53         95
                                       6.625            324.53
    PHILADELPHIA     PA   19124          1            01/04/00         14
    0005990544                           09           03/01/00         30
    0005990544                           O            02/01/30
    0


    6926014          373/X38             F           63,900.00         ZZ
                                         360         61,905.15          1
                                       7.125            430.51         80
                                       6.875            430.51
    PHILADELPHIA     PA   19136          1            01/21/00         00
    0009069287                           05           03/01/00          0
    0009069287                           O            02/01/30
    0


    6926030          373/X38             F           63,050.00         ZZ
                                         360         61,695.45          1
                                       7.125            424.78         97
                                       6.875            424.78
    PENNSAUKEN       NJ   08110          1            10/30/00         14
    0010380210                           05           12/01/00         30
1


    0010380210                           O            11/01/30
    0


    6926118          373/X38             F           48,500.00         ZZ
                                         360         44,455.87          1
                                       6.125            294.70         97
                                       5.875            294.70
    SHIPPENSBURG     PA   17257          1            03/29/99         12
    0010805547                           05           05/01/99         35
    0010805547                           O            04/01/29
    0


    6926152          373/X38             F          107,500.00         ZZ
                                         360        102,931.72          1
                                       5.875            635.91         63
                                       5.625            635.91
    NEWARK           DE   19702          1            09/30/99         00
    0010808996                           05           11/01/99          0
    0010808996                           O            10/01/29
    0


    6926182          373/X38             F          120,000.00         ZZ
                                         360        115,379.83          1
                                       6.750            778.32        100
                                       6.500            778.32
    BURLINGTON TOWN  NJ   08016          1            07/28/99         23
    0010811255                           05           09/01/99          0
    0010811255                           O            08/01/29
    0


    6926246          373/X69             F           47,900.00         ZZ
                                         360         46,718.49          1
                                       6.625            306.71         97
                                       6.375            306.71
    HARRISBURG       PA   17104          1            11/30/00         14
    0011557840                           05           01/01/01         30
    0011557840                           O            12/01/30
    0


    6926258          373/X69             F           58,200.00         ZZ
                                         360         56,839.72          1
                                       6.375            363.10         97
                                       6.125            363.10
    STEELTON         PA   17113          1            12/19/00         14
    0011594587                           05           02/01/01         30
    0011594587                           O            01/01/31
    0


1


    6926274          373/X38             F           61,100.00         ZZ
                                         360         59,719.57          1
                                       6.125            371.26         97
                                       5.875            371.26
    MIDDLETOWN       PA   17057          1            01/25/01         14
    0011640943                           05           03/01/01         30
    0011640943                           O            02/01/31
    0


    6926298          373/X38             F           55,500.00         ZZ
                                         360         54,226.56          1
                                       7.000            369.25         98
                                       6.750            369.25
    HERMITAGE        PA   16148          1            09/29/00         23
    0012283453                           05           11/01/00          0
    0012283453                           O            10/01/30
    0


    6926326          373/X38             F           42,300.00         ZZ
                                         360         41,230.02          1
                                       7.000            281.43         94
                                       6.750            281.43
    CAMDEN           NJ   08104          1            07/31/00         14
    0012396750                           07           09/01/00         30
    0012396750                           O            08/01/30
    0


    6926330          373/X69             F           86,480.00         ZZ
                                         360         84,455.80          1
                                       7.125            582.64         94
                                       6.875            582.64
    UPPER DARBY      PA   19082          1            08/15/00         14
    0012454583                           05           10/01/00         30
    0012454583                           O            09/01/30
    0


    6926364          373/X38             F           42,750.00         ZZ
                                         360         41,684.32          1
                                       7.000            284.42         95
                                       6.750            284.42
    CLEMENTON BOROU  NJ   08021          1            08/30/00         14
    0013176276                           01           10/01/00         30
    0013176276                           O            09/01/30
    0


    6926456          373/X69             F           50,350.00         ZZ
                                         360         49,158.54          1
                                       6.875            330.77        100
                                       6.625            330.77
1


    COLWYN           PA   19023          1            11/30/00         14
    0013437850                           09           01/01/01         30
    0013437850                           O            12/01/30
    0


    6926466          373/X38             F          107,300.00         ZZ
                                         360        105,304.55          1
                                       6.125            651.97         80
                                       5.875            651.97
    WARRINGTON       PA   18976          1            05/30/01         00
    0013454715                           01           07/01/01          0
    0013454715                           O            06/01/31
    0


    6926472          373/X38             F           34,920.00         ZZ
                                         360         34,169.58          1
                                       7.125            235.27         97
                                       6.875            235.27
    OIL CITY         PA   16301          1            10/27/00         14
    0013469747                           05           12/01/00         30
    0013469747                           O            11/01/30
    0


    6926526          373/X38             F           49,397.25         ZZ
                                         360         48,161.80          1
                                       6.750            320.39         97
                                       6.500            320.39
    PHILADELPHIA     PA   19120          1            02/23/01         14
    0013686225                           07           04/01/01         30
    0013686225                           O            03/01/31
    0


    6926530          373/X38             F           34,105.00         ZZ
                                         360         33,236.08          1
                                       7.125            229.78         96
                                       6.875            229.78
    DONORA           PA   15033          1            12/15/00         14
    0013694732                           05           02/01/01         30
    0013694732                           O            01/01/31
    0


    6926608          373/X69             F           81,690.00         ZZ
                                         360         79,883.79          2
                                       6.750            529.84         95
                                       6.500            529.84
    PHILADELPHIA     PA   19149          1            01/30/01         14
    0013822440                           05           03/01/01         30
    0013822440                           O            02/01/31
    0
1




    6926628          373/X38             F           60,140.00         ZZ
                                         360         58,750.79          1
                                       6.000            360.57         96
                                       5.750            360.57
    STEELTON         PA   17113          1            01/30/01         14
    0013867569                           05           03/01/01         30
    0013867569                           O            02/01/31
    0


    6926634          373/X38             F           48,355.00         ZZ
                                         360         46,964.17          1
                                       5.500            274.56         95
                                       5.250            274.56
    CHESTER TOWNSHI  PA   19015          1            02/21/01         14
    0013875513                           09           04/01/01         30
    0013875513                           O            03/01/31
    0


    6926760          373/X69             F           25,500.00         ZZ
                                         360         24,913.08          1
                                       5.750            148.82         72
                                       5.500            148.82
    HADDON HEIGHTS   NJ   08107          1            02/26/01         00
    0014170773                           01           04/01/01          0
    0014170773                           O            03/01/31
    0


    6926762          373/X38             F           48,500.00         ZZ
                                         360         47,621.26          1
                                       6.875            318.62         97
                                       6.625            318.62
    PHILADELPHIA     PA   19130          1            04/10/01         14
    0014172522                           09           06/01/01         30
    0014172522                           O            05/01/31
    0


    6926788          373/X38             F           44,520.00         ZZ
                                         360         43,598.44          1
                                       6.750            288.76         97
                                       6.500            288.76
    PHILADELPHIA     PA   19139          1            03/23/01         14
    0014226708                           07           05/01/01         30
    0014226708                           O            04/01/31
    0


    6926842          373/X69             F           74,400.00         ZZ
                                         360         72,875.58          1
1


                                       5.500            422.44         80
                                       5.250            422.44
    ROCKVILLE        MD   20850          1            05/17/01         00
    0014405575                           01           07/01/01          0
    0014405575                           O            06/01/31
    0


    6926880          373/X69             F           83,900.00         ZZ
                                         360         81,430.29          1
                                       5.375            469.82         80
                                       5.125            469.82
    GERMANTOWN       MD   20874          1            04/25/01         00
    0014475701                           05           06/01/01          0
    0014475701                           O            05/01/31
    0


    6926884          373/X38             F           66,930.00         ZZ
                                         360         65,665.11          1
                                       6.250            412.10         99
                                       6.000            412.10
    ERIE             PA   16502          1            04/26/01         14
    0014484356                           05           06/01/01         30
    0014484356                           O            05/01/31
    0


    6926886          373/X69             F           96,800.00         ZZ
                                         360         89,183.66          1
                                       5.375            542.06         95
                                       5.125            542.06
    BOYDS            MD   20841          1            05/24/01         14
    0014484893                           09           07/01/01         30
    0014484893                           O            06/01/31
    0


    6926906          373/X38             F           34,700.00         ZZ
                                         360         33,832.68          1
                                       5.375            194.32         78
                                       5.125            194.32
    PHILADELPHIA     PA   19134          1            04/30/01         00
    0014522403                           09           06/01/01          0
    0014522403                           O            05/01/31
    0


    6926924          373/X69             F           50,700.00         ZZ
                                         360         49,785.99          1
                                       5.875            299.91         95
                                       5.625            299.91
    HARRISBURG       PA   17111          1            06/29/01         14
    0014734297                           05           08/01/01         30
1


    0014734297                           O            07/01/31
    0


    6926936          373/X38             F           48,500.00         ZZ
                                         360         47,684.08          1
                                       6.250            298.63         97
                                       6.000            298.63
    HARRISBURG       PA   17104          1            06/29/01         14
    0014761050                           05           08/01/01         30
    0014761050                           O            07/01/31
    0


    6926940          373/X69             F           55,700.00         ZZ
                                         360         54,880.19          1
                                       6.625            356.66         97
                                       6.375            356.66
    HARRISBURG       PA   17104          1            07/31/01         14
    0014829360                           07           09/01/01         30
    0014829360                           O            08/01/31
    0


    6927016          373/X38             F           48,500.00         ZZ
                                         360         47,640.49          1
                                       5.625            279.20         75
                                       5.375            279.20
    NORRISTOWN       PA   19401          1            07/23/01         00
    0015179542                           05           09/01/01          0
    0015179542                           O            08/01/31
    0


    6927040          373/X38             F           52,380.00         ZZ
                                         360         51,723.69          1
                                       6.830            342.53         97
                                       6.580            342.53
    PHILADELPHIA     PA   19124          1            09/19/01         14
    0015266331                           05           11/01/01         30
    0015266331                           O            10/01/31
    0


    6927054          373/X38             F           48,500.00         ZZ
                                         360         47,832.80          1
                                       7.125            326.76         97
                                       6.875            326.76
    PHILADELPHIA     PA   19124          1            07/06/01         14
    0015300197                           07           09/01/01         30
    0015300197                           O            08/01/31
    0


1


    6927104          373/X69             F           74,950.00         ZZ
                                         360         73,718.20          1
                                       6.375            467.60         99
                                       6.125            467.60
    HARRISBURG       PA   17111          1            06/29/01         14
    0015458433                           05           08/01/01         30
    0015458433                           O            07/01/31
    0


    6927112          373/X38             F           48,500.00         ZZ
                                         360         47,752.11          1
                                       7.000            322.68         97
                                       6.750            322.68
    PHILADELPHIA     PA   19130          1            08/14/01         14
    0015478514                           05           10/01/01         30
    0015478514                           O            09/01/31
    0


    6927182          373/X69             F           64,594.00         ZZ
                                         360         63,597.54          1
                                       6.375            402.99         95
                                       6.125            402.99
    NORRISTOWN       PA   19403          1            07/31/01         14
    0015732977                           01           09/01/01         30
    0015732977                           O            08/01/31
    0


    6959981          X73/X73             F          479,251.75         ZZ
                                         320        453,024.84          1
                                       6.875          3,271.50         69
                                       6.625          3,271.50
    TAVERNIER        FL   33070          5            04/01/99         00
    2342254670                           05           05/01/99          0
    2342254670                           O            12/01/25
    0


    6959983          X73/X73             F          516,000.00         ZZ
                                         360        507,409.21          1
                                       6.625          3,304.01         80
                                       6.375          3,304.01
    SAN JOSE         CA   95120          1            05/30/01         00
    2537188927                           05           07/01/01          0
    2537188927                           O            06/01/31
    0


    6959989          X73/X73             F          275,000.00         ZZ
                                         360        270,983.81          1
                                       7.000          1,829.58         79
                                       6.750          1,829.58
1


    N MIAMI BEACH    FL   33179          2            06/25/01         00
    3859024587                           05           08/01/01          0
    3859024587                           O            07/01/31
    0


    6959997          X73/X73             F          349,000.00         ZZ
                                         360        341,818.25          1
                                       6.625          2,234.69         80
                                       6.375          2,234.69
    RENO             NV   89511          1            01/22/01         00
    4195098197                           03           03/01/01          0
    4195098197                           O            02/01/31
    0


    7046347          005/Y15             F          300,000.00         ZZ
                                         360        297,286.36          1
                                       6.625          1,920.94         82
                                       6.375          1,920.94
    KINGSTON SPRING  TN   37082          2            01/09/02         00
    10408268                             05           03/01/02          0
    003011393208                         O            02/01/32
    0


    7087886          B86/T77             F          382,500.00         ZZ
                                         240        271,934.50          1
                                       8.500          3,319.43         85
                                       8.250          3,319.43
    EASLEY           SC   29642          1            02/26/93         04
    6000000247                           03           04/01/93         12
    6000000247                           O            03/01/13
    0


    7088066          B86/M32             F          118,300.00         ZZ
                                         360        101,824.70          1
                                      10.875          1,115.44         90
                                      10.625          1,115.44
    LITHONIA         GA   30058          1            04/28/89         04
    270000038                            03           06/01/89         17
    6000200730                           O            05/01/19
    0


    7088206          B86/M32             F          119,850.00         ZZ
                                         360        114,436.85          1
                                       6.875            787.33         79
                                       6.625            787.33
    GASTON           SC   29053          4            12/22/98         00
    270000069                            05           02/01/99          0
    6000463148                           O            01/01/29
    0
1




    7088916          B86/T77             F           49,230.00         ZZ
                                         360         47,066.14          1
                                       6.875            324.44         59
                                       6.625            324.44
    WILMINGTON       NC   28401          1            04/16/99         00
    6000645512                           05           05/28/99          0
    6000645512                           O            04/28/29
    0


    7089144          B86/M32             F          160,000.00         ZZ
                                         359        157,615.65          1
                                       7.375          1,105.93         64
                                       7.125          1,105.93
    LAKE WYLIE       SC   29710          4            05/16/01         00
    270000234                            05           07/01/01          0
    6000832342                           O            05/01/31
    0


    7089206          B86/M32             F           95,000.00         ZZ
                                         360         93,393.18          1
                                       7.750            680.60         76
                                       7.375            680.60
    MURRELLS INLET   SC   29576          1            06/22/01         00
    270000254                            05           08/01/01          0
    6000842655                           O            07/01/31
    0


    7089290          B86/T77             F          149,227.73         ZZ
                                         357        147,056.33          1
                                       7.125          1,007.81         47
                                       6.875          1,007.81
    IRMO             SC   29063          1            07/01/01         00
    6000861929                           03           08/01/01          0
    6000861929                           O            04/01/31
    0


    7089418          B86/M32             F           49,248.00         ZZ
                                         360         48,439.33          1
                                       7.000            327.65         59
                                       6.750            327.65
    WILMINGTON       NC   28405          1            05/01/01         00
    270000294                            05           06/01/01          0
    6000874047                           O            05/01/31
    0


    7089482          B86/M32             F           50,440.00         ZZ
                                         360         48,944.97          1
1


                                       8.375            383.39         97
                                       8.125            383.39
    TAYLORS          SC   29687          1            06/22/01         00
    270000306                            05           08/01/01          0
    6000878089                           O            07/01/31
    0


    7089518          B86/M32             F          275,000.00         ZZ
                                         360        271,799.47          1
                                       7.125          1,852.73         58
                                       6.875          1,852.73
    HILTON HEAD      SC   29928          2            09/20/01         00
    270000318                            03           11/01/01          0
    6000881042                           O            10/01/31
    0


    7367011          B86/M32             F           63,200.00         ZZ
                                         360         59,189.96          1
                                       6.875            415.18         98
                                       6.025            415.18
    GREENVILLE       SC   29609          1            10/01/97         24
    270000055                            05           11/01/97         18
    6000424074                           O            10/01/27
    0


    7367013          B86/M32             F          226,000.00         ZZ
                                         360        197,932.35          1
                                       7.250          1,541.72        100
                                       6.400          1,541.72
    ANDERSON         SC   29621          1            06/05/98         24
    270000070                            05           08/01/98         20
    6000464054                           O            07/01/28
    0


    7367015          B86/M32             F           70,800.00         ZZ
                                         360         67,913.92          1
                                       8.125            525.69         96
                                       7.875            525.69
    IRMO             SC   29063          1            07/29/98         00
    270000074                            05           09/01/98          0
    6000468774                           O            08/01/28
    0


    7367033          B86/M32             F          148,000.00         ZZ
                                         360        122,452.80          1
                                       6.500            935.47         79
                                       6.250            935.47
    GREENVILLE       SC   29609          5            03/26/01         00
    270000264                            05           05/01/01          0
1


    6000858925                           O            04/01/31
    0


    7384245          B86/M32             F           39,000.00         ZZ
                                         360         38,591.14          1
                                       8.375            296.43        100
                                       7.525            296.43
    PALATKA          FL   32177          1            07/27/01         24
    270000311                            05           09/01/01         20
    6000879921                           O            08/01/31
    0


    7493003          X68/H74             F          975,000.00         ZZ
                                         360        975,000.00          1
                                       7.125          5,789.06         65
                                       6.875          5,789.06
    SANTA MONICA     CA   90402          1            11/21/01         00
    0010408995                           05           01/01/02          0
    00C1110003                           O            12/01/31
    0


    7493005          X68/H74             F          370,000.00         ZZ
                                         360        366,481.04          1
                                       6.875          2,430.64         65
                                       6.625          2,430.64
    LOS ANGELES      CA   90046          5            12/04/01         00
    0010409001                           05           02/01/02          0
    00C1110008                           N            01/01/32
    0


    7493007          X68/H74             F          348,000.00         ZZ
                                         360        344,690.33          4
                                       6.875          2,286.11         54
                                       6.625          2,286.11
    LOS ANGELES      CA   90035          2            12/04/01         00
    0010409043                           05           02/01/02          0
    00C1110009                           N            01/01/32
    0


    7493009          X68/H74             F          999,950.00         ZZ
                                         360        991,387.38          1
                                       7.875          7,250.33         56
                                       7.625          7,250.33
    PASADENA         CA   91105          5            11/28/01         00
    0010409084                           05           01/01/02          0
    00C1110017                           O            12/01/31
    0


1


    7493015          X68/H74             F        2,990,000.00         ZZ
                                         360      2,975,832.14          1
                                       8.750         23,522.34         65
                                       8.500         23,522.34
    NEW YORK         NY   10021          5            03/21/02         00
    0010409233                           09           05/01/02          0
    00C2030023                           O            04/01/32
    0


    7493017          X68/H74             F        1,500,000.00         ZZ
                                         360      1,484,602.42          1
                                       7.375         10,360.13         60
                                       7.125         10,360.13
    BELLEVUE         WA   98004          5            10/05/01         00
    0010409241                           05           12/01/01          0
    00W1080032                           O            11/01/31
    0


    7493019          X68/H74             F          373,500.00         ZZ
                                         360        369,155.17          1
                                       7.500          2,611.57         90
                                       7.250          2,611.57
    SAN LUIS OBISPO  CA   93405          5            08/25/01         01
    0010409258                           05           10/01/01         17
    00W1080045                           O            09/01/31
    0


    7493031          X68/H74             F          918,000.00         T
                                         360        907,867.93          1
                                       7.000          6,107.48         53
                                       6.750          6,107.48
    BETHANY BEACH    DE   19930          2            10/30/01         00
    0010409266                           03           12/01/01          0
    00W1100053                           O            11/01/31
    0


    7493043          X68/H74             F          555,000.00         ZZ
                                         360        549,721.63          1
                                       6.875          3,645.95         66
                                       6.625          3,645.95
    DESTIN           FL   32541          5            11/30/01         00
    0010409274                           05           02/01/02          0
    00W1110084                           O            01/01/32
    0


    7493049          X68/H74             F        1,000,000.00         T
                                         360        992,807.09          1
                                       7.250          6,821.76         56
                                       7.000          6,821.76
1


    MILLBROOK        NY   12545          1            02/27/02         00
    0010409282                           05           04/01/02          0
    00W2010005                           O            03/01/32
    0


    7493063          X68/H74             F          500,000.00         T
                                         360        496,820.54          1
                                       7.875          3,625.35         80
                                       7.625          3,625.35
    DAPHNE           AL   36526          5            02/22/02         00
    0010409308                           05           04/01/02          0
    00W2020008                           O            03/01/32
    0


    7638073          X32/X32             F          316,200.00         ZZ
                                         360        300,158.05          1
                                       7.125          2,130.30        100
                                       6.875          2,130.30
    HIGHLAND HEIGHT  OH   44143          1            05/21/98         10
    0027561511                           05           07/01/98         12
    0027561511                           O            06/01/28
    0


    7638079          X32/X32             F          331,500.00         ZZ
                                         352        316,706.75          1
                                       7.250          2,275.93         85
                                       7.000          2,275.93
    AUBURN TOWNSHIP  OH   44021          1            05/07/98         10
    0027576970                           03           02/01/99         12
    0027576970                           O            05/01/28
    0


    7664709          X76/X76             F          364,000.00         ZZ
                                         360        346,720.94          1
                                       7.125          2,452.34         80
                                       6.875          2,452.34
    CAMARILLO        CA   93010          1            08/13/98         00
    4440063172                           05           10/01/98          0
    4440063172                           O            09/01/28
    0


    7664711          X76/X76             F          386,000.00         ZZ
                                         360        367,692.56          1
                                       7.000          2,568.07         80
                                       6.750          2,568.07
    LOS ANGELES      CA   90068          1            09/03/98         00
    4440063578                           05           11/01/98          0
    4440063578                           O            10/01/28
    0
1




    7664721          X76/X76             F          342,650.00         ZZ
                                         360        315,868.05          1
                                       7.000          2,279.66         70
                                       6.750          2,279.66
    SANTA BARBARA    CA   93105          1            12/03/98         00
    4440066423                           05           02/01/99          0
    4440066423                           O            01/01/29
    0


    7664733          X76/X76             F          435,000.00         ZZ
                                         360        417,172.50          1
                                       7.000          2,894.07         55
                                       6.750          2,894.07
    SANTA BARBARA    CA   93105          2            03/19/99         00
    4440071316                           05           05/01/99          0
    4440071316                           O            04/01/29
    0


    7664735          X76/X76             F          563,000.00         ZZ
                                         360        522,159.57          1
                                       7.125          3,793.04         62
                                       6.875          3,793.04
    GILROY           CA   95020          4            03/25/99         00
    4440071514                           05           05/01/99          0
    4440071514                           O            04/01/29
    0


    7693106          X68/H74             F          260,000.00         ZZ
                                         360        257,385.27          1
                                       7.875          1,885.18         73
                                       7.625          1,885.18
    NEW HYDE PARK    NY   11040          5            09/18/01         00
    0010406635                           05           11/01/01          0
    W1080029                             O            10/01/31
    0


    7693114          X68/H74             F          295,200.00         ZZ
                                         360        291,112.61          1
                                       7.000          1,963.97         80
                                       6.750          1,963.97
    LONG BEACH       CA   90815          1            07/17/01         00
    0010406676                           05           09/01/01          0
    W1080186                             O            08/01/31
    0


    7693124          X68/H74             F          400,000.00         ZZ
                                         360        396,534.77          1
1


                                       8.625          3,111.16         80
                                       8.375          3,111.16
    KEY WEST         FL   33040          5            09/21/01         00
    0010406718                           05           11/01/01          0
    W1090053                             O            10/01/31
    0


    7693130          X68/H74             F          305,000.00         ZZ
                                         360        301,611.97          1
                                       7.375          2,106.56         72
                                       7.125          2,106.56
    SOUTH SAN FRANC  CA   94080          5            10/12/01         00
    0010406742                           05           12/01/01          0
    W1090082                             O            11/01/31
    0


    7693138          X68/H74             F          375,000.00         ZZ
                                         360        371,098.08          1
                                       6.875          2,463.48         90
                                       6.625          2,463.48
    TORRANCE         CA   90503          2            11/24/01         10
    0010407096                           05           01/01/02         25
    W1100014                             O            12/01/31
    0


    7693146          X68/H74             F        1,100,000.00         ZZ
                                         360      1,089,506.41          1
                                       7.750          7,880.53         55
                                       7.500          7,880.53
    PARK CITY        UT   84060          2            10/23/01         00
    0010406817                           05           12/01/01          0
    W1100026                             O            11/01/31
    0


    7693166          X68/H74             F          596,000.00         ZZ
                                         360        588,481.44          1
                                       6.875          3,915.30         80
                                       6.625          3,915.30
    BOCA RATON       FL   33498          1            11/19/01         00
    0010406916                           03           01/01/02          0
    W1110026                             O            12/01/31
    0


    7693192          X68/H74             F          920,000.00         T
                                         360        911,468.26          1
                                       7.875          6,670.64         80
                                       7.625          6,670.64
    FRIPP ISLAND     SC   29920          1            12/17/01         00
    0010407021                           03           02/01/02          0
1


    W1110098                             O            01/01/32
    0


    7693194          X68/H74             F          500,000.00         ZZ
                                         360        495,788.26          1
                                       7.500          3,496.07         80
                                       7.250          3,496.07
    WESTLAKE VILLAG  CA   91361          1            12/24/01         00
    0010407039                           03           02/01/02          0
    W1120034                             O            01/01/32
    0


    7704465          005/H74             F          112,500.00         ZZ
                                         360        110,000.07          3
                                       7.000            748.47         90
                                       6.750            748.47
    NASHVILLE        TN   37209          1            05/18/01         12
    0010409720                           05           07/01/01         17
    3011214354                           O            06/01/31
    0


    7920225          005/E72             F          401,200.00         ZZ
                                         240        397,071.93          1
                                       6.875          3,080.47         80
                                       6.625          3,080.47
    GALLANT          AL   35972          2            06/24/02         00
    260000251                            05           08/01/02          0
    3011495938                           O            07/01/22
    0


    8074631          H93/M32             F          438,750.00         ZZ
                                         360        368,059.87          1
                                       6.750          2,845.72         75
                                       6.500          2,845.72
    PUNTA GORDA      FL   33982          5            05/22/98         00
    270000366                            05           07/01/98          0
    0001080803                           O            06/01/28
    0


    8074635          H93/M32             F          378,500.00         ZZ
                                         360        360,960.98          1
                                       7.000          2,518.17         69
                                       6.750          2,518.17
    BRADENTON        FL   34209          5            10/26/98         00
    270000368                            05           12/01/98          0
    0001083443                           O            11/01/28
    0


1


    8074641          H93/M32             F          475,000.00         ZZ
                                         351        455,816.67          1
                                       7.000          3,184.24         88
                                       6.750          3,184.24
    NEW SMYRNA BEAC  FL   32168          1            06/11/99         14
    270000369                            05           08/01/99         25
    0001110345                           O            10/01/28
    0


    8074643          H93/M32             F          425,000.00         ZZ
                                         347        393,496.87          1
                                       7.625          3,037.83         48
                                       7.375          3,037.83
    FORT MYERS       FL   33908          4            04/27/01         00
    270000371                            05           06/01/01          0
    0001253343                           O            04/01/30
    0


    8144841          F28/M32             F          500,000.00         ZZ
                                         360        499,093.52          1
                                       6.500          3,160.34         52
                                       6.250          3,160.34
    NORWELL          MA   02061          5            09/04/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0003134538                           O            10/01/32
    0


    8144919          F28/M32             F          465,000.00         ZZ
                                         240        463,069.94          1
                                       6.375          3,432.78         47
                                       6.125          3,432.78
    HOPEWELL         NJ   08525          2            09/17/02         00
                                         05           11/01/02          0
    0003267498                           O            10/01/22
    0


    8145155          F28/M32             F          440,000.00         ZZ
                                         240        438,146.36          1
                                       6.250          3,216.08         44
                                       6.000          3,216.08
    SUDBURY          MA   01776          2            09/09/02         00
                                         05           11/01/02          0
    0003423436                           O            10/01/22
    0


    8218941          X32/X32             F          360,000.00         ZZ
                                         360        359,658.42          1
                                       6.250          2,216.58         80
                                       6.000          2,216.58
1


    LAGRANGE PARK    IL   60526          1            10/15/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0190139162                           O            11/01/32
    0


    8218943          X32/X32             F          434,600.00         ZZ
                                         360        434,216.56          1
                                       6.625          2,782.79         68
                                       6.375          2,782.79
    AKRON            OH   44333          2            10/21/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0190150482                           O            11/01/32
    0


    8218949          X32/X32             F          406,000.00         ZZ
                                         360        405,281.62          1
                                       6.625          2,599.66         55
                                       6.375          2,599.66
    HUDSON           OH   44236          2            09/25/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0190155390                           O            10/01/32
    0


    8218953          X32/X32             F          400,000.00         ZZ
                                         336        399,569.10          1
                                       6.375          2,555.90         77
                                       6.125          2,555.90
    AURORA           OH   44202          2            10/10/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0190159814                           O            11/01/30
    0


    8218957          X32/X32             F          400,000.00         ZZ
                                         360        399,309.28          1
                                       6.750          2,594.39         80
                                       6.500          2,594.39
    CHICAGO          IL   60655          2            09/09/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0190159996                           O            10/01/32
    0


    8218963          X32/X32             F          450,000.00         ZZ
                                         360        449,583.22          1
                                       6.375          2,807.41         24
                                       6.125          2,807.41
    BATH             OH   44333          5            10/17/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0190170332                           O            11/01/32
    0
1




    8218965          X32/X32             F          373,000.00         ZZ
                                         240        372,239.43          1
                                       6.500          2,780.99         68
                                       6.250          2,780.99
    RIVER FOREST     IL   60305          2            10/18/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0190170985                           O            11/01/22
    0


    8218983          X32/X32             F          365,500.00         ZZ
                                         360        365,153.20          1
                                       6.250          2,250.45         68
                                       6.000          2,250.45
    CHICAGO          IL   60646          2            10/18/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0190185009                           O            11/01/32
    0


    8218985          X32/X32             F          427,000.00         ZZ
                                         360        422,852.20          1
                                       6.250          2,629.11         25
                                       6.000          2,629.11
    BROOKLYN         NY   11201          2            01/29/02         00
    TO BE ASSIGNED                       05           03/01/02          0
    0190092445                           O            02/01/32
    0


    8218987          X32/X32             F          323,000.00         ZZ
                                         360        320,440.10          1
                                       6.750          2,094.97         77
                                       6.500          2,094.97
    DOWNERS GROVE    IL   60516          2            02/14/02         00
    TO BE ASSIGNED                       05           04/01/02          0
    0190117804                           O            03/01/32
    0


    8254003          736/M32             F          560,000.00         ZZ
                                         360        559,540.97          1
                                       7.000          3,725.70         79
                                       6.750          3,725.70
    EDINA            MN   55436          5            10/15/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0080421258                           O            11/01/32
    0


    8254007          736/M32             F          330,000.00         ZZ
                                         360        329,679.26          1
1


                                       6.125          2,005.12         46
                                       5.875          2,005.12
    SAINT AUGUSTINE  FL   32080          5            10/23/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0080514334                           O            11/01/32
    0


    8254015          736/M32             F          145,000.00         ZZ
                                         360        144,705.65          1
                                       6.000            869.35         57
                                       5.750            869.35
    RYE              NH   03870          5            10/22/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0080641791                           O            11/01/32
    0


    8254025          736/M32             F          409,250.00         ZZ
                                         360        408,842.58          1
                                       6.000          2,453.67         72
                                       5.750          2,453.67
    LA GRANGE        IL   60525          2            10/16/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0080645162                           O            11/01/32
    0


    8254033          736/M32             F          380,000.00         ZZ
                                         360        379,656.47          1
                                       6.500          2,401.86         68
                                       6.250          2,401.86
    NEEDHAM          MA   02492          2            10/24/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0080649250                           O            11/01/32
    0


    8254037          736/M32             F          398,500.00         ZZ
                                         360        397,149.26          1
                                       6.875          2,617.87         76
                                       6.625          2,617.87
    PUEBLO           CO   81007          2            07/26/02         00
    TO BE ASSIGNED                       05           09/01/02          0
    0106680259                           O            08/01/32
    0


    8254039          736/M32             F          171,900.00         ZZ
                                         360        171,302.94          1
                                       6.750          1,114.95         64
                                       6.500          1,114.95
    SIGNAL HILL      CA   90804          1            07/09/02         00
    TO BE ASSIGNED                       01           09/01/02          0
1


    0106893134                           O            08/01/32
    0


    8254041          736/M32             F           75,000.00         ZZ
                                         360         74,935.43          1
                                       6.750            486.45         61
                                       6.500            486.45
    TULSA            OK   74112          5            10/17/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0106988843                           O            11/01/32
    0


    8254043          736/M32             F          115,200.00         ZZ
                                         360        115,100.81          1
                                       6.750            747.19         67
                                       6.500            747.19
    MIAMI            FL   33012          1            10/28/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107002628                           O            11/01/32
    0


    8254045          736/M32             F          375,000.00         ZZ
                                         360        374,635.52          1
                                       6.125          2,278.54         52
                                       5.875          2,278.54
    WOODBURY         NY   11797          1            10/29/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107020653                           O            11/01/32
    0


    8254051          736/M32             F          391,500.00         ZZ
                                         360        390,737.02          1
                                       6.125          2,378.80         44
                                       5.875          2,378.80
    SAN RAFAEL       CA   94903          2            09/03/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0107118168                           O            10/01/32
    0


    8254053          736/M32             F          529,000.00         ZZ
                                         360        528,533.27          1
                                       6.625          3,387.25         71
                                       6.375          3,387.25
    FREEHOLD         NJ   07728          2            10/23/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107230393                           O            11/01/32
    0


1


    8254055          736/M32             F        1,000,000.00         ZZ
                                         360        999,051.15          1
                                       6.250          6,157.18         63
                                       6.000          6,157.18
    ROSLYN HEIGHTS   NY   11577          1            10/21/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107298986                           O            11/01/32
    0


    8254057          736/M32             F          175,000.00         ZZ
                                         360        174,829.91          2
                                       6.125          1,063.32         67
                                       5.875          1,063.32
    WOODHAVEN        NY   11421          2            10/22/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107326969                           O            11/01/32
    0


    8254061          736/M32             F          280,000.00         ZZ
                                         360        279,740.66          1
                                       6.375          1,746.84         42
                                       6.125          1,746.84
    CHARLESTOWN      MA   02129          2            10/21/02         00
    TO BE ASSIGNED                       09           12/01/02          0
    0107329708                           O            11/01/32
    0


    8254063          736/M32             F          522,000.00         ZZ
                                         360        521,528.10          1
                                       6.500          3,299.40         90
                                       6.250          3,299.40
    NORTHPORT        NY   11768          1            10/24/02         01
    TO BE ASSIGNED                       05           12/01/02         25
    0107339459                           O            11/01/32
    0


    8254065          736/M32             F          328,000.00         ZZ
                                         360        327,724.44          1
                                       6.875          2,154.73         80
                                       6.625          2,154.73
    FRAMINGHAM       MA   01701          2            10/23/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107354920                           O            11/01/32
    0
1



   TOTAL NUMBER OF LOANS   :        149

   TOTAL ORIGINAL BALANCE  :    44,809,065.53

   TOTAL PRINCIPAL BALANCE :    43,784,073.03

   TOTAL ORIGINAL P+I      :       304,999.65

   TOTAL CURRENT P+I       :       304,999.65


                             ***************************
                             *      END OF REPORT      *
                             ***************************


                                      F-2-1

<PAGE>



                                   EXHIBIT F-3

                             GROUP III LOAN SCHEDULE

                           TO BE PROVIDED UPON REQUEST


  RUN ON     : 12/26/02           RFC DISCLOSURE SYSTEM       RFFSDARM-01
  AT         : 11.06.05            ARM PASSTHRU REPORT        AMORTIZED BALANCE
  SERIES     : RAMP 2002-RM1 ARM                              CUTOFF : 12/01/02
  POOL       : 0004651
             :
             :
  POOL STATUS: F

  RFC LOAN NUMBER             SUB SERV FEE       RFC NET CEILING(MX RFC NET RT)
  PRINCIPAL BALANCE           MSTR SERV FEE      MAX NET MTG RT(MAX INV RT)
  CURR NOTE RATE              ALL EXP            MAX POST STRIP RATE
  RFC NET RATE                MISC EXP           INV RATE MARGIN
  NET MTG RATE(INVSTR RATE)   SPREAD             POST STRIP MARGIN
  POST STRIP RATE             STRIP
  ---------------------------------------------------------------------------

       4129786                  .5000              13.6250
       298,216.70               .7000              12.9250
             5.1250             .0000              12.9250
             4.6250             .0000                1.5500
             3.9250             .0000                1.5500
             3.9250             .0000

       4331927                  .4500              16.4250
        66,691.20               .0300              16.3950
             5.2500             .0000              16.3950
             4.8000             .0000                2.7700
             4.7700             .0000                2.7700
             4.7700             .0000

       4332005                  .3750              14.3750
        29,175.40               .0300              14.3450
             5.1250             .0000              14.3450
             4.7500             .0000                2.5950
             4.7200             .0000                2.5950
             4.7200             .0000

       4332019                  .3750              16.3750
        89,821.11               .0300              16.3450
             5.2500             .0000              16.3450
             4.8750             .0000                2.3450
             4.8450             .0000                2.3450
             4.8450             .0000

       4332050                  .3750              15.1250
        58,712.14               .0300              15.0950
             6.0000             .0000              15.0950
             5.6250             .0000                2.8450
             5.5950             .0000                2.8450
             5.5950             .0000

       4332084                  .3600              11.2650
       154,379.61               .0300              11.2350
             4.8750             .0000              11.2350
             4.5150             .0000                2.4850
             4.4850             .0000                2.4850
             4.4850             .0000
1



       5524028                  .2500              13.0000
       159,949.96               .0300              12.9700
             7.2500             .0000              12.9700
             7.0000             .0000                2.4700
             6.9700             .0000                2.4700
             6.9700             .0000

       7035573                  .3750              12.5000
       636,729.55               .0300              12.4700
             6.8750             .0000              12.4700
             6.5000             .0000                2.4700
             6.4700             .0000                2.4700
             6.4700             .0000

       7035583                  .3750              12.2500
       403,162.18               .0300              12.2200
             6.6250             .0000              12.2200
             6.2500             .0000                2.4700
             6.2200             .0000                2.4700
             6.2200             .0000

       7035603                  .3750              11.6250
       548,359.15               .0300              11.5950
             6.0000             .0000              11.5950
             5.6250             .0000                2.4700
             5.5950             .0000                2.4700
             5.5950             .0000

       7035607                  .2500              11.7500
       402,548.55               .0300              11.7200
             6.0000             .0000              11.7200
             5.7500             .0000                2.4700
             5.7200             .0000                2.4700
             5.7200             .0000

       7035609                  .2500              12.1250
       309,359.60               .0300              12.0950
             6.3750             .0000              12.0950
             6.1250             .0000                2.4700
             6.0950             .0000                2.4700
             6.0950             .0000

       7035627                  .2500              11.3750
       328,002.97               .0300              11.3450
             5.6250             .0000              11.3450
             5.3750             .0000                2.4700
             5.3450             .0000                2.4700
             5.3450             .0000

       7035695                  .2500              11.3750
       344,991.46               .0300              11.3450
             5.6250             .0000              11.3450
             5.3750             .0000                2.4700
             5.3450             .0000                2.4700
             5.3450             .0000
1



       7035699                  .2500              11.7500
       458,033.35               .0300              11.7200
             6.0000             .0000              11.7200
             5.7500             .0000                2.4700
             5.7200             .0000                2.4700
             5.7200             .0000

       7088152                  .3750              13.5750
        23,932.63               .0300              13.5450
             7.0000             .0000              13.5450
             6.6250             .0000                2.8450
             6.5950             .0000                2.8450
             6.5950             .0000

       7088220                  .3750              13.7500
       727,666.55               .0300              13.7200
             8.1250             .0000              13.7200
             7.7500             .0000                2.8450
             7.7200             .0000                2.8450
             7.7200             .0000

       7088354                  .3750              14.8750
        77,026.70               .0300              14.8450
             7.7500             .0000              14.8450
             7.3750             .0000                3.2200
             7.3450             .0000                3.2200
             7.3450             .0000

       7088908                  .3750              12.1250
        96,927.69               .0300              12.0950
             5.7500             .0000              12.0950
             5.3750             .0000                2.5950
             5.3450             .0000                2.5950
             5.3450             .0000

       7089048                  .3750              12.6250
        82,504.20               .0300              12.5950
             6.5000             .0000              12.5950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7089180                  .3750              14.1250
       243,906.61               .0300              14.0950
             8.5000             .0000              14.0950
             8.1250             .0000                2.8450
             8.0950             .0000                2.8450
             8.0950             .0000

       7089272                  .3750              13.3750
       203,967.97               .0300              13.3450
             7.7500             .0000              13.3450
             7.3750             .0000                2.8450
             7.3450             .0000                2.8450
             7.3450             .0000
1



       7089294                  .3750              13.6250
       161,902.83               .0300              13.5950
             8.0000             .0000              13.5950
             7.6250             .0000                2.8450
             7.5950             .0000                2.8450
             7.5950             .0000

       7098891                  .3750              11.1250
       575,000.00               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                1.5950
             6.0950             .0000                1.5950
             6.0950             .0000

       7098921                  .3750              11.5000
     1,518,000.00               .0300              11.4700
             6.8750             .0000              11.4700
             6.5000             .0000                1.5950
             6.4700             .0000                1.5950
             6.4700             .0000

       7098963                  .3750              10.8750
       402,425.20               .0300              10.8450
             6.2500             .0000              10.8450
             5.8750             .0000                1.5950
             5.8450             .0000                1.5950
             5.8450             .0000

       7099017                  .3750              11.0450
       399,000.00               .0300              11.0150
             6.4200             .0000              11.0150
             6.0450             .0000                1.5950
             6.0150             .0000                1.5950
             6.0150             .0000

       7099019                  .3750              11.1250
        83,243.16               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                1.5950
             6.0950             .0000                1.5950
             6.0950             .0000

       7099059                  .3750              10.9150
       391,397.42               .0300              10.8850
             6.2900             .0000              10.8850
             5.9150             .0000                1.5950
             5.8850             .0000                1.5950
             5.8850             .0000

       7493011                  .3750              13.3750
     2,710,162.25               .0300              13.3450
             7.7500             .0000              13.3450
             7.3750             .0000                2.5950
             7.3450             .0000                2.5950
             7.3450             .0000
1



       7493023                  .3750              13.1250
       426,582.69               .0300              13.0950
             7.5000             .0000              13.0950
             7.1250             .0000                2.5950
             7.0950             .0000                2.5950
             7.0950             .0000

       7493025                  .3750              13.1250
       426,582.69               .0300              13.0950
             7.5000             .0000              13.0950
             7.1250             .0000                2.5950
             7.0950             .0000                2.5950
             7.0950             .0000

       7493029                  .3750              12.5000
     3,957,049.99               .0300              12.4700
             6.8750             .0000              12.4700
             6.5000             .0000                2.5950
             6.4700             .0000                2.5950
             6.4700             .0000

       7493055                  .3750              10.7500
       832,500.30               .0300              10.7200
             6.1250             .0000              10.7200
             5.7500             .0000                3.8450
             5.7200             .0000                3.8450
             5.7200             .0000

       7634405                  .2500              11.3750
       419,843.15               .0300              11.3450
             5.6250             .0000              11.3450
             5.3750             .0000                2.4700
             5.3450             .0000                2.4700
             5.3450             .0000

       7693100                  .3750              10.8750
       562,004.00               .0300              10.8450
             5.2500             .0000              10.8450
             4.8750             .0000                2.3450
             4.8450             .0000                2.3450
             4.8450             .0000

       7693112                  .3750              10.8750
       178,312.07               .0300              10.8450
             6.2500             .0000              10.8450
             5.8750             .0000                3.8450
             5.8450             .0000                3.8450
             5.8450             .0000

       7693126                  .3750              12.1250
     1,067,928.65               .0300              12.0950
             6.5000             .0000              12.0950
             6.1250             .0000                2.5950
             6.0950             .0000                2.5950
             6.0950             .0000
1



       7693134                  .3750              12.6250
       368,265.99               .0300              12.5950
             7.0000             .0000              12.5950
             6.6250             .0000                2.5950
             6.5950             .0000                2.5950
             6.5950             .0000

       7693140                  .3750              10.5000
       392,563.01               .0300              10.4700
             4.8750             .0000              10.4700
             4.5000             .0000                2.3450
             4.4700             .0000                2.3450
             4.4700             .0000

       7693148                  .3750              12.3750
     1,482,632.36               .0300              12.3450
             6.7500             .0000              12.3450
             6.3750             .0000                2.5950
             6.3450             .0000                2.5950
             6.3450             .0000

       7693160                  .3750               9.8750
       599,891.88               .0300               9.8450
             4.3750             .0000               9.8450
             4.0000             .0000                2.3450
             3.9700             .0000                2.3450
             3.9700             .0000

       7693178                  .3750              12.2500
       459,000.00               .0300              12.2200
             6.6250             .0000              12.2200
             6.2500             .0000                2.5950
             6.2200             .0000                2.5950
             6.2200             .0000

       7693184                  .3750              10.5000
       370,070.26               .0300              10.4700
             4.8750             .0000              10.4700
             4.5000             .0000                2.3450
             4.4700             .0000                2.3450
             4.4700             .0000

       7693190                  .3750              12.6250
     1,456,352.15               .0300              12.5950
             7.0000             .0000              12.5950
             6.6250             .0000                2.3450
             6.5950             .0000                2.3450
             6.5950             .0000

       7693196                  .3750               9.8750
       198,677.20               .0300               9.8450
             4.8750             .0000               9.8450
             4.5000             .0000                2.3450
             4.4700             .0000                2.3450
             4.4700             .0000
1



       7693198                  .3750              12.5000
       745,963.81               .0300              12.4700
             6.8750             .0000              12.4700
             6.5000             .0000                2.5950
             6.4700             .0000                2.5950
             6.4700             .0000

       7711755                  .3750              12.2500
       107,354.27               .0300              12.2200
             6.6250             .0000              12.2200
             6.2500             .0000                2.3450
             6.2200             .0000                2.3450
             6.2200             .0000

       7714223                  .3750              10.8750
       246,242.86               .0300              10.8450
             5.2500             .0000              10.8450
             4.8750             .0000                2.3450
             4.8450             .0000                2.3450
             4.8450             .0000

       7714247                  .3750              11.6250
     1,077,324.56               .0300              11.5950
             6.0000             .0000              11.5950
             5.6250             .0000                2.3450
             5.5950             .0000                2.3450
             5.5950             .0000

       7762775                  .3750              10.0000
       101,483.25               .0300               9.9700
             4.3750             .0000               9.9700
             4.0000             .0000                2.3450
             3.9700             .0000                2.3450
             3.9700             .0000

       7762787                  .3750              11.3750
       149,384.12               .0300              11.3450
             5.7500             .0000              11.3450
             5.3750             .0000                2.3450
             5.3450             .0000                2.3450
             5.3450             .0000

       7777539                  .2500              11.2500
       430,453.70               .0300              11.2200
             6.5000             .0000              11.2200
             6.2500             .0000                2.4700
             6.2200             .0000                2.4700
             6.2200             .0000

       7777555                  .2500              11.7500
       693,002.88               .0300              11.7200
             7.0000             .0000              11.7200
             6.7500             .0000                2.4700
             6.7200             .0000                2.4700
             6.7200             .0000
1



       7777557                  .2500              12.0000
       607,871.12               .0300              11.9700
             6.2500             .0000              11.9700
             6.0000             .0000                2.4700
             5.9700             .0000                2.4700
             5.9700             .0000

       7777569                  .2500              10.8750
       347,211.40               .0300              10.8450
             6.1250             .0000              10.8450
             5.8750             .0000                2.4700
             5.8450             .0000                2.4700
             5.8450             .0000

       7777583                  .2500              11.2500
       352,659.01               .0300              11.2200
             6.5000             .0000              11.2200
             6.2500             .0000                2.4700
             6.2200             .0000                2.4700
             6.2200             .0000

       7777593                  .2500              11.5000
       365,744.35               .0300              11.4700
             6.7500             .0000              11.4700
             6.5000             .0000                2.4700
             6.4700             .0000                2.4700
             6.4700             .0000

       7777609                  .2500              11.5000
       745,402.83               .0300              11.4700
             6.7500             .0000              11.4700
             6.5000             .0000                2.4700
             6.4700             .0000                2.4700
             6.4700             .0000

       7777617                  .2500              11.3750
       363,593.53               .0300              11.3450
             6.6250             .0000              11.3450
             6.3750             .0000                2.4700
             6.3450             .0000                2.4700
             6.3450             .0000

       7777627                  .2500              12.1250
       476,032.52               .0300              12.0950
             6.3750             .0000              12.0950
             6.1250             .0000                2.4700
             6.0950             .0000                2.4700
             6.0950             .0000

       7777635                  .2500              11.5000
       419,015.79               .0300              11.4700
             6.7500             .0000              11.4700
             6.5000             .0000                2.4700
             6.4700             .0000                2.4700
             6.4700             .0000
1



       7777639                  .2500              11.2500
       397,427.28               .0300              11.2200
             6.5000             .0000              11.2200
             6.2500             .0000                2.4700
             6.2200             .0000                2.4700
             6.2200             .0000

       7777641                  .2500              11.8750
       831,972.49               .0300              11.8450
             6.1250             .0000              11.8450
             5.8750             .0000                2.4700
             5.8450             .0000                2.4700
             5.8450             .0000

       7777647                  .3750              10.7500
       439,227.61               .0300              10.7200
             5.1250             .0000              10.7200
             4.7500             .0000                2.5950
             4.7200             .0000                2.5950
             4.7200             .0000

       7777651                  .2500              12.1250
       993,412.35               .0300              12.0950
             6.3750             .0000              12.0950
             6.1250             .0000                2.4700
             6.0950             .0000                2.4700
             6.0950             .0000

       7777667                  .2500              11.0000
       429,085.46               .0300              10.9700
             6.2500             .0000              10.9700
             6.0000             .0000                2.4700
             5.9700             .0000                2.4700
             5.9700             .0000

       7777671                  .2500              12.1250
       305,098.57               .0300              12.0950
             6.3750             .0000              12.0950
             6.1250             .0000                2.4700
             6.0950             .0000                2.4700
             6.0950             .0000

       7777719                  .2500              11.3750
       461,881.40               .0300              11.3450
             6.6250             .0000              11.3450
             6.3750             .0000                2.4700
             6.3450             .0000                2.4700
             6.3450             .0000

       7777749                  .2500              11.8750
       317,789.19               .0300              11.8450
             6.1250             .0000              11.8450
             5.8750             .0000                2.4700
             5.8450             .0000                2.4700
             5.8450             .0000
1



       7777763                  .2500              11.5000
       328,354.96               .0300              11.4700
             5.7500             .0000              11.4700
             5.5000             .0000                2.4700
             5.4700             .0000                2.4700
             5.4700             .0000

       7793571                  .3750              10.8750
       346,948.13               .0300              10.8450
             6.2500             .0000              10.8450
             5.8750             .0000                2.3450
             5.8450             .0000                2.3450
             5.8450             .0000

       7793633                  .3750              11.1250
       326,255.72               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7793659                  .3750              11.1250
       371,594.52               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7793661                  .3750              11.0000
       382,065.24               .0300              10.9700
             6.3750             .0000              10.9700
             6.0000             .0000                2.3450
             5.9700             .0000                2.3450
             5.9700             .0000

       7793679                  .3750              11.0000
       478,659.24               .0300              10.9700
             6.3750             .0000              10.9700
             6.0000             .0000                2.3450
             5.9700             .0000                2.3450
             5.9700             .0000

       7793687                  .3750              10.8750
       446,241.98               .0300              10.8450
             6.2500             .0000              10.8450
             5.8750             .0000                2.3450
             5.8450             .0000                2.3450
             5.8450             .0000

       7793691                  .3750              11.1250
       446,879.84               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000
1



       7793717                  .3750              11.3750
       854,919.30               .0300              11.3450
             6.7500             .0000              11.3450
             6.3750             .0000                2.3450
             6.3450             .0000                2.3450
             6.3450             .0000

       7793813                  .3750              11.1250
       546,462.51               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7793839                  .3750              10.8750
       480,486.36               .0300              10.8450
             6.2500             .0000              10.8450
             5.8750             .0000                2.3450
             5.8450             .0000                2.3450
             5.8450             .0000

       7793851                  .3750              11.1250
       670,441.68               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7793853                  .3750              11.2500
       506,797.59               .0300              11.2200
             6.6250             .0000              11.2200
             6.2500             .0000                2.3450
             6.2200             .0000                2.3450
             6.2200             .0000

       7793879                  .3750              11.5000
       377,394.20               .0300              11.4700
             6.8750             .0000              11.4700
             6.5000             .0000                2.3450
             6.4700             .0000                2.3450
             6.4700             .0000

       7793921                  .3750              11.2500
       472,692.29               .0300              11.2200
             6.6250             .0000              11.2200
             6.2500             .0000                2.3450
             6.2200             .0000                2.3450
             6.2200             .0000

       7793923                  .3750              11.5000
       343,129.61               .0300              11.4700
             6.8750             .0000              11.4700
             6.5000             .0000                2.3450
             6.4700             .0000                2.3450
             6.4700             .0000
1



       7793929                  .3750              11.3750
       314,060.45               .0300              11.3450
             6.7500             .0000              11.3450
             6.3750             .0000                2.3450
             6.3450             .0000                2.3450
             6.3450             .0000

       7793931                  .3750              11.0000
       543,992.62               .0300              10.9700
             6.3750             .0000              10.9700
             6.0000             .0000                2.3450
             5.9700             .0000                2.3450
             5.9700             .0000

       7793935                  .3750              11.1250
       437,169.96               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7793951                  .3750              11.3750
       345,866.93               .0300              11.3450
             6.7500             .0000              11.3450
             6.3750             .0000                2.3450
             6.3450             .0000                2.3450
             6.3450             .0000

       7793955                  .3750              11.1250
       573,686.25               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7793979                  .3750              11.2500
       331,429.42               .0300              11.2200
             6.6250             .0000              11.2200
             6.2500             .0000                2.3450
             6.2200             .0000                2.3450
             6.2200             .0000

       7793981                  .3750              11.3750
       533,279.30               .0300              11.3450
             6.7500             .0000              11.3450
             6.3750             .0000                2.3450
             6.3450             .0000                2.3450
             6.3450             .0000

       7794007                  .3750              11.1250
       521,118.99               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000
1



       7794027                  .3750              11.0000
       612,530.97               .0300              10.9700
             6.3750             .0000              10.9700
             6.0000             .0000                2.3450
             5.9700             .0000                2.3450
             5.9700             .0000

       7794049                  .3750              11.1250
       501,751.94               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7794143                  .3750              11.1250
       501,229.00               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7794145                  .3750              11.1250
       421,668.80               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7794159                  .3750              11.1250
       546,976.09               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7794177                  .3750              11.1250
       368,862.19               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7794203                  .3750              11.0000
       715,945.34               .0300              10.9700
             6.3750             .0000              10.9700
             6.0000             .0000                2.3450
             5.9700             .0000                2.3450
             5.9700             .0000

       7794253                  .3750              11.1250
       620,383.93               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000
1



       7864699                  .2500              10.7500
       237,933.72               .0300              10.7200
             6.0000             .0000              10.7200
             5.7500             .0000                1.9700
             5.7200             .0000                1.9700
             5.7200             .0000

       7864781                  .2500              11.5000
       332,726.79               .0300              11.4700
             6.7500             .0000              11.4700
             6.5000             .0000                1.9700
             6.4700             .0000                1.9700
             6.4700             .0000

       7864787                  .2500              10.5000
       395,294.50               .0300              10.4700
             5.7500             .0000              10.4700
             5.5000             .0000                1.9700
             5.4700             .0000                1.9700
             5.4700             .0000

       7864789                  .2500              10.7500
       311,463.07               .0300              10.7200
             6.0000             .0000              10.7200
             5.7500             .0000                1.9700
             5.7200             .0000                1.9700
             5.7200             .0000

       7864811                  .2500              11.6250
       416,005.54               .0300              11.5950
             6.8750             .0000              11.5950
             6.6250             .0000                1.9700
             6.5950             .0000                1.9700
             6.5950             .0000

       7864819                  .2500              12.1250
       329,134.16               .0300              12.0950
             7.3750             .0000              12.0950
             7.1250             .0000                1.9700
             7.0950             .0000                1.9700
             7.0950             .0000

       7864829                  .2500              11.3750
       328,687.53               .0300              11.3450
             6.6250             .0000              11.3450
             6.3750             .0000                1.9700
             6.3450             .0000                1.9700
             6.3450             .0000

       7864833                  .2500              11.6250
       324,880.47               .0300              11.5950
             6.8750             .0000              11.5950
             6.6250             .0000                1.9700
             6.5950             .0000                1.9700
             6.5950             .0000
1



       7864837                  .2500              11.3750
       391,246.16               .0300              11.3450
             6.6250             .0000              11.3450
             6.3750             .0000                1.9700
             6.3450             .0000                1.9700
             6.3450             .0000

       7864841                  .2500              11.1250
       467,059.64               .0300              11.0950
             6.3750             .0000              11.0950
             6.1250             .0000                1.9700
             6.0950             .0000                1.9700
             6.0950             .0000

       7864843                  .2500              11.3750
       329,002.82               .0300              11.3450
             6.6250             .0000              11.3450
             6.3750             .0000                1.9700
             6.3450             .0000                1.9700
             6.3450             .0000

       7864849                  .2500              11.0000
       399,671.80               .0300              10.9700
             6.2500             .0000              10.9700
             6.0000             .0000                1.9700
             5.9700             .0000                1.9700
             5.9700             .0000

       7864855                  .2500              11.0000
       506,514.81               .0300              10.9700
             6.2500             .0000              10.9700
             6.0000             .0000                1.9700
             5.9700             .0000                1.9700
             5.9700             .0000

       7864865                  .2500              10.7500
       343,833.35               .0300              10.7200
             6.0000             .0000              10.7200
             5.7500             .0000                1.9700
             5.7200             .0000                1.9700
             5.7200             .0000

       7864867                  .2500              11.7500
       341,677.44               .0300              11.7200
             7.0000             .0000              11.7200
             6.7500             .0000                1.9700
             6.7200             .0000                1.9700
             6.7200             .0000

       7864877                  .2500              11.2500
       552,908.25               .0300              11.2200
             6.5000             .0000              11.2200
             6.2500             .0000                1.9700
             6.2200             .0000                1.9700
             6.2200             .0000
1



       7864881                  .2500              11.0000
       420,179.29               .0300              10.9700
             6.2500             .0000              10.9700
             6.0000             .0000                2.4700
             5.9700             .0000                2.4700
             5.9700             .0000

       7864883                  .2500              11.5000
       323,680.18               .0300              11.4700
             6.7500             .0000              11.4700
             6.5000             .0000                1.9700
             6.4700             .0000                1.9700
             6.4700             .0000

       7864907                  .2500              10.8750
       567,043.57               .0300              10.8450
             6.1250             .0000              10.8450
             5.8750             .0000                1.9700
             5.8450             .0000                1.9700
             5.8450             .0000

       7864917                  .2500              11.2500
       370,178.56               .0300              11.2200
             6.5000             .0000              11.2200
             6.2500             .0000                1.9700
             6.2200             .0000                1.9700
             6.2200             .0000

       7864925                  .2500              10.8750
       346,161.04               .0300              10.8450
             6.1250             .0000              10.8450
             5.8750             .0000                1.9700
             5.8450             .0000                1.9700
             5.8450             .0000

       7864927                  .2500              11.5000
       474,611.01               .0300              11.4700
             6.7500             .0000              11.4700
             6.5000             .0000                1.9700
             6.4700             .0000                1.9700
             6.4700             .0000

       7864933                  .2500              11.0000
       176,779.09               .0300              10.9700
             6.2500             .0000              10.9700
             6.0000             .0000                1.9700
             5.9700             .0000                1.9700
             5.9700             .0000

       7872303                  .2500              11.5000
       607,434.11               .0300              11.4700
             5.7500             .0000              11.4700
             5.5000             .0000                2.4700
             5.4700             .0000                2.4700
             5.4700             .0000
1



       7919619                  .3750              11.8750
       369,256.71               .0300              11.8450
             7.2500             .0000              11.8450
             6.8750             .0000                2.4700
             6.8450             .0000                2.4700
             6.8450             .0000

       7919637                  .3750              12.7500
       405,210.72               .0300              12.7200
             7.1250             .0000              12.7200
             6.7500             .0000                2.4700
             6.7200             .0000                2.4700
             6.7200             .0000

       7919643                  .3750              11.6250
       343,023.55               .0300              11.5950
             7.0000             .0000              11.5950
             6.6250             .0000                2.4700
             6.5950             .0000                2.4700
             6.5950             .0000

       7919665                  .3750              12.3750
        54,408.74               .0300              12.3450
             7.7500             .0000              12.3450
             7.3750             .0000                2.4700
             7.3450             .0000                2.4700
             7.3450             .0000

       7919697                  .3750              11.5000
       152,427.08               .0300              11.4700
             6.8750             .0000              11.4700
             6.5000             .0000                2.4700
             6.4700             .0000                2.4700
             6.4700             .0000

       7919717                  .3750              11.6250
       273,159.36               .0300              11.5950
             7.0000             .0000              11.5950
             6.6250             .0000                2.3450
             6.5950             .0000                2.3450
             6.5950             .0000

       7919723                  .3750              11.5000
        84,319.60               .0300              11.4700
             6.8750             .0000              11.4700
             6.5000             .0000                2.4700
             6.4700             .0000                2.4700
             6.4700             .0000

       7919769                  .3750              11.7500
        99,262.95               .0300              11.7200
             7.1250             .0000              11.7200
             6.7500             .0000                2.4700
             6.7200             .0000                2.4700
             6.7200             .0000
1



       7919809                  .3750              11.1250
       391,526.67               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.4700
             6.0950             .0000                2.4700
             6.0950             .0000

       7919821                  .3750              11.6250
       148,476.21               .0300              11.5950
             7.0000             .0000              11.5950
             6.6250             .0000                2.4700
             6.5950             .0000                2.4700
             6.5950             .0000

       7919831                  .3750              11.1250
       139,344.02               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7919851                  .3750              11.1250
       159,197.57               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.3450
             6.0950             .0000                2.3450
             6.0950             .0000

       7919857                  .3750              11.2500
        53,889.63               .0300              11.2200
             6.6250             .0000              11.2200
             6.2500             .0000                2.3450
             6.2200             .0000                2.3450
             6.2200             .0000

       7919879                  .3750              10.8750
       138,500.07               .0300              10.8450
             6.2500             .0000              10.8450
             5.8750             .0000                2.3450
             5.8450             .0000                2.3450
             5.8450             .0000

       7919897                  .3750              11.3750
       287,967.04               .0300              11.3450
             6.7500             .0000              11.3450
             6.3750             .0000                2.4700
             6.3450             .0000                2.4700
             6.3450             .0000

       7919913                  .3750              11.3750
        49,144.72               .0300              11.3450
             6.7500             .0000              11.3450
             6.3750             .0000                2.4700
             6.3450             .0000                2.4700
             6.3450             .0000
1



       7919937                  .3750              11.5000
       134,627.28               .0300              11.4700
             6.8750             .0000              11.4700
             6.5000             .0000                2.4700
             6.4700             .0000                2.4700
             6.4700             .0000

       7919959                  .3750              11.0000
       187,900.31               .0300              10.9700
             6.3750             .0000              10.9700
             6.0000             .0000                2.3450
             5.9700             .0000                2.3450
             5.9700             .0000

       7919965                  .3750              10.8750
       118,714.29               .0300              10.8450
             6.2500             .0000              10.8450
             5.8750             .0000                2.3450
             5.8450             .0000                2.3450
             5.8450             .0000

       7920039                  .3750              11.3750
       151,787.37               .0300              11.3450
             6.7500             .0000              11.3450
             6.3750             .0000                2.3450
             6.3450             .0000                2.3450
             6.3450             .0000

       7920055                  .3750              11.6250
       210,661.59               .0300              11.5950
             7.0000             .0000              11.5950
             6.6250             .0000                2.3450
             6.5950             .0000                2.3450
             6.5950             .0000

       7920079                  .3750              11.5000
       116,101.14               .0300              11.4700
             6.8750             .0000              11.4700
             6.5000             .0000                2.3450
             6.4700             .0000                2.3450
             6.4700             .0000

       7920091                  .3750              11.1250
        59,357.37               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.4700
             6.0950             .0000                2.4700
             6.0950             .0000

       7920095                  .3750              11.5000
        39,271.41               .0300              11.4700
             5.8750             .0000              11.4700
             5.5000             .0000                2.3450
             5.4700             .0000                2.3450
             5.4700             .0000
1



       7920101                  .3750              11.1250
       212,174.48               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.4700
             6.0950             .0000                2.4700
             6.0950             .0000

       7920221                  .3750              11.5000
       180,073.88               .0300              11.4700
             5.8750             .0000              11.4700
             5.5000             .0000                2.3450
             5.4700             .0000                2.3450
             5.4700             .0000

       7920265                  .3750              11.3750
       177,822.22               .0300              11.3450
             5.7500             .0000              11.3450
             5.3750             .0000                2.3450
             5.3450             .0000                2.3450
             5.3450             .0000

       7920279                  .3750              11.6250
       120,893.62               .0300              11.5950
             7.0000             .0000              11.5950
             6.6250             .0000                2.4700
             6.5950             .0000                2.4700
             6.5950             .0000

       7920285                  .3750              11.2500
       182,805.83               .0300              11.2200
             5.6250             .0000              11.2200
             5.2500             .0000                2.3450
             5.2200             .0000                2.3450
             5.2200             .0000

       7920305                  .3750              11.3750
       341,916.60               .0300              11.3450
             6.7500             .0000              11.3450
             6.3750             .0000                2.4700
             6.3450             .0000                2.4700
             6.3450             .0000

       7920307                  .3750              11.6250
       136,378.73               .0300              11.5950
             7.0000             .0000              11.5950
             6.6250             .0000                2.3450
             6.5950             .0000                2.3450
             6.5950             .0000

       7950722                  .2500              11.2500
       343,648.68               .0300              11.2200
             5.5000             .0000              11.2200
             5.2500             .0000                2.4700
             5.2200             .0000                2.4700
             5.2200             .0000
1



       7950782                  .2500              11.1250
       390,000.00               .0300              11.0950
             6.3750             .0000              11.0950
             6.1250             .0000                2.4700
             6.0950             .0000                2.4700
             6.0950             .0000

       7950794                  .2500              11.3750
       402,889.74               .0300              11.3450
             6.6250             .0000              11.3450
             6.3750             .0000                2.4700
             6.3450             .0000                2.4700
             6.3450             .0000

       7950806                  .2500              11.3750
       392,000.00               .0300              11.3450
             6.6250             .0000              11.3450
             6.3750             .0000                2.4700
             6.3450             .0000                2.4700
             6.3450             .0000

       7950830                  .2500              12.0000
       331,745.78               .0300              11.9700
             6.2500             .0000              11.9700
             6.0000             .0000                2.4700
             5.9700             .0000                2.4700
             5.9700             .0000

       7950840                  .2500              11.5000
       358,379.29               .0300              11.4700
             6.7500             .0000              11.4700
             6.5000             .0000                2.4700
             6.4700             .0000                2.4700
             6.4700             .0000

       7950886                  .2500              11.5000
       640,000.00               .0300              11.4700
             6.7500             .0000              11.4700
             6.5000             .0000                2.4700
             6.4700             .0000                2.4700
             6.4700             .0000

       7950906                  .2500              11.3750
       449,600.00               .0300              11.3450
             6.6250             .0000              11.3450
             6.3750             .0000                2.4700
             6.3450             .0000                2.4700
             6.3450             .0000

       7950920                  .2500              11.3750
       360,000.00               .0300              11.3450
             6.6250             .0000              11.3450
             6.3750             .0000                2.4700
             6.3450             .0000                2.4700
             6.3450             .0000
1



       7950928                  .2500              11.6250
       316,999.00               .0300              11.5950
             6.8750             .0000              11.5950
             6.6250             .0000                2.4700
             6.5950             .0000                2.4700
             6.5950             .0000

       7950940                  .2500              12.0000
       356,143.23               .0300              11.9700
             6.2500             .0000              11.9700
             6.0000             .0000                2.4700
             5.9700             .0000                2.4700
             5.9700             .0000

       7950944                  .2500              11.3750
       542,347.51               .0300              11.3450
             6.6250             .0000              11.3450
             6.3750             .0000                2.4700
             6.3450             .0000                2.4700
             6.3450             .0000

       7951006                  .2500              11.3750
       511,389.06               .0300              11.3450
             6.6250             .0000              11.3450
             6.3750             .0000                2.4700
             6.3450             .0000                2.4700
             6.3450             .0000

       7951100                  .2500              10.7500
       642,017.32               .0300              10.7200
             6.0000             .0000              10.7200
             5.7500             .0000                2.4700
             5.7200             .0000                2.4700
             5.7200             .0000

       7958215                  .3750              10.7500
       331,969.24               .0300              10.7200
             6.1250             .0000              10.7200
             5.7500             .0000                2.3450
             5.7200             .0000                2.3450
             5.7200             .0000

       7958217                  .3750              10.5000
       528,275.34               .0300              10.4700
             5.8750             .0000              10.4700
             5.5000             .0000                2.3450
             5.4700             .0000                2.3450
             5.4700             .0000

       7958233                  .3750              10.5000
       533,706.42               .0300              10.4700
             5.8750             .0000              10.4700
             5.5000             .0000                2.2200
             5.4700             .0000                2.2200
             5.4700             .0000
1



       7958239                  .3750              10.7500
       559,177.56               .0300              10.7200
             6.1250             .0000              10.7200
             5.7500             .0000                2.2200
             5.7200             .0000                2.2200
             5.7200             .0000

       7984691                  .3750              11.0000
       515,305.78               .0300              10.9700
             6.3750             .0000              10.9700
             6.0000             .0000                2.3450
             5.9700             .0000                2.3450
             5.9700             .0000

       7984695                  .3750              11.0000
       348,361.86               .0300              10.9700
             6.3750             .0000              10.9700
             6.0000             .0000                2.3450
             5.9700             .0000                2.3450
             5.9700             .0000

       7984697                  .3750              10.7500
       515,089.44               .0300              10.7200
             6.1250             .0000              10.7200
             5.7500             .0000                2.3450
             5.7200             .0000                2.3450
             5.7200             .0000

       8010745                  .3750              11.0000
       574,793.96               .0300              10.9700
             6.3750             .0000              10.9700
             6.0000             .0000                2.3450
             5.9700             .0000                2.3450
             5.9700             .0000

       8010747                  .3750              10.3750
       423,405.15               .0300              10.3450
             5.7500             .0000              10.3450
             5.3750             .0000                2.2200
             5.3450             .0000                2.2200
             5.3450             .0000

       8010749                  .3750              10.7500
       391,473.41               .0300              10.7200
             6.1250             .0000              10.7200
             5.7500             .0000                2.3450
             5.7200             .0000                2.3450
             5.7200             .0000

       8142239                  .3750               9.7500
       354,500.00               .0300               9.7200
             5.1250             .0000               9.7200
             4.7500             .0000                1.5950
             4.7200             .0000                1.5950
             4.7200             .0000
1



       8142251                  .3750               9.7500
       322,056.76               .0300               9.7200
             5.1250             .0000               9.7200
             4.7500             .0000                2.3450
             4.7200             .0000                2.3450
             4.7200             .0000

       8142265                  .3750              10.7500
     1,143,700.00               .0300              10.7200
             6.1250             .0000              10.7200
             5.7500             .0000                1.5950
             5.7200             .0000                1.5950
             5.7200             .0000

       8142275                  .3750              13.0000
     1,400,000.00               .0300              12.9700
             7.3750             .0000              12.9700
             7.0000             .0000                1.5950
             6.9700             .0000                1.5950
             6.9700             .0000

       8142277                  .3750              12.6250
       389,784.71               .0300              12.5950
             6.6250             .0000              12.5950
             6.2500             .0000                1.5950
             6.2200             .0000                1.5950
             6.2200             .0000

       8142371                  .3750               9.7500
       635,000.00               .0300               9.7200
             5.1250             .0000               9.7200
             4.7500             .0000                1.5950
             4.7200             .0000                1.5950
             4.7200             .0000

       8142373                  .3750              10.1250
       360,806.59               .0300              10.0950
             5.5000             .0000              10.0950
             5.1250             .0000                2.3450
             5.0950             .0000                2.3450
             5.0950             .0000

       8142379                  .3750               9.5000
       360,000.00               .0300               9.4700
             4.8750             .0000               9.4700
             4.5000             .0000                1.5950
             4.4700             .0000                1.5950
             4.4700             .0000

       8142385                  .3750              10.3750
       370,236.04               .0300              10.3450
             5.7500             .0000              10.3450
             5.3750             .0000                2.3450
             5.3450             .0000                2.3450
             5.3450             .0000
1



       8142389                  .3750               9.3750
       341,899.46               .0300               9.3450
             4.7500             .0000               9.3450
             4.3750             .0000                2.3450
             4.3450             .0000                2.3450
             4.3450             .0000

       8142393                  .3750               9.8750
       534,767.67               .0300               9.8450
             5.2500             .0000               9.8450
             4.8750             .0000                2.3450
             4.8450             .0000                2.3450
             4.8450             .0000

       8142397                  .3750               9.2500
       398,449.36               .0300               9.2200
             4.6250             .0000               9.2200
             4.2500             .0000                2.3450
             4.2200             .0000                2.3450
             4.2200             .0000

       8142439                  .3750              10.0000
       556,000.00               .0300               9.9700
             5.3750             .0000               9.9700
             5.0000             .0000                1.5950
             4.9700             .0000                1.5950
             4.9700             .0000

       8142441                  .3750               9.7100
       492,000.00               .0300               9.6800
             5.0850             .0000               9.6800
             4.7100             .0000                1.5950
             4.6800             .0000                1.5950
             4.6800             .0000

       8218939                  .3750              11.8750
       159,387.97               .0300              11.8450
             6.2500             .0000              11.8450
             5.8750             .0000                2.4700
             5.8450             .0000                2.4700
             5.8450             .0000

       8218947                  .3750              10.5000
       366,625.83               .0300              10.4700
             5.8750             .0000              10.4700
             5.5000             .0000                2.3450
             5.4700             .0000                2.3450
             5.4700             .0000

       8218951                  .3750              11.0000
       199,793.10               .0300              10.9700
             5.3750             .0000              10.9700
             5.0000             .0000                2.3450
             4.9700             .0000                2.3450
             4.9700             .0000
1



       8218959                  .3750              10.5000
       513,341.31               .0300              10.4700
             5.8750             .0000              10.4700
             5.5000             .0000                2.3450
             5.4700             .0000                2.3450
             5.4700             .0000

       8218961                  .3750              10.7500
       368,141.85               .0300              10.7200
             6.1250             .0000              10.7200
             5.7500             .0000                2.3450
             5.7200             .0000                2.3450
             5.7200             .0000

       8218967                  .3750              10.8750
       599,430.70               .0300              10.8450
             6.2500             .0000              10.8450
             5.8750             .0000                2.3450
             5.8450             .0000                2.3450
             5.8450             .0000

       8218969                  .3750              10.3750
       349,634.58               .0300              10.3450
             5.7500             .0000              10.3450
             5.3750             .0000                2.3450
             5.3450             .0000                2.3450
             5.3450             .0000

       8218973                  .3750              11.0000
       369,168.94               .0300              10.9700
             5.3750             .0000              10.9700
             5.0000             .0000                1.8450
             4.9700             .0000                1.8450
             4.9700             .0000

       8218975                  .3750              10.0000
       399,101.57               .0300               9.9700
             5.3750             .0000               9.9700
             5.0000             .0000                2.3450
             4.9700             .0000                2.3450
             4.9700             .0000

       8218977                  .3750               9.6250
       543,346.36               .0300               9.5950
             5.0000             .0000               9.5950
             4.6250             .0000                2.3450
             4.5950             .0000                2.3450
             4.5950             .0000

       8218981                  .3750              10.7500
       477,337.93               .0300              10.7200
             6.1250             .0000              10.7200
             5.7500             .0000                2.3450
             5.7200             .0000                2.3450
             5.7200             .0000
1



       8218989                  .3750              11.1250
       966,893.25               .0300              11.0950
             6.5000             .0000              11.0950
             6.1250             .0000                2.4700
             6.0950             .0000                2.4700
             6.0950             .0000

       8229745                  .3750              11.2500
       516,053.48               .0300              11.2200
             5.6250             .0000              11.2200
             5.2500             .0000                2.3450
             5.2200             .0000                2.3450
             5.2200             .0000

       8229761                  .3750              11.3750
       600,413.17               .0300              11.3450
             5.7500             .0000              11.3450
             5.3750             .0000                2.3450
             5.3450             .0000                2.3450
             5.3450             .0000

       8229767                  .3750              11.1250
       443,038.26               .0300              11.0950
             5.5000             .0000              11.0950
             5.1250             .0000                2.3450
             5.0950             .0000                2.3450
             5.0950             .0000

       8229797                  .3750              11.1250
       413,082.56               .0300              11.0950
             5.5000             .0000              11.0950
             5.1250             .0000                2.3450
             5.0950             .0000                2.3450
             5.0950             .0000

       8270879                  .2500              11.1250
       557,473.05               .0300              11.0950
             5.3750             .0000              11.0950
             5.1250             .0000                2.4700
             5.0950             .0000                2.4700
             5.0950             .0000

  TOTAL NUMBER OF LOANS:      212
  TOTAL BALANCE........:         92,931,252.16


  RUN ON     : 12/26/02            RFC DISCLOSURE SYSTEM      RFFSDARM-01
  AT         : 11.06.05            INITIAL SECURITY FEES      AMORTIZED BALANCE
  SERIES     : RAMP 2002-RM1 ARM     ARM SUMMARY REPORT       CUTOFF : 12/01/02
  POOL       : 0004651
             :
             :
  POOL STATUS: F

                                   WEIGHTED AVERAGES    FROM        TO
  ----------------------------------------------------------------------------
  CURR NOTE RATE                       6.3821            4.3750      8.5000
  RFC NET RATE                         6.0432            4.0000      8.1250
  NET MTG RATE(INVSTR RATE)            6.0110            3.9250      8.0950
  POST STRIP RATE                      6.0110            3.9250      8.0950
  SUB SERV FEE                          .3389             .2500       .5000
  MSTR SERV FEE                         .0322              .0300      .7000
  ALL EXP                               .0000             .0000       .0000
  MISC EXP                              .0000             .0000       .0000
  SPREAD                                .0000             .0000       .0000
  STRIP                                 .0000             .0000       .0000
  RFC NET CEILING(MX RFC NET RT)      11.4477            9.2500     16.4250
  MAX NET MTG RT(MAX INV RT)          11.4156            9.2200     16.3950
  MAX POST STRIP RATE                 11.4156            9.2200     16.3950
  INV RATE MARGIN                      2.3264            1.5500      3.8450
  POST STRIP MARGIN                    2.3264            1.5500      3.8450







  TOTAL NUMBER OF LOANS:   212
  TOTAL BALANCE........:    92,931,252.16


                             ***************************
                             *      END OF REPORT      *
                             ***************************
  RUN ON     : 12/26/02           RFC DISCLOSURE SYSTEM       RFFSD175-01
  AT         : 11.06.05        NONFIXED RATE LOAN LISTING     AMORTIZED BALANCE
  SERIES     : RAMP 2002-RM1 ARM                              CUTOFF : 12/01/02
  POOL       : 0004651
             :
             :
  POOL STATUS: F

  RFC LOAN #                      ORIG RATE       ORIGINAL BAL    MAX NEG AM
  MORTGAGOR NAME                  CURR RATE       PRINCIPAL BAL   LN FEATURE
                                  CURR NET        ORIGINAL P+I    # OF UNITS
                                  NOTE CEILING    CURRENT P+I     LTV
  CITY           STATE  ZIP       NET CEILING     NOTE DATE
  SERVICER LOAN #                 NOTE FLOOR      1ST PMT DT      MI CO CODE
  SELLER LOAN #                   NET FLOOR       MATURITY DT     MI CVG
  INVSTR LOAN #                   GROSS MARGIN    1ST INTCHGDT    NXT INTCHGDT
  S/S CODE                        NET MARGIN      1ST PMTCHGDT    NXT PMTCHGDT
  INT CHG PRIOR DAYS              1ST YR FLR      PMT CAP INCR    PMT CAP DECR
  PMT TYPE                        1ST YR CEIL     INT FREQ MOS    PMT FREQ MOS
  ORIG TERM                       ADJ INDEX       PERIOD INCR     PERIOD DECR
  NOTE LF INCR                    RND NOTE TYPE   RND NOTE METH   RND NOTE FCTR
  NET LF INCR                     RND NET TYPE    RND NET METH    RND NET FCTR
  NOTE LF DECR                    LOAN PURP       CNVRT CODE      FROM WINDOW
  NET LF DECR                     PROP TYPE       CNVT INDEX      TO WINDOW
                                  OCCP CODE       CNVT MARGIN
  ______________________________________________________________________________


    4129786                           5.1250        309,866.48        100
                                      5.1250        298,216.70         ZZ
                                     4.6250           2,321.32         1
                                     14.1250          1,745.88         69
    MARYSVILLE      CA    95901     13.6250        08/17/99
    307362088                          .0000       09/01/99            00
    0002002494                         .0000       07/01/28            0
    0                                 2.7500       07/01/00        07/01/03
    W29/M32                           2.2500       08/01/00        08/01/03
      45                              8.1250          .0000           .0000
    A                                10.1250           12             12
      347                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    4331927                           5.2500         84,000.00        100
                                      5.2500         66,691.20         ZZ
                                     4.8000             792.03         2
                                     16.8750            514.14         53
    ELIZABETH       NJ    07202     16.4250        11/28/88
    3116107783                         .0000       01/01/89            00
    140833                             .0000       12/01/18            0
    0                                 3.2500       12/01/89        12/01/03
1


    S17/074                           2.8000       01/01/90        01/01/04
      45                              8.8750          .0000           .0000
    A                                12.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              U              .1250
        .0000                           S              U              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4332005                           5.1250         36,000.00        100
                                      5.1250         29,175.40         ZZ
                                     4.7500             309.30         2
                                     14.7500            215.87         43
    WILDWOOD CREST  NJ    08260     14.3750        09/15/89
    1071000025                         .0000       11/01/89            00
    1600115200                         .0000       10/01/19            0
    0                                 3.0000       10/01/90        10/01/03
    S17/447                           2.6250       11/01/90        11/01/03
      45                              7.7500          .0000           .0000
    A                                11.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4332019                           5.2500        125,000.00        100
                                      5.2500         89,821.11         ZZ
                                     4.8750           1,166.85         2
                                     16.7500            697.26         69
    STRATFORD       CT    06497     16.3750        05/01/89
    0108355058                         .0000       06/01/89            00
    2057605                            .0000       05/01/19            0
    0                                 2.7500       05/01/90        05/01/03
    S17/S48                           2.3750       06/01/90        06/01/03
      45                              8.7500          .0000           .0000
    A                                12.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4332050                           6.0000         80,000.00        100
                                      6.0000         58,712.14         ZZ
                                     5.6250             672.69         2
                                     15.5000            474.32         58
    BRIDGEPORT      CT    06608     15.1250        03/27/89
1


    0108366899                         .0000       05/01/89            00
    325687                             .0000       04/01/19            0
    0                                 3.2500       04/01/90        04/01/03
    S17/S48                           2.8750       05/01/90        05/01/03
      45                              7.5000          .0000           .0000
    A                                11.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4332084                           4.8750        171,000.00        100
                                      4.8750        154,379.61         ZZ
                                     4.5150             984.38         1
                                     11.6250            954.44         95
    MILILANI        HI    96789     11.2650        11/15/94
    6161530453                         .0000       01/01/95            00
    4457814                            .0000       12/01/24            0
    0                                 2.8750       12/01/95        12/01/03
    S17/686                           2.5150       01/01/96        01/01/04
      45                              3.6250          .0000           .0000
    A                                 7.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    5524028                           7.2500        162,000.00        100
                                      7.2500        159,949.96         T
                                     7.0000           1,105.13         1
                                     13.2500          1,105.13         90
    RENO            NV    89506     13.0000        09/05/01
    0400463444                         .0000       10/01/01            00
    0400463444                         .0000       09/01/31            0
    0                                 2.7500       09/01/04        09/01/04
    E82/G01                           2.5000       10/01/04        10/01/04
      45                              5.2500          .0000           .0000
    A                                 9.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7035573                           6.8750        644,600.00        100
                                      6.8750        636,729.55         ZZ
1


                                     6.5000           4,234.56         1
                                     12.8750          4,234.56         74
    BROOKLYN        MI    49230     12.5000        09/10/01
    0577946                            .0000       11/01/01            00
    0060183678                         .0000       10/01/31            0
    0                                 2.8750       10/01/04        10/01/04
    X12/168                           2.5000       11/01/04        11/01/04
      45                              4.8750          .0000           .0000
    A                                 8.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7035583                           6.6250        408,000.00        100
                                      6.6250        403,162.18         ZZ
                                     6.2500           2,612.47         1
                                     12.6250          2,612.47         65
    LAFAYETTE       CA    94595     12.2500        10/01/01
    0583289                            .0000       12/01/01            00
    0060184169                         .0000       11/01/31            0
    0                                 2.8750       11/01/04        11/01/04
    X12/168                           2.5000       12/01/04        12/01/04
      45                              4.6250          .0000           .0000
    A                                 8.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7035603                           6.0000        554,000.00        100
                                      6.0000        548,359.15         ZZ
                                     5.6250           3,321.51         1
                                     12.0000          3,321.51         64
    SCOTTSDALE      AZ    85259     11.6250        01/10/02
    0675432                            .0000       03/01/02            00
    0060185092                         .0000       02/01/32            0
    0                                 2.8750       02/01/05        02/01/05
    X12/168                           2.5000       03/01/05        03/01/05
      45                              4.0000          .0000           .0000
    A                                 8.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000
1




    7035607                           6.0000        407,120.00        100
                                      6.0000        402,548.55         ZZ
                                     5.7500           2,440.90         1
                                     12.0000          2,440.90         77
    LARKSPUR        CO    80118     11.7500        12/04/01
    354503982                          .0000       02/01/02            00
    0060221267                         .0000       01/01/32            0
    0                                 2.7500       01/01/05        01/01/05
    X12/560                           2.5000       02/01/05        02/01/05
      45                              4.0000          .0000           .0000
    A                                 8.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7035609                           6.3750        313,600.00        100
                                      6.3750        309,359.60         ZZ
                                     6.1250           1,956.46         1
                                     12.3750          1,956.46         80
    MARTINEZ        CA    94553     12.1250        11/30/01
    354504388                          .0000       01/01/02            00
    0060221281                         .0000       12/01/31            0
    0                                 2.7500       12/01/04        12/01/04
    X12/560                           2.5000       01/01/05        01/01/05
      45                              4.3750          .0000           .0000
    A                                 8.3750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7035627                           5.6250        332,000.00        100
                                      5.6250        328,002.97         T
                                     5.3750           1,911.18         1
                                     11.6250          1,911.18         22
    SANIBEL         FL    33957     11.3750        12/21/01
    520768607                          .0000       02/01/02            00
    0061803307                         .0000       01/01/32            0
    0                                 2.7500       01/01/05        01/01/05
    X12/560                           2.5000       02/01/05        02/01/05
      45                              3.6250          .0000           .0000
    A                                 7.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7035695                           5.6250        348,800.00        100
                                      5.6250        344,991.46         ZZ
                                     5.3750           2,007.89         1
                                     11.6250          2,007.89         80
    DUBLIN          OH    43017     11.3750        01/04/02
    600243799                          .0000       03/01/02            00
    0061804097                         .0000       02/01/32            0
    0                                 2.7500       02/01/05        02/01/05
    X12/560                           2.5000       03/01/05        03/01/05
      45                              3.6250          .0000           .0000
    A                                 7.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7035699                           6.0000        463,250.00        100
                                      6.0000        458,033.35         ZZ
                                     5.7500           2,777.42         1
                                     12.0000          2,777.42         85
    BRIDGEPORT      TX    76426     11.7500        01/18/02
    524543303                          .0000       03/01/02            10
    0061804223                         .0000       02/01/32           12
    0                                 2.7500       02/01/05        02/01/05
    X12/560                           2.5000       03/01/05        03/01/05
      45                              4.0000          .0000           .0000
    A                                 8.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7088152                           7.0000         54,000.00        100
                                      7.0000         23,932.63         ZZ
                                     6.6250             394.36         1
                                     13.9500            276.90         75
    COLUMBIA        SC    29223     13.5750        01/20/98
    270000060                          .0000       03/01/98            00
    6000437704                         .0000       02/01/28            0
    0                                 3.2500       02/01/99        02/01/03
    B86/M32                           2.8750       03/01/99        03/01/03
      45                              5.9500          .0000           .0000
    A                                 9.9500           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    7088220                           8.1250        735,000.00        100
                                      8.1250        727,666.55         ZZ
                                     7.7500           5,457.36         1
                                     14.1250          5,457.36         70
    CHAPIN          SC    29036     13.7500        09/13/01
    6000471315                         .0000       11/01/01            00
    6000471315                         .0000       10/01/31            0
    0                                 3.2500       10/01/04        10/01/04
    B86/T77                           2.8750       11/01/04        11/01/04
      45                              6.1250          .0000           .0000
    A                                10.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7088354                           7.7500        115,000.00        100
                                      7.7500         77,026.70         ZZ
                                     7.3750           1,183.58         4
                                     15.2500          1,052.98         77
    CHARLESTON      SC    29412     14.8750        12/12/96
    6000525151                         .0000       02/01/97            00
    6000525151                         .0000       01/01/12            0
    0                                 3.6250       01/01/98        01/01/03
    B86/T77                           3.2500       02/01/98        02/01/03
      45                              7.2500          .0000           .0000
    A                                11.2500           12             12
      180                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7088908                           5.7500        115,000.00        100
                                      5.7500         96,927.69         ZZ
                                     5.3750             804.10         4
                                     12.5000            688.26         70
    COLUMBIA        SC    29203     12.1250        06/16/92
    6000645389                         .0000       08/01/92            00
    6000645389                         .0000       07/01/22            0
    0                                 3.0000       07/01/93        07/01/03
1


    B86/T77                           2.6250       08/01/93        08/01/03
      45                              6.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    7089048                           6.5000         85,000.00        100
                                      6.5000         82,504.20         ZZ
                                     6.1250             565.51         1
                                     13.0000            539.64         88
    CLEVELAND       SC    29635     12.6250        01/24/00
    270000207                          .0000       03/01/00            11
    6000812526                         .0000       02/01/30           25
    0                                 2.7500       02/01/01        02/01/03
    B86/M32                           2.3750       03/01/01        03/01/03
      45                              5.0000          .0000           .0000
    A                                 9.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7089180                           8.5000        248,000.00        100
                                      8.5000        243,906.61         ZZ
                                     8.1250           1,906.91         1
                                     14.5000          1,906.91         80
    TRAVELERS REST  SC    29690     14.1250        10/03/00
    270000243                          .0000       12/01/00            00
    6000838448                         .0000       11/01/30            0
    0                                 3.2500       11/01/03        11/01/03
    B86/M32                           2.8750       12/01/03        12/01/03
      45                              6.5000          .0000           .0000
    A                                10.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7089272                           7.7500        206,910.00        100
                                      7.7500        203,967.97         T
                                     7.3750           1,482.33         1
                                     13.7500          1,482.33         90
    MYRTLE BEACH    SC    29572     13.3750        04/17/01
1


    6000857562                         .0000       06/01/01            11
    6000857562                         .0000       05/01/31           25
    0                                 3.2500       05/01/04        05/01/04
    B86/T77                           2.8750       06/01/04        06/01/04
      45                              5.7500          .0000           .0000
    A                                 9.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           06             0           00/00/00
                                        O             .0000


    7089294                           8.0000        164,000.00        100
                                      8.0000        161,902.83         ZZ
                                     7.6250           1,203.38         1
                                     14.0000          1,203.38         92
    GREENVILLE      SC    29605     13.6250        05/02/01
    270000267                          .0000       07/01/01            00
    6000863172                         .0000       06/01/31            0
    0                                 3.2500       06/01/04        06/01/04
    B86/M32                           2.8750       07/01/04        07/01/04
      45                              6.0000          .0000           .0000
    A                                10.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7098891                           6.5000        575,000.00        100
                                      6.5000        575,000.00         ZZ
                                     6.1250           3,114.58         1
                                     11.5000          3,114.58        100
    COLUMBUS        IN    47201     11.1250        01/17/02
    7075652078                         .0000       03/01/02            92
    7075652078                         .0000       02/01/32            0
    0                                 2.0000       02/01/09        02/01/09
    581/X79                           1.6250       03/01/09        03/01/09
      25                              2.0000          .0000           .0000
    A                                11.5000            6              6
      360                               E            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7098921                           6.8750      1,518,000.00        100
                                      6.8750      1,518,000.00         ZZ
1


                                     6.5000           8,696.88         1
                                     11.8750          8,696.88         85
    PHOENIX         AZ    85018     11.5000        01/17/02
    7075699723                         .0000       03/01/02            92
    7075699723                         .0000       02/01/32            0
    0                                 2.0000       02/01/09        02/01/09
    581/X79                           1.6250       03/01/09        03/01/09
      25                              2.0000          .0000           .0000
    A                                11.8750            6              6
      360                               E            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7098963                           6.2500        476,000.00        100
                                      6.2500        402,425.20         ZZ
                                     5.8750           2,479.17         1
                                     11.2500          2,095.96         80
    DENVER          CO    80220     10.8750        01/31/02
    7075868286                         .0000       03/01/02            00
    7075868286                         .0000       02/01/32            0
    0                                 2.0000       02/01/09        02/01/09
    581/X79                           1.6250       03/01/09        03/01/09
      25                              2.0000          .0000           .0000
    A                                11.2500            6              6
      360                               E            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7099017                           6.4200        399,000.00        100
                                      6.4200        399,000.00         ZZ
                                     6.0450           2,134.65         1
                                     11.4200          2,134.65        100
    KEYSTONE HEIGH  FL    32656     11.0450        01/15/02
    7075899216                         .0000       03/01/02            92
    7075899216                         .0000       02/01/32            0
    0                                 2.0000       02/01/09        02/01/09
    581/X79                           1.6250       03/01/09        03/01/09
      25                              2.0000          .0000           .0000
    A                                11.4200            6              6
      360                               E            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000
1




    7099019                           6.5000         85,000.00        100
                                      6.5000         83,243.16         T
                                     6.1250             460.42         1
                                     11.5000            450.90        100
    TALLAHASSEE     FL    32304     11.1250        01/15/02
    7075901913                         .0000       03/01/02            92
    7075901913                         .0000       02/01/32            0
    0                                 2.0000       02/01/09        02/01/09
    581/X79                           1.6250       03/01/09        03/01/09
      25                              2.0000          .0000           .0000
    A                                11.5000            6              6
      360                               E            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7099059                           6.2900        391,500.00        100
                                      6.2900        391,397.42         ZZ
                                     5.9150           2,052.11         1
                                     11.2900          2,051.57         90
    SHELBY TOWNSHI  MI    48315     10.9150        01/17/02
    7075970603                         .0000       03/01/02            92
    7075970603                         .0000       02/01/32            0
    0                                 2.0000       02/01/09        02/01/09
    581/X79                           1.6250       03/01/09        03/01/09
      25                              2.0000          .0000           .0000
    A                                11.2900            6              6
      360                               E            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7493011                           7.7500      2,730,000.00        100
                                      7.7500      2,710,162.25         ZZ
                                     7.3750          19,558.05         1
                                     13.7500         19,558.05         65
    BEVERLY HILLS   CA    90210     13.3750        01/15/02
    0010409027                        3.0000       03/01/02            00
    00C1120010                        2.6250       02/01/32            0
    0                                 3.0000       02/01/05        02/01/05
    X68/H74                           2.6250       03/01/05        03/01/05
      25                              3.0000          .0000           .0000
    A                                13.7500            6              6
      360                               E            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


       4.7500                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7493023                           7.5000        431,250.00        100
                                      7.5000        426,582.69         ZZ
                                     7.1250           3,015.36         1
                                     13.5000          3,015.36         75
    LAGUNA BEACH    CA    92651     13.1250        09/11/01
    10409050                          7.5000       11/01/01            00
    00W1080190                        7.1250       10/01/31            0
    0                                 3.0000       10/01/06        10/01/06
    X68/Y15                           2.6250       11/01/06        11/01/06
      25                              7.5000          .0000           .0000
    A                                13.5000            6              6
      360                               E            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    7493025                           7.5000        431,250.00        100
                                      7.5000        426,582.69         ZZ
                                     7.1250           3,015.36         1
                                     13.5000          3,015.36         75
    LAGUNA BEACH    CA    92651     13.1250        09/14/01
    10409068                          7.5000       11/01/01            00
    00W1080192                        7.1250       10/01/31            0
    0                                 3.0000       10/01/06        10/01/06
    X68/Y15                           2.6250       11/01/06        11/01/06
      25                              7.5000          .0000           .0000
    A                                13.5000            6              6
      360                               E            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    7493029                           6.8750      4,000,000.00        100
                                      6.8750      3,957,049.99         ZZ
                                     6.5000          26,277.15         1
                                     12.8750         26,277.15         58
    LAGUNA BEACH    CA    92651     12.5000        11/07/01
    0010409035                        6.8750       01/01/02            00
    00W1090078                        6.5000       12/01/31            0
    0                                 3.0000       12/01/06        12/01/06
    X68/H74                           2.6250       01/01/07        01/01/07
      25                              6.8750          .0000           .0000
    A                                12.8750            6              6
1


      360                               E            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7493055                           6.1250        840,000.00        100
                                      6.1250        832,500.30         ZZ
                                     5.7500           5,103.93         1
                                     11.1250          5,103.93         72
    PARADISE VALLE  AZ    85253     10.7500        02/11/02
    10409183                          6.1250       04/01/02            00
    00W2010078                        5.7500       03/01/32            0
    0                                 4.2500       03/01/05        03/01/05
    X68/Y15                           3.8750       04/01/05        04/01/05
      25                              6.1250          .0000           .0000
    A                                 9.1250            6              6
      360                               E            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    7634405                           5.6250        424,000.00        100
                                      5.6250        419,843.15         ZZ
                                     5.3750           2,440.78         1
                                     11.6250          2,440.78         80
    PLEASANTON      CA    94588     11.3750        02/21/02
    0028461093                         .0000       04/01/02            00
    0028461093                         .0000       03/01/32            0
    0                                 2.7500       03/01/05        03/01/05
    J95/J95                           2.5000       04/01/05        04/01/05
      45                              3.6250          .0000           .0000
    A                                 7.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7693100                           5.2500        562,250.00        100
                                      5.2500        562,004.00         ZZ
                                     4.8750           2,459.84         1
                                     11.2500          2,458.77         65
    DANA POINT      CA    92624     10.8750        11/30/01
    0010406601                        5.2500       02/01/02            00
    C1110023                          4.8750       01/01/32            0
    0                                 2.7500       07/01/02        01/01/03
1


    X68/H74                           2.3750       08/01/02        02/01/03
      45                              5.2500          .0000           .0000
    A                                 6.2500            6              6
      360                               9            1.0000          1.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    7693112                           6.2500        180,800.00        100
                                      6.2500        178,312.07         ZZ
                                     5.8750           1,113.22         1
                                     11.2500          1,113.22         80
    GRANADA HILLS   CA    91344     10.8750        09/10/01
    0010406668                         .0000       11/01/01            00
    W1080135                           .0000       10/01/31            0
    0                                 4.2500       10/01/04        10/01/04
    X68/H74                           3.8750       11/01/04        11/01/04
      45                              6.2500          .0000           .0000
    A                                 9.2500            6              6
      360                               R            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7693126                           6.5000      1,080,000.00        100
                                      6.5000      1,067,928.65         ZZ
                                     6.1250           6,826.33         1
                                     12.5000          6,826.33         60
    BLOOMFIELD TOW  MI    48302     12.1250        11/21/01
    0010406726                        6.5000       01/01/02            00
    W1090064                          6.1250       12/01/31            0
    0                                 3.0000       12/01/06        12/01/06
    X68/H74                           2.6250       01/01/07        01/01/07
      25                              6.5000          .0000           .0000
    A                                12.5000            6              6
      360                               E            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7693134                           7.0000        372,450.00        100
                                      7.0000        368,265.99         ZZ
                                     6.6250           2,477.92         1
                                     13.0000          2,477.92         80
    SAN JOSE        CA    95132     12.6250        11/24/01
1


    0010406767                        7.0000       01/01/02            00
    W1100007                          6.6250       12/01/31            0
    0                                 3.0000       12/01/06        12/01/06
    X68/H74                           2.6250       01/01/07        01/01/07
      25                              7.0000          .0000           .0000
    A                                13.0000            6              6
      360                               E            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    7693140                           4.8750        400,000.00        100
                                      4.8750        392,563.01         T
                                     4.5000           2,116.83         1
                                     10.8750          2,112.46         60
    WINTER PARK     FL    32789     10.5000        10/22/01
    0010406783                        4.8750       12/01/01            00
    W1100016                          4.5000       11/01/31            0
    0                                 2.7500       05/01/02        05/01/03
    X68/H74                           2.3750       06/01/02        06/01/03
      25                              4.8750          .0000           .0000
    A                                 5.8750            6              6
      360                               E            1.0000          1.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    7693148                           6.7500      1,500,000.00        100
                                      6.7500      1,482,632.36         ZZ
                                     6.3750           9,728.97         1
                                     12.7500          9,728.97         64
    CHICAGO         IL    60610     12.3750        10/19/01
    0010406825                        6.7500       12/01/01            00
    W1100027                          6.3750       11/01/31            0
    0                                 3.0000       11/01/06        11/01/06
    X68/H74                           2.6250       12/01/06        12/01/06
      25                              6.7500          .0000           .0000
    A                                12.7500            6              6
      360                               E            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           09             0           00/00/00
                                        O             .0000


    7693160                           4.3750        600,000.00        100
                                      4.3750        599,891.88         ZZ
1


                                     4.0000           2,125.00         1
                                     10.2500          3,045.40         71
    BOCA RATON      FL    33431      9.8750        11/26/01
    0010406882                        4.2500       01/01/02            00
    W1110000                          3.8750       12/01/31            0
    0                                 2.7500       06/01/02        06/01/03
    X68/H74                           2.3750       07/01/02        07/01/03
      25                              4.2500          .0000           .0000
    A                                 5.2500            6              6
      360                               E            1.0000          1.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    7693178                           6.6250        459,000.00        100
                                      6.6250        459,000.00         ZZ
                                     6.2500           2,534.06         1
                                     12.6250          2,534.06         90
    PHOENIX         AZ    85045     12.2500        11/30/01
    0010407070                        6.6250       01/01/02            10
    W1110067                          6.2500       12/01/31           25
    0                                 3.0000       12/01/06        12/01/06
    X68/H74                           2.6250       01/01/07        01/01/07
      25                              6.6250          .0000           .0000
    A                                12.6250            6              6
      360                               E            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    7693184                           4.8750        375,250.00        100
                                      4.8750        370,070.26         ZZ
                                     4.5000           1,985.85         1
                                     10.8750          1,985.85         95
    PEMBROKE PINES  FL    33029     10.5000        12/03/01
    0010407104                        4.8750       02/01/02            10
    W1110086                          4.5000       01/01/32           30
    0                                 2.7500       07/01/02        01/01/03
    X68/H74                           2.3750       08/01/02        02/01/03
      25                              4.8750          .0000           .0000
    A                                 5.8750            6              6
      360                               E            1.0000          1.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000
1




    7693190                           7.0000      1,470,000.00        100
                                      7.0000      1,456,352.15         ZZ
                                     6.6250           9,779.95         1
                                     13.0000          9,779.94         68
    SANTA BARBARA   CA    93108     12.6250        12/15/01
    0010407013                        7.0000       02/01/02            00
    W1110094                          6.6250       01/01/32            0
    0                                 2.7500       07/01/02        01/01/03
    X68/H74                           2.3750       08/01/02        02/01/03
      25                              7.0000          .0000           .0000
    A                                 8.0000            6              6
      360                               E            1.0000          1.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    7693196                           4.8750        201,650.00        100
                                      4.8750        198,677.20         T
                                     4.5000             992.00         1
                                     10.2500          1,066.19         50
    DESTIN          FL    32550      9.8750        12/27/01
    0010407047                        4.2500       02/01/02            00
    W1120042                          3.8750       01/01/32            0
    0                                 2.7500       07/01/02        01/01/03
    X68/H74                           2.3750       08/01/02        02/01/03
      25                              4.2500          .0000           .0000
    A                                 5.2500            6              6
      360                               E            1.0000          1.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    7693198                           6.8750        750,000.00        100
                                      6.8750        745,963.81         ZZ
                                     6.5000           4,296.88         1
                                     12.8750          4,273.75         70
    VAIL            CO    81657     12.5000        12/21/01
    0010407054                        6.8750       02/01/02            00
    W1120047                          6.5000       01/01/32            0
    0                                 3.0000       01/01/05        01/01/05
    X68/H74                           2.6250       02/01/05        02/01/05
      25                              6.8750          .0000           .0000
    A                                12.8750            6              6
      360                               E            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7711755                           6.6250        140,000.00        100
                                      6.6250        107,354.27         ZZ
                                     6.2500             896.44         1
                                     12.6250            896.44         49
    NEW YORK        NY    10016     12.2500        10/03/01
    7076069116                         .0000       12/01/01            00
    7076069116                         .0000       11/01/31            0
    0                                 2.7500       11/01/06        11/01/06
    581/X79                           2.3750       12/01/06        12/01/06
      45                              2.7500          .0000           .0000
    A                                12.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    7714223                           5.2500        248,559.00        100
                                      5.2500        246,242.86         ZZ
                                     4.8750           1,372.56         1
                                     11.2500          1,372.56         60
    CHICAGO         IL    60618     10.8750        03/19/02
    0010410678                         .0000       05/01/02            00
    0008296022                         .0000       04/01/32            0
    0                                 2.7500       04/01/05        04/01/05
    438/G61                           2.3750       05/01/05        05/01/05
      45                              3.2500          .0000           .0000
    A                                 7.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7714247                           6.0000      1,085,000.00        100
                                      6.0000      1,077,324.56         ZZ
                                     5.6250           6,505.13         1
                                     12.0000          6,505.13         73
    WAXHAW          NC    28173     11.6250        04/19/02
    0010410793                         .0000       06/01/02            00
    0008337263                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    438/G61                           2.3750       06/01/07        06/01/07
      45                              4.0000          .0000           .0000
    A                                 8.0000           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    7762775                           4.3750        102,600.00        100
                                      4.3750        101,483.25         ZZ
                                     4.0000             512.27         1
                                     10.3750            512.27         56
    SUGAR LAND      TX    77479     10.0000        03/22/02
    0AMC608385                         .0000       05/01/02            00
    0AMC608385                         .0000       04/01/32            0
    0                                 2.7500       04/01/03        04/01/03
    514/514                           2.3750       05/01/03        05/01/03
      25                              3.3750          .0000           .0000
    A                                 5.3750            6              6
      360                               E            1.0000          1.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7762787                           5.7500        150,500.00        100
                                      5.7500        149,384.12         ZZ
                                     5.3750             878.28         1
                                     11.7500            878.28         80
    JAMESTOWN       CA    95327     11.3750        04/04/02
    0AMC746599                         .0000       06/01/02            00
    0AMC746599                         .0000       05/01/32            0
    0                                 2.7500       05/01/05        05/01/05
    514/514                           2.3750       06/01/05        06/01/05
      25                              4.7500          .0000           .0000
    A                                 6.7500            6              6
      360                               E            1.0000          1.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777539                           6.5000        433,650.00        100
                                      6.5000        430,453.70         ZZ
                                     6.2500           2,740.96         1
                                     11.5000          2,740.96         80
    HUNTINGTON BEA  CA    92646     11.2500        03/01/02
    0028299782                         .0000       05/01/02            00
    0028299782                         .0000       04/01/32            0
    0                                 2.7500       04/01/07        04/01/07
1


    J95/J95                           2.5000       05/01/07        05/01/07
      45                              2.7500          .0000           .0000
    A                                11.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    7777555                           7.0000        697,500.00        100
                                      7.0000        693,002.88         ZZ
                                     6.7500           4,640.48         1
                                     12.0000          4,640.48         75
    BURLINGAME      CA    94010     11.7500        04/16/02
    0028622090                         .0000       06/01/02            00
    0028622090                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    J95/J95                           2.5000       06/01/07        06/01/07
      45                              2.7500          .0000           .0000
    A                                12.0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777557                           6.2500        612,000.00        100
                                      6.2500        607,871.12         T
                                     6.0000           3,768.19         1
                                     12.2500          3,768.19         62
    WARREN          OR    97053     12.0000        04/02/02
    0028634970                         .0000       06/01/02            00
    0028634970                         .0000       05/01/32            0
    0                                 2.7500       05/01/05        05/01/05
    J95/J95                           2.5000       06/01/05        06/01/05
      45                              4.2500          .0000           .0000
    A                                 8.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777569                           6.1250        350,000.00        100
                                      6.1250        347,211.40         ZZ
                                     5.8750           2,126.64         1
                                     11.1250          2,126.64         36
    BURLINGAME      CA    94010     10.8750        04/01/02
1


    0028703304                         .0000       06/01/02            00
    0028703304                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    J95/J95                           2.5000       06/01/07        06/01/07
      45                              2.7500          .0000           .0000
    A                                11.1250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777583                           6.5000        355,000.00        100
                                      6.5000        352,659.01         ZZ
                                     6.2500           2,243.84         1
                                     11.5000          2,243.84         65
    SAN JOSE        CA    95124     11.2500        04/10/02
    0028732899                         .0000       06/01/02            00
    0028732899                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    J95/J95                           2.5000       06/01/07        06/01/07
      45                              2.7500          .0000           .0000
    A                                11.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777593                           6.7500        368,000.00        100
                                      6.7500        365,744.35         ZZ
                                     6.5000           2,386.84         1
                                     11.7500          2,386.84         80
    SAN RAMON       CA    94583     11.5000        04/23/02
    0028760049                         .0000       06/01/02            00
    0028760049                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    J95/J95                           2.5000       06/01/07        06/01/07
      45                              2.7500          .0000           .0000
    A                                11.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777609                           6.7500        750,000.00        100
                                      6.7500        745,402.83         ZZ
1


                                     6.5000           4,864.49         1
                                     11.7500          4,864.49         75
    REDWOOD CITY    CA    94061     11.5000        04/26/02
    0028777209                         .0000       06/01/02            00
    0028777209                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    J95/J95                           2.5000       06/01/07        06/01/07
      45                              2.7500          .0000           .0000
    A                                11.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777617                           6.6250        380,800.00        100
                                      6.6250        363,593.53         T
                                     6.3750           2,438.31         1
                                     11.6250          2,438.31         55
    VAIL            CO    81658     11.3750        04/10/02
    0028790848                         .0000       06/01/02            00
    0028790848                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    J95/J95                           2.5000       06/01/07        06/01/07
      45                              2.7500          .0000           .0000
    A                                11.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    7777627                           6.3750        479,200.00        100
                                      6.3750        476,032.52         ZZ
                                     6.1250           2,989.58         1
                                     12.3750          2,989.58         80
    SAN JOSE        CA    95124     12.1250        04/01/02
    0028811347                         .0000       06/01/02            00
    0028811347                         .0000       05/01/32            0
    0                                 2.7500       05/01/05        05/01/05
    J95/J95                           2.5000       06/01/05        06/01/05
      45                              4.3750          .0000           .0000
    A                                 8.3750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    7777635                           6.7500        421,600.00        100
                                      6.7500        419,015.79         ZZ
                                     6.5000           2,734.49         1
                                     11.7500          2,734.49         80
    REDWOOD CITY    CA    94061     11.5000        04/24/02
    0028819506                         .0000       06/01/02            00
    0028819506                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    J95/J95                           2.5000       06/01/07        06/01/07
      45                              2.7500          .0000           .0000
    A                                11.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777639                           6.5000        400,000.00        100
                                      6.5000        397,427.28         ZZ
                                     6.2500           2,528.27         1
                                     11.5000          2,528.27         64
    MOUNTAIN VIEW   CA    94040     11.2500        04/12/02
    0028824456                         .0000       06/01/02            00
    0028824456                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    J95/J95                           2.5000       06/01/07        06/01/07
      45                              2.7500          .0000           .0000
    A                                11.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777641                           6.1250        844,000.00        100
                                      6.1250        831,972.49         ZZ
                                     5.8750           5,128.23         1
                                     12.1250          5,128.23         65
    MENLO PARK      CA    94025     11.8750        04/01/02
    0028830750                         .0000       06/01/02            00
    0028830750                         .0000       05/01/32            0
    0                                 2.7500       05/01/05        05/01/05
    J95/J95                           2.5000       06/01/05        06/01/05
      45                              4.1250          .0000           .0000
    A                                 8.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777647                           5.1250        444,000.00        100
                                      5.1250        439,227.61         ZZ
                                     4.7500           2,417.52         1
                                     11.1250          2,417.52         80
    PLEASANTON      CA    94566     10.7500        02/01/02
    0028840346                         .0000       04/01/02            00
    0028840346                         .0000       03/01/32            0
    0                                 3.0000       03/01/03        03/01/03
    J95/J95                           2.6250       04/01/03        04/01/03
      45                              3.1250          .0000           .0000
    A                                 7.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777651                           6.3750      1,000,000.00        100
                                      6.3750        993,412.35         T
                                     6.1250           6,238.70         1
                                     12.3750          6,238.70         63
    CARMEL          CA    93921     12.1250        04/04/02
    0028843159                         .0000       06/01/02            00
    0028843159                         .0000       05/01/32            0
    0                                 2.7500       05/01/05        05/01/05
    J95/J95                           2.5000       06/01/05        06/01/05
      45                              4.3750          .0000           .0000
    A                                 8.3750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777667                           6.2500        432,000.00        100
                                      6.2500        429,085.46         ZZ
                                     6.0000           2,659.90         1
                                     11.2500          2,659.90         80
    ANAHEIM         CA    92807     11.0000        04/15/02
    0028866655                         .0000       06/01/02            00
    0028866655                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    J95/J95                           2.5000       06/01/07        06/01/07
      45                              2.7500          .0000           .0000
    A                                11.2500           12             12
1


      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777671                           6.3750        307,500.00        100
                                      6.3750        305,098.57         ZZ
                                     6.1250           1,918.40         1
                                     12.3750          1,918.40         75
    SHERWOOD        OR    97140     12.1250        03/27/02
    0028872679                         .0000       05/01/02            00
    0028872679                         .0000       04/01/32            0
    0                                 2.7500       04/01/05        04/01/05
    J95/J95                           2.5000       05/01/05        05/01/05
      45                              4.3750          .0000           .0000
    A                                 8.3750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777719                           6.6250        464,800.00        100
                                      6.6250        461,881.40         ZZ
                                     6.3750           2,976.17         1
                                     11.6250          2,976.17         80
    MOUNTAIN VIEW   CA    94043     11.3750        04/26/02
    0028934461                         .0000       06/01/02            00
    0028934461                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    J95/J95                           2.5000       06/01/07        06/01/07
      45                              2.7500          .0000           .0000
    A                                11.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    7777749                           6.1250        320,000.00        100
                                      6.1250        317,789.19         ZZ
                                     5.8750           1,944.36         1
                                     12.1250          1,944.36         58
    SCAPPOOSE       OR    97056     11.8750        04/22/02
    0028986404                         .0000       06/01/02            00
    0028986404                         .0000       05/01/32            0
    0                                 2.7500       05/01/05        05/01/05
1


    J95/J95                           2.5000       06/01/05        06/01/05
      45                              4.1250          .0000           .0000
    A                                 8.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7777763                           5.7500        330,450.00        100
                                      5.7500        328,354.96         ZZ
                                     5.5000           1,928.42         1
                                     11.7500          1,928.42         80
    PLANO           TX    75024     11.5000        05/02/02
    0029109352                         .0000       07/01/02            00
    0029109352                         .0000       06/01/32            0
    0                                 2.7500       06/01/05        06/01/05
    J95/J95                           2.5000       07/01/05        07/01/05
      45                              3.7500          .0000           .0000
    A                                 7.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7793571                           6.2500        350,000.00        100
                                      6.2500        346,948.13         ZZ
                                     5.8750           2,155.01         1
                                     11.2500          2,155.01         42
    NEW YORK        NY    10024     10.8750        02/08/02
    0620098035                         .0000       04/01/02            00
    0620098035                         .0000       03/01/32            0
    0                                 2.7500       03/01/07        03/01/07
    181/Y11                           2.3750       04/01/07        04/01/07
      45                              4.2500          .0000           .0000
    A                                 8.2500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           06             0           00/00/00
                                        O             .0000


    7793633                           6.5000        329,000.00        100
                                      6.5000        326,255.72         T
                                     6.1250           2,079.50         1
                                     11.5000          2,079.50         70
    FORT MYERS      FL    33908     11.1250        03/15/02
1


    0621597304                         .0000       05/01/02            00
    0621597304                         .0000       04/01/32            0
    0                                 2.7500       04/01/07        04/01/07
    181/Y11                           2.3750       05/01/07        05/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    7793659                           6.5000        374,000.00        100
                                      6.5000        371,594.52         ZZ
                                     6.1250           2,363.93         1
                                     11.5000          2,363.93         74
    PINCKNEY        MI    48169     11.1250        04/17/02
    0621828508                         .0000       06/01/02            00
    0621828508                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7793661                           6.3750        385,000.00        100
                                      6.3750        382,065.24         ZZ
                                     6.0000           2,401.90         1
                                     11.3750          2,401.90         49
    CHICAGO         IL    60611     11.0000        04/02/02
    0621835482                         .0000       06/01/02            00
    0621835482                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.3750          .0000           .0000
    A                                 8.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           06             0           00/00/00
                                        O             .0000


    7793679                           6.3750        482,300.00        100
                                      6.3750        478,659.24         ZZ
1


                                     6.0000           3,008.92         1
                                     11.3750          3,008.92         49
    SCOTTSDALE      AZ    85262     11.0000        03/19/02
    0621912885                         .0000       05/01/02            00
    0621912885                         .0000       04/01/32            0
    0                                 2.7500       04/01/07        04/01/07
    181/Y11                           2.3750       05/01/07        05/01/07
      45                              4.3750          .0000           .0000
    A                                 8.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7793687                           6.2500        450,000.00        100
                                      6.2500        446,241.98         ZZ
                                     5.8750           2,770.73         1
                                     11.2500          2,770.73         50
    RIVER FOREST    IL    60305     10.8750        03/13/02
    0621927369                         .0000       05/01/02            00
    0621927369                         .0000       04/01/32            0
    0                                 2.7500       04/01/07        04/01/07
    181/Y11                           2.3750       05/01/07        05/01/07
      45                              4.2500          .0000           .0000
    A                                 8.2500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7793691                           6.5000        450,000.00        100
                                      6.5000        446,879.84         ZZ
                                     6.1250           2,844.31         1
                                     11.5000          2,844.31         65
    SAINT PETERSBU  FL    33715     11.1250        04/16/02
    0621973253                         .0000       06/01/02            00
    0621973253                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           06             0           00/00/00
                                        O             .0000
1




    7793717                           6.7500        860,400.00        100
                                      6.7500        854,919.30         T
                                     6.3750           5,580.54         1
                                     11.7500          5,580.54         72
    PETOSKEY        MI    49770     11.3750        04/24/02
    0622063664                         .0000       06/01/02            00
    0622063664                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.7500          .0000           .0000
    A                                 8.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    7793813                           6.5000        550,000.00        100
                                      6.5000        546,462.51         ZZ
                                     6.1250           3,476.37         1
                                     11.5000          3,476.37         76
    TOLUCA LAKE     CA    91602     11.1250        04/18/02
    0622346803                         .0000       06/01/02            00
    0622346803                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7793839                           6.2500        483,750.00        100
                                      6.2500        480,486.36         ZZ
                                     5.8750           2,978.53         1
                                     11.2500          2,978.53         75
    CHICAGO         IL    60610     10.8750        04/12/02
    0622408706                         .0000       06/01/02            00
    0622408706                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.2500          .0000           .0000
    A                                 8.2500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           1              00          00/00/00
        .0000                           08             0           00/00/00
                                        O             .0000


    7793851                           6.5000        675,000.00        100
                                      6.5000        670,441.68         ZZ
                                     6.1250           4,266.46         1
                                     11.5000          4,266.46         68
    CHICAGO         IL    60657     11.1250        04/04/02
    0622433616                         .0000       06/01/02            00
    0622433616                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    7793853                           6.6250        510,000.00        100
                                      6.6250        506,797.59         ZZ
                                     6.2500           3,265.59         1
                                     11.6250          3,265.59         79
    HERMOSA BEACH   CA    90254     11.2500        04/10/02
    0622440341                         .0000       06/01/02            00
    0622440341                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.6250          .0000           .0000
    A                                 8.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7793879                           6.8750        380,000.00        100
                                      6.8750        377,394.20         ZZ
                                     6.5000           2,496.33         1
                                     11.8750          2,496.33         80
    PLACENTIA       CA    92870     11.5000        03/26/02
    0622522943                         .0000       05/01/02            00
    0622522943                         .0000       04/01/32            0
    0                                 2.7500       04/01/07        04/01/07
    181/Y11                           2.3750       05/01/07        05/01/07
      45                              4.8750          .0000           .0000
    A                                 8.8750           12             12
1


      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7793921                           6.6250        476,000.00        100
                                      6.6250        472,692.29         ZZ
                                     6.2500           3,047.88         1
                                     11.6250          3,047.88         80
    LOS GATOS       CA    95032     11.2500        04/08/02
    0622616376                         .0000       06/01/02            00
    0622616376                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.6250          .0000           .0000
    A                                 8.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7793923                           6.8750        351,900.00        100
                                      6.8750        343,129.61         ZZ
                                     6.5000           2,311.73         1
                                     11.8750          2,311.73         80
    CHICAGO         IL    60611     11.5000        03/28/02
    0622622410                         .0000       05/01/02            00
    0622622410                         .0000       04/01/32            0
    0                                 2.7500       04/01/07        04/01/07
    181/Y11                           2.3750       05/01/07        05/01/07
      45                              4.8750          .0000           .0000
    A                                 8.8750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    7793929                           6.7500        316,000.00        100
                                      6.7500        314,060.45         ZZ
                                     6.3750           2,049.57         1
                                     11.7500          2,049.57         80
    WASHINGTON      DC    20005     11.3750        04/08/02
    0622648330                         .0000       06/01/02            00
    0622648330                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
1


    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.7500          .0000           .0000
    A                                 8.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           06             0           00/00/00
                                        O             .0000


    7793931                           6.3750        547,600.00        100
                                      6.3750        543,992.62         ZZ
                                     6.0000           3,416.31         1
                                     11.3750          3,416.31         80
    NEWBURY PARK    CA    91320     11.0000        04/22/02
    0622655227                         .0000       06/01/02            00
    0622655227                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.3750          .0000           .0000
    A                                 8.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7793935                           6.5000        440,000.00        100
                                      6.5000        437,169.96         ZZ
                                     6.1250           2,781.10         1
                                     11.5000          2,781.10         66
    CHICAGO         IL    60614     11.1250        04/19/02
    0622676938                         .0000       06/01/02            00
    0622676938                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              2.7500          .0000           .0000
    A                                11.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7793951                           6.7500        348,000.00        100
                                      6.7500        345,866.93         ZZ
                                     6.3750           2,257.12         1
                                     11.7500          2,257.12         45
    GAITHERSBURG    MD    20878     11.3750        04/22/02
1


    0622733470                         .0000       06/01/02            00
    0622733470                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.7500          .0000           .0000
    A                                 8.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7793955                           6.5000        577,400.00        100
                                      6.5000        573,686.25         ZZ
                                     6.1250           3,649.56         1
                                     11.5000          3,649.56         80
    SAN CLEMENTE    CA    92673     11.1250        04/25/02
    0622734585                         .0000       06/01/02            00
    0622734585                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    7793979                           6.6250        333,600.00        100
                                      6.6250        331,429.42         ZZ
                                     6.2500           2,136.08         1
                                     11.6250          2,136.08         80
    CHICAGO         IL    60613     11.2500        04/26/02
    0622764811                         .0000       06/01/02            00
    0622764811                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.6250          .0000           .0000
    A                                 8.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    7793981                           6.7500        540,000.00        100
                                      6.7500        533,279.30         ZZ
1


                                     6.3750           3,502.43         1
                                     11.7500          3,502.43         80
    LAGUNA BEACH    CA    92651     11.3750        04/16/02
    0622766094                         .0000       06/01/02            00
    0622766094                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.7500          .0000           .0000
    A                                 8.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7794007                           6.5000        524,000.00        100
                                      6.5000        521,118.99         ZZ
                                     6.1250           3,312.04         1
                                     11.5000          3,312.04         80
    LONG BEACH      CA    90803     11.1250        05/01/02
    0622810997                         .0000       07/01/02            00
    0622810997                         .0000       06/01/32            0
    0                                 2.7500       06/01/07        06/01/07
    181/Y11                           2.3750       07/01/07        07/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7794027                           6.3750        616,000.00        100
                                      6.3750        612,530.97         ZZ
                                     6.0000           3,843.04         1
                                     11.3750          3,843.04         80
    DANVILLE        CA    94526     11.0000        05/09/02
    0622880630                         .0000       07/01/02            00
    0622880630                         .0000       06/01/32            0
    0                                 2.7500       06/01/07        06/01/07
    181/Y11                           2.3750       07/01/07        07/01/07
      45                              4.3750          .0000           .0000
    A                                 8.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000
1




    7794049                           6.5000        505,000.00        100
                                      6.5000        501,751.94         ZZ
                                     6.1250           3,191.94         1
                                     11.5000          3,191.94         79
    NEWPORT COAST   CA    92657     11.1250        04/26/02
    0622933416                         .0000       06/01/02            00
    0622933416                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7794143                           6.5000        504,000.00        100
                                      6.5000        501,229.00         ZZ
                                     6.1250           3,185.62         1
                                     11.5000          3,185.62         80
    ESCONDIDO       CA    92029     11.1250        05/02/02
    0623216977                         .0000       07/01/02            00
    0623216977                         .0000       06/01/32            0
    0                                 2.7500       06/01/07        06/01/07
    181/Y11                           2.3750       07/01/07        07/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7794145                           6.5000        424,000.00        100
                                      6.5000        421,668.80         ZZ
                                     6.1250           2,679.97         1
                                     11.5000          2,679.97         70
    CHICAGO         IL    60613     11.1250        05/15/02
    0623219435                         .0000       07/01/02            00
    0623219435                         .0000       06/01/32            0
    0                                 2.7500       06/01/07        06/01/07
    181/Y11                           2.3750       07/01/07        07/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    7794159                           6.5000        550,000.00        100
                                      6.5000        546,976.09         ZZ
                                     6.1250           3,476.37         1
                                     11.5000          3,476.37         80
    HUNTINGTON BEA  CA    92648     11.1250        05/16/02
    0623273476                         .0000       07/01/02            00
    0623273476                         .0000       06/01/32            0
    0                                 2.7500       06/01/07        06/01/07
    181/Y11                           2.3750       07/01/07        07/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7794177                           6.5000        371,250.00        100
                                      6.5000        368,862.19         ZZ
                                     6.1250           2,346.55         1
                                     11.5000          2,346.55         75
    SUNNYVALE       CA    94085     11.1250        04/22/02
    0623320747                         .0000       06/01/02            00
    0623320747                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7794203                           6.3750        720,000.00        100
                                      6.3750        715,945.34         ZZ
                                     6.0000           4,491.86         1
                                     11.3750          4,491.86         70
    CUPERTINO       CA    95014     11.0000        05/02/02
    0623528601                         .0000       07/01/02            00
    0623528601                         .0000       06/01/32            0
    0                                 2.7500       06/01/07        06/01/07
    181/Y11                           2.3750       07/01/07        07/01/07
      45                              4.3750          .0000           .0000
    A                                 8.3750           12             12
1


      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7794253                           6.5000        624,400.00        100
                                      6.5000        620,383.93         ZZ
                                     6.1250           3,946.63         1
                                     11.5000          3,946.63         80
    SAN MARINO      CA    91108     11.1250        04/18/02
    0623385972                         .0000       06/01/02            00
    0623385972                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    181/Y11                           2.3750       06/01/07        06/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864699                           6.0000        241,150.00        100
                                      6.0000        237,933.72         ZZ
                                     5.7500           1,445.82         1
                                     11.0000          1,445.82         90
    TEMECULA        CA    92592     10.7500        10/15/01
    9910062                            .0000       12/01/01            10
    0005392647                         .0000       11/01/31           25
    0                                 2.2500       11/01/06        11/01/06
    J37/286                           2.0000       12/01/06        12/01/06
      45                              2.2500          .0000           .0000
    A                                11.0000           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864781                           6.7500        336,000.00        100
                                      6.7500        332,726.79         ZZ
                                     6.5000           2,179.29         1
                                     11.7500          2,179.29         80
    DALY CITY       CA    94014     11.5000        12/04/01
    711413                             .0000       02/01/02            00
    0080001056                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
1


    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.7500           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864787                           5.7500        400,000.00        100
                                      5.7500        395,294.50         ZZ
                                     5.5000           2,334.29         1
                                     10.7500          2,334.29         69
    TRACY           CA    95304     10.5000        12/17/01
    712360                             .0000       02/01/02            00
    0080001063                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                10.7500           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864789                           6.0000        315,000.00        100
                                      6.0000        311,463.07         ZZ
                                     5.7500           1,888.58         1
                                     11.0000          1,888.58         70
    LIVERMORE       CA    94550     10.7500        12/11/01
    712480                             .0000       02/01/02            00
    0080001064                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.0000           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864811                           6.8750        420,000.00        100
                                      6.8750        416,005.54         ZZ
                                     6.6250           2,759.10         1
                                     11.8750          2,759.10         80
    LIVERMORE       CA    94550     11.6250        12/21/01
1


    715072                             .0000       02/01/02            00
    0080001082                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.8750           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864819                           7.3750        332,000.00        100
                                      7.3750        329,134.16         ZZ
                                     7.1250           2,293.04         1
                                     12.3750          2,293.04         79
    SAN JOSE        CA    95112     12.1250        12/04/01
    716901                             .0000       02/01/02            00
    0080001094                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.3750          .0000           .0000
    A                                12.3750           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864829                           6.6250        332,000.00        100
                                      6.6250        328,687.53         ZZ
                                     6.3750           2,125.83         1
                                     11.6250          2,125.83         80
    SAN JOSE        CA    95132     11.3750        12/12/01
    720344                             .0000       02/01/02            00
    0080001105                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.6250           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864833                           6.8750        328,000.00        100
                                      6.8750        324,880.47         ZZ
1


                                     6.6250           2,154.73         1
                                     11.8750          2,154.73         80
    CONCORD         CA    94518     11.6250        12/21/01
    720917                             .0000       02/01/02            00
    0080001107                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.8750           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864837                           6.6250        402,000.00        100
                                      6.6250        391,246.16         ZZ
                                     6.3750           2,574.05         1
                                     11.6250          2,574.05         76
    FREMONT         CA    94539     11.3750        12/13/01
    722007                             .0000       02/01/02            00
    0080001111                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.6250           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864841                           6.3750        472,000.00        100
                                      6.3750        467,059.64         ZZ
                                     6.1250           2,944.67         1
                                     11.3750          2,944.67         80
    PLEASANTON      CA    94566     11.1250        12/11/01
    723447                             .0000       02/01/02            00
    0080001114                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.3750           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    7864843                           6.6250        332,400.00        100
                                      6.6250        329,002.82         ZZ
                                     6.3750           2,128.39         1
                                     11.6250          2,128.39         80
    SAN JOSE        CA    95123     11.3750        12/16/01
    723449                             .0000       02/01/02            00
    0080001115                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.6250           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864849                           6.2500        404,000.00        100
                                      6.2500        399,671.80         ZZ
                                     6.0000           2,487.50         1
                                     11.2500          2,487.50         80
    DUBLIN          CA    94568     11.0000        12/18/01
    724858                             .0000       02/01/02            00
    0080001118                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.2500           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864855                           6.2500        512,000.00        100
                                      6.2500        506,514.81         ZZ
                                     6.0000           3,152.47         1
                                     11.2500          3,152.47         80
    PLEASANTON      CA    94566     11.0000        12/18/01
    725272                             .0000       02/01/02            00
    0080001121                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.2500           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864865                           6.0000        348,000.00        100
                                      6.0000        343,833.35         ZZ
                                     5.7500           2,086.44         1
                                     11.0000          2,086.44         80
    TRACY           CA    95376     10.7500        12/07/01
    727876                             .0000       02/01/02            00
    0080001128                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.0000           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864867                           7.0000        345,000.00        100
                                      7.0000        341,677.44         ZZ
                                     6.7500           2,295.29         1
                                     12.0000          2,295.29         80
    SAN JOSE        CA    95136     11.7500        12/27/01
    728597                             .0000       02/01/02            00
    0080001129                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                12.0000           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864877                           6.5000        564,000.00        100
                                      6.5000        552,908.25         ZZ
                                     6.2500           3,564.87         1
                                     11.5000          3,564.87         80
    LOS ANGELES     CA    90048     11.2500        12/27/01
    921370                             .0000       02/01/02            00
    0080001168                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.5000           12             12
1


      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864881                           6.2500        426,000.00        100
                                      6.2500        420,179.29         ZZ
                                     6.0000           2,622.96         1
                                     11.2500          2,622.96         73
    UNION CITY      CA    94587     11.0000        12/04/01
    9802302                            .0000       02/01/02            00
    0080001174                         .0000       01/01/32            0
    0                                 2.7500       01/01/07        01/01/07
    J37/286                           2.5000       02/01/07        02/01/07
      45                              2.7500          .0000           .0000
    A                                11.2500           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    7864883                           6.7500        327,000.00        100
                                      6.7500        323,680.18         ZZ
                                     6.5000           2,120.92         1
                                     11.7500          2,120.92         70
    JAMUL           CA    91935     11.5000        12/10/01
    9892908                            .0000       02/01/02            00
    0080001176                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.7500           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864907                           6.1250        581,000.00        100
                                      6.1250        567,043.57         ZZ
                                     5.8750           3,530.22         1
                                     11.1250          3,530.22         72
    LIVERMORE       CA    94550     10.8750        12/03/01
    9916508                            .0000       02/01/02            00
    0080001195                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
1


    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.1250           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864917                           6.5000        374,000.00        100
                                      6.5000        370,178.56         ZZ
                                     6.2500           2,363.93         1
                                     11.5000          2,363.93         72
    SAN JOSE        CA    95127     11.2500        12/20/01
    9918933                            .0000       02/01/02            00
    0080001207                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.5000           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864925                           6.1250        350,000.00        100
                                      6.1250        346,161.04         ZZ
                                     5.8750           2,126.64         1
                                     11.1250          2,126.64         49
    PALO ALTO       CA    94306     10.8750        12/11/01
    9920554                            .0000       02/01/02            00
    0080001219                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.1250           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864927                           6.7500        480,000.00        100
                                      6.7500        474,611.01         ZZ
                                     6.5000           3,113.27         1
                                     11.7500          3,113.27         68
    CONCORD         CA    94521     11.5000        12/26/01
1


    9922146                            .0000       02/01/02            00
    0080001226                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.7500           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7864933                           6.2500        180,000.00        100
                                      6.2500        176,779.09         ZZ
                                     6.0000           1,108.29         1
                                     11.2500          1,108.29         75
    CHULA VISTA     CA    91911     11.0000        12/06/01
    9923225                            .0000       02/01/02            00
    0080001233                         .0000       01/01/32            0
    0                                 2.2500       01/01/07        01/01/07
    J37/286                           2.0000       02/01/07        02/01/07
      45                              2.2500          .0000           .0000
    A                                11.2500           12             12
      360                               L12          2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7872303                           5.7500        610,000.00        100
                                      5.7500        607,434.11         ZZ
                                     5.5000           3,559.80         1
                                     11.7500          3,559.80         56
    BEAVER          PA    15009     11.5000        07/03/02
    0029288081                         .0000       09/01/02            00
    0029288081                         .0000       08/01/32            0
    0                                 2.7500       08/01/05        08/01/05
    J95/J95                           2.5000       09/01/05        09/01/05
      45                              3.7500          .0000           .0000
    A                                 7.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919619                           7.2500        373,500.00        100
                                      7.2500        369,256.71         ZZ
1


                                     6.8750           2,547.93         1
                                     12.2500          2,547.93         90
    LARGO           FL    33774     11.8750        03/21/01
    260000000                          .0000       11/01/01            04
    3010884470                         .0000       10/01/31           25
    0                                 2.8750       04/01/06        04/01/06
    005/E72                           2.5000       05/01/06        05/01/06
      45                              2.8750          .0000           .0000
    A                                12.2500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919637                           7.1250        408,000.00        100
                                      7.1250        405,210.72         ZZ
                                     6.7500           2,748.78         1
                                     13.1250          2,748.78         80
    SMYRNA          TN    37167     12.7500        03/16/01
    260000009                          .0000       05/01/02            00
    3011185877                         .0000       04/01/32            0
    0                                 2.8750       04/01/04        04/01/04
    005/E72                           2.5000       05/01/04        05/01/04
      45                              5.1250          .0000           .0000
    A                                 9.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919643                           7.0000        348,750.00        100
                                      7.0000        343,023.55         ZZ
                                     6.6250           2,320.25         1
                                     12.0000          2,320.25         75
    BIRMINGHAM      AL    35242     11.6250        04/23/01
    260000012                          .0000       06/01/01            00
    3011204199                         .0000       05/01/31            0
    0                                 2.8750       05/01/08        05/01/08
    005/E72                           2.5000       06/01/08        06/01/08
      45                              2.8750          .0000           .0000
    A                                12.0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    7919665                           7.7500         63,000.00        100
                                      7.7500         54,408.74         ZZ
                                     7.3750             451.34         1
                                     12.7500            451.34         59
    NASHVILLE       TN    37218     12.3750        05/09/01
    260000021                          .0000       07/01/01            00
    3011241274                         .0000       06/01/31            0
    0                                 2.8750       06/01/08        06/01/08
    005/E72                           2.5000       07/01/08        07/01/08
      45                              2.8750          .0000           .0000
    A                                12.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919697                           6.8750        155,000.00        100
                                      6.8750        152,427.08         ZZ
                                     6.5000           1,018.24         1
                                     11.8750          1,018.24         74
    BLOUNTVILLE     TN    37617     11.5000        05/30/01
    260000034                          .0000       07/01/01            00
    3011267527                         .0000       06/01/31            0
    0                                 2.8750       06/01/08        06/01/08
    005/E72                           2.5000       07/01/08        07/01/08
      45                              2.8750          .0000           .0000
    A                                11.8750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919717                           7.0000        275,000.00        100
                                      7.0000        273,159.36         ZZ
                                     6.6250           1,829.59         1
                                     12.0000          1,829.59         80
    WOODBURY        TN    37190     11.6250        06/29/01
    260000043                          .0000       05/01/02            00
    3011282054                         .0000       04/01/32            0
    0                                 2.7500       07/01/08        07/01/08
    005/E72                           2.3750       08/01/08        08/01/08
      45                              2.7500          .0000           .0000
    A                                12.0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           4              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919723                           6.8750         85,600.00        100
                                      6.8750         84,319.60         T
                                     6.5000             562.34         1
                                     11.8750            562.34         80
    ORANGE BEACH    AL    36561     11.5000        06/26/01
    260000046                          .0000       08/01/01            00
    3011289786                         .0000       07/01/31            0
    0                                 2.8750       07/01/06        07/01/06
    005/E72                           2.5000       08/01/06        08/01/06
      45                              2.8750          .0000           .0000
    A                                11.8750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    7919769                           7.1250        100,000.00        100
                                      7.1250         99,262.95         ZZ
                                     6.7500             673.72         1
                                     12.1250            673.72         78
    MOBILE          AL    36605     11.7500        08/30/01
    260000067                          .0000       04/01/02            04
    3011331760                         .0000       03/01/32           12
    0                                 2.8750       09/01/06        09/01/06
    005/E72                           2.5000       10/01/06        10/01/06
      45                              2.8750          .0000           .0000
    A                                12.1250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919809                           6.5000        397,500.00        100
                                      6.5000        391,526.67         ZZ
                                     6.1250           2,512.48         1
                                     11.5000          2,512.48         75
    ORANGE PARK     FL    32073     11.1250        10/29/01
    260000086                          .0000       01/01/02            00
    3011374125                         .0000       12/01/31            0
    0                                 2.8750       12/01/08        12/01/08
    005/E72                           2.5000       01/01/09        01/01/09
      45                              2.8750          .0000           .0000
    A                                11.5000           12             12
1


      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919821                           7.0000        150,000.00        100
                                      7.0000        148,476.21         ZZ
                                     6.6250             997.96         1
                                     12.0000            997.96         63
    SEMINOLE        FL    33772     11.6250        11/19/01
    260000092                          .0000       01/01/02            00
    3011380601                         .0000       12/01/31            0
    0                                 2.8750       12/01/08        12/01/08
    005/E72                           2.5000       01/01/09        01/01/09
      45                              2.8750          .0000           .0000
    A                                12.0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919831                           6.5000        141,000.00        100
                                      6.5000        139,344.02         ZZ
                                     6.1250             891.22         1
                                     11.5000            891.22         94
    FRANKLIN        TN    37064     11.1250        11/29/01
    260000097                          .0000       01/01/02            12
    3011384611                         .0000       12/01/31           30
    0                                 2.7500       12/01/08        12/01/08
    005/E72                           2.3750       01/01/09        01/01/09
      45                              2.7500          .0000           .0000
    A                                11.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919851                           6.5000        161,200.00        100
                                      6.5000        159,197.57         ZZ
                                     6.1250           1,018.90         1
                                     11.5000          1,018.90         80
    BIRMINGHAM      AL    35216     11.1250        11/29/01
    260000107                          .0000       01/01/02            00
    3011395856                         .0000       12/01/31            0
    0                                 2.7500       12/01/08        12/01/08
1


    005/E72                           2.3750       01/01/09        01/01/09
      45                              2.7500          .0000           .0000
    A                                11.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919857                           6.6250         54,400.00        100
                                      6.6250         53,889.63         ZZ
                                     6.2500             348.33         1
                                     11.6250            348.33         80
    AUBURNDALE      FL    33823     11.2500        01/02/02
    260000110                          .0000       03/01/02            00
    3011398132                         .0000       02/01/32            0
    0                                 2.7500       02/01/07        02/01/07
    005/E72                           2.3750       03/01/07        03/01/07
      45                              4.6250          .0000           .0000
    A                                 8.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        N             .0000


    7919879                           6.2500        140,000.00        100
                                      6.2500        138,500.07         ZZ
                                     5.8750             862.01         1
                                     11.2500            862.01         77
    NORTHPORT       AL    35475     10.8750        12/13/01
    260000119                          .0000       02/01/02            00
    3011407388                         .0000       01/01/32            0
    0                                 2.7500       01/01/09        01/01/09
    005/E72                           2.3750       02/01/09        02/01/09
      45                              2.7500          .0000           .0000
    A                                11.2500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919897                           6.7500        290,800.00        100
                                      6.7500        287,967.04         ZZ
                                     6.3750           1,886.13         1
                                     11.7500          1,886.13         58
    PALM HARBOR     FL    34685     11.3750        12/20/01
1


    260000127                          .0000       02/01/02            00
    3011410291                         .0000       01/01/32            0
    0                                 2.8750       01/01/09        01/01/09
    005/E72                           2.5000       02/01/09        02/01/09
      45                              2.8750          .0000           .0000
    A                                11.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919913                           6.7500         51,750.00        100
                                      6.7500         49,144.72         ZZ
                                     6.3750             335.65         1
                                     11.7500            335.65         75
    ORLANDO         FL    32811     11.3750        12/06/01
    260000134                          .0000       02/01/02            00
    3011416249                         .0000       01/01/32            0
    0                                 2.8750       01/01/07        01/01/07
    005/E72                           2.5000       02/01/07        02/01/07
      45                              4.7500          .0000           .0000
    A                                 8.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              01          01/01/07
        .0000                           01             E           01/01/09
                                        N            6.2500


    7919937                           6.8750        135,920.00        100
                                      6.8750        134,627.28         ZZ
                                     6.5000             892.90         1
                                     11.8750            892.90         80
    MAITLAND        FL    32751     11.5000        12/18/01
    260000146                          .0000       02/01/02            00
    3011424607                         .0000       01/01/32            0
    0                                 2.8750       01/01/09        01/01/09
    005/E72                           2.5000       02/01/09        02/01/09
      45                              2.8750          .0000           .0000
    A                                11.8750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919959                           6.3750        189,700.00        100
                                      6.3750        187,900.31         T
1


                                     6.0000           1,183.49         1
                                     11.3750          1,183.49         73
    BILOXI          MS    39532     11.0000        01/15/02
    260000156                          .0000       03/01/02            00
    3011429580                         .0000       02/01/32            0
    0                                 2.7500       02/01/09        02/01/09
    005/E72                           2.3750       03/01/09        03/01/09
      45                              2.7500          .0000           .0000
    A                                11.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7919965                           6.2500        120,000.00        100
                                      6.2500        118,714.29         ZZ
                                     5.8750             738.87         1
                                     11.2500            738.87         80
    SHREVEPORT      LA    71106     10.8750        12/26/01
    260000159                          .0000       02/01/02            00
    3011429952                         .0000       01/01/32            0
    0                                 2.7500       01/01/09        01/01/09
    005/E72                           2.3750       02/01/09        02/01/09
      45                              2.7500          .0000           .0000
    A                                11.2500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7920039                           6.7500        153,000.00        100
                                      6.7500        151,787.37         ZZ
                                     6.3750             992.36         1
                                     11.7500            992.36         90
    JACKSONVILLE B  FL    32250     11.3750        02/25/02
    260000191                          .0000       04/01/02            10
    3011448739                         .0000       03/01/32           25
    0                                 2.7500       03/01/09        03/01/09
    005/E72                           2.3750       04/01/09        04/01/09
      45                              2.7500          .0000           .0000
    A                                11.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    7920055                           7.0000        212,000.00        100
                                      7.0000        210,661.59         ZZ
                                     6.6250           1,410.45         1
                                     12.0000          1,410.45         80
    HENDERSONVILLE  TN    37075     11.6250        04/10/02
    260000197                          .0000       06/01/02            00
    3011452426                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    005/E72                           2.3750       06/01/07        06/01/07
      45                              5.0000          .0000           .0000
    A                                 9.0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7920079                           6.8750        116,800.00        100
                                      6.8750        116,101.14         ZZ
                                     6.5000             767.30         1
                                     11.8750            767.30         80
    JACKSONVILLE    FL    32217     11.5000        04/12/02
    260000207                          .0000       06/01/02            00
    3011459868                         .0000       05/01/32            0
    0                                 2.7500       05/01/07        05/01/07
    005/E72                           2.3750       06/01/07        06/01/07
      45                              4.8750          .0000           .0000
    A                                 8.8750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7920091                           6.5000         61,400.00        100
                                      6.5000         59,357.37         ZZ
                                     6.1250             388.09         1
                                     11.5000            388.09         69
    MOBILE          AL    36695     11.1250        03/20/02
    260000212                          .0000       05/01/02            00
    3011462979                         .0000       04/01/32            0
    0                                 2.8750       04/01/07        04/01/07
    005/E72                           2.5000       05/01/07        05/01/07
      45                              2.8750          .0000           .0000
    A                                11.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7920095                           5.8750         39,600.00        100
                                      5.8750         39,271.41         ZZ
                                     5.5000             234.25         1
                                     11.8750            234.25         47
    PENSACOLA       FL    32501     11.5000        03/13/02
    260000214                          .0000       05/01/02            00
    3011465352                         .0000       04/01/32            0
    0                                 2.7500       04/01/03        04/01/03
    005/E72                           2.3750       05/01/03        05/01/03
      45                              3.8750          .0000           .0000
    A                                 7.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7920101                           6.5000        213,750.00        100
                                      6.5000        212,174.48         ZZ
                                     6.1250           1,351.05         1
                                     11.5000          1,351.05         95
    VALRICO         FL    33594     11.1250        03/29/02
    260000217                          .0000       05/01/02            10
    3011466822                         .0000       04/01/32           30
    0                                 2.8750       04/01/07        04/01/07
    005/E72                           2.5000       05/01/07        05/01/07
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          04/01/07
        .0000                           03             E           04/01/09
                                        O            6.2500


    7920221                           5.8750        181,196.00        100
                                      5.8750        180,073.88         T
                                     5.5000           1,071.85         1
                                     11.8750          1,071.85         80
    MOUNTAIN BROOK  AL    35223     11.5000        05/15/02
    3011493495                         .0000       07/01/02            00
    3011493495                         .0000       06/01/32            0
    0                                 2.7500       06/01/05        06/01/05
    005/005                           2.3750       07/01/05        07/01/05
      45                              3.8750          .0000           .0000
    A                                 7.8750           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7920265                           5.7500        180,000.00        100
                                      5.7500        177,822.22         ZZ
                                     5.3750           1,050.44         1
                                     11.7500          1,050.44         79
    SPANISH FORT    AL    36527     11.3750        05/28/02
    3011505082                         .0000       08/01/02            00
    3011505082                         .0000       07/01/32            0
    0                                 2.7500       07/01/05        07/01/05
    005/005                           2.3750       08/01/05        08/01/05
      45                              3.7500          .0000           .0000
    A                                 7.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7920279                           7.0000        121,500.00        100
                                      7.0000        120,893.62         ZZ
                                     6.6250             808.35         1
                                     12.0000            808.35         90
    APOPKA          FL    32703     11.6250        05/31/02
    260000275                          .0000       07/01/02            19
    3011509548                         .0000       06/01/32           25
    0                                 2.8750       06/01/07        06/01/07
    005/E72                           2.5000       07/01/07        07/01/07
      45                              2.8750          .0000           .0000
    A                                12.0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7920285                           5.6250        184,000.00        100
                                      5.6250        182,805.83         T
                                     5.2500           1,059.21         1
                                     11.6250          1,059.21         80
    MARYVILLE       TN    37804     11.2500        05/30/02
    260000278                          .0000       07/01/02            00
    3011516568                         .0000       06/01/32            0
    0                                 2.7500       06/01/03        06/01/03
1


    005/E72                           2.3750       07/01/03        07/01/03
      45                              3.6250          .0000           .0000
    A                                 7.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7920305                           6.7500        348,750.00        100
                                      6.7500        341,916.60         ZZ
                                     6.3750           2,261.99         1
                                     11.7500          2,261.99         75
    SARASOTA        FL    34236     11.3750        07/03/01
    260000288                          .0000       09/01/01            00
    3013024868                         .0000       08/01/31            0
    0                                 2.8750       08/01/06        08/01/06
    005/E72                           2.5000       09/01/06        09/01/06
      45                              2.8750          .0000           .0000
    A                                11.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7920307                           7.0000        138,400.00        100
                                      7.0000        136,378.73         ZZ
                                     6.6250             920.78         1
                                     12.0000            920.78         80
    MOBILE          AL    36695     11.6250        06/13/01
    260000289                          .0000       08/01/01            00
    3013025360                         .0000       07/01/31            0
    0                                 2.7500       07/01/08        07/01/08
    005/E72                           2.3750       08/01/08        08/01/08
      45                              2.7500          .0000           .0000
    A                                12.0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7950722                           5.5000        348,750.00        100
                                      5.5000        343,648.68         ZZ
                                     5.2500           1,980.17         1
                                     11.5000          1,980.17         93
    LIVERMORE       CA    94550     11.2500        10/23/01
1


    519567606                          .0000       12/01/01            04
    519567606                          .0000       11/01/31           30
    0                                 2.7500       11/01/04        11/01/04
    560/787                           2.5000       12/01/04        12/01/04
      45                              3.5000          .0000           .0000
    A                                 7.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    7950782                           6.3750        390,000.00        100
                                      6.3750        390,000.00         ZZ
                                     6.1250           2,071.88         1
                                     11.3750          2,071.88         80
    CONCORD         MA    01742     11.1250        11/19/01
    521974907                          .0000       01/01/02            00
    521974907                          .0000       12/01/31            0
    0                                 2.7500       12/01/11        12/01/11
    560/787                           2.5000       01/01/12        01/01/12
      45                              2.7500          .0000           .0000
    A                                11.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7950794                           6.6250        470,075.00        100
                                      6.6250        402,889.74         T
                                     6.3750           2,595.21         1
                                     11.6250          2,240.41         64
    TABERNASH       CO    80446     11.3750        11/26/01
    522080506                          .0000       01/01/02            00
    522080506                          .0000       12/01/31            0
    0                                 2.7500       12/01/11        12/01/11
    560/787                           2.5000       01/01/12        01/01/12
      45                              2.7500          .0000           .0000
    A                                11.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7950806                           6.6250        392,000.00        100
                                      6.6250        392,000.00         ZZ
1


                                     6.3750           2,164.17         1
                                     11.6250          2,164.17         80
    WEST BLOOMFIEL  MI    48324     11.3750        01/03/02
    522364504                          .0000       02/01/02            00
    522364504                          .0000       01/01/32            0
    0                                 2.7500       01/01/12        01/01/12
    560/787                           2.5000       02/01/12        02/01/12
      45                              2.7500          .0000           .0000
    A                                11.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7950830                           6.2500        335,000.00        100
                                      6.2500        331,745.78         ZZ
                                     6.0000           2,062.66         1
                                     12.2500          2,062.66         68
    ALLENDALE       NJ    07401     12.0000        01/15/02
    524066404                          .0000       03/01/02            00
    524066404                          .0000       02/01/32            0
    0                                 2.7500       02/01/05        02/01/05
    560/787                           2.5000       03/01/05        03/01/05
      45                              4.2500          .0000           .0000
    A                                 8.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7950840                           6.7500        368,000.00        100
                                      6.7500        358,379.29         ZZ
                                     6.5000           2,386.85         1
                                     11.7500          2,386.85         80
    SAN JOSE        CA    95136     11.5000        01/19/02
    524229903                          .0000       03/01/02            00
    524229903                          .0000       02/01/32            0
    0                                 2.7500       02/01/07        02/01/07
    560/787                           2.5000       03/01/07        03/01/07
      45                              2.7500          .0000           .0000
    A                                11.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    7950886                           6.7500        640,000.00        100
                                      6.7500        640,000.00         ZZ
                                     6.5000           3,600.00         1
                                     11.7500          3,600.00         80
    FORT MYERS      FL    33908     11.5000        10/26/01
    600210293                          .0000       12/01/01            00
    600210293                          .0000       11/01/31            0
    0                                 2.7500       11/01/11        11/01/11
    560/787                           2.5000       12/01/11        12/01/11
      45                              2.7500          .0000           .0000
    A                                11.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7950906                           6.6250        449,600.00        100
                                      6.6250        449,600.00         ZZ
                                     6.3750           2,482.17         1
                                     11.6250          2,482.17         80
    ESCONDIDO       CA    92029     11.3750        11/12/01
    600213839                          .0000       01/01/02            00
    600213839                          .0000       12/01/31            0
    0                                 2.7500       12/01/11        12/01/11
    560/787                           2.5000       01/01/12        01/01/12
      45                              2.7500          .0000           .0000
    A                                11.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7950920                           6.6250        360,000.00        100
                                      6.6250        360,000.00         ZZ
                                     6.3750           1,987.50         1
                                     11.6250          1,987.50         80
    ATLANTA         GA    30308     11.3750        10/12/01
    600215946                          .0000       12/01/01            00
    600215946                          .0000       11/01/31            0
    0                                 2.7500       11/01/11        11/01/11
    560/787                           2.5000       12/01/11        12/01/11
      45                              2.7500          .0000           .0000
    A                                11.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           1              00          00/00/00
        .0000                           08             0           00/00/00
                                        O             .0000


    7950928                           6.8750        317,000.00        100
                                      6.8750        316,999.00         ZZ
                                     6.6250           1,816.14         1
                                     11.8750          1,816.14         75
    FT MYERS        FL    33908     11.6250        11/07/01
    600218556                          .0000       01/01/02            00
    600218556                          .0000       12/01/31            0
    0                                 2.7500       12/01/12        12/01/12
    560/787                           2.5000       01/01/13        01/01/13
      45                              2.7500          .0000           .0000
    A                                11.8750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7950940                           6.2500        360,000.00        100
                                      6.2500        356,143.23         ZZ
                                     6.0000           2,216.58         1
                                     12.2500          2,216.58         80
    LEMONT          IL    60439     12.0000        12/14/01
    600220575                          .0000       02/01/02            00
    600220575                          .0000       01/01/32            0
    0                                 2.7500       01/01/05        01/01/05
    560/787                           2.5000       02/01/05        02/01/05
      45                              4.2500          .0000           .0000
    A                                 8.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7950944                           6.6250        544,800.00        100
                                      6.6250        542,347.51         ZZ
                                     6.3750           3,007.75         1
                                     11.6250          2,996.71         80
    MANHATTAN BEAC  CA    90266     11.3750        11/19/01
    600221153                          .0000       01/01/02            00
    600221153                          .0000       12/01/31            0
    0                                 2.7500       12/01/11        12/01/11
    560/787                           2.5000       01/01/12        01/01/12
      45                              2.7500          .0000           .0000
    A                                11.6250           12             12
1


      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7951006                           6.6250        512,000.00        100
                                      6.6250        511,389.06         ZZ
                                     6.3750           2,826.67         1
                                     11.6250          2,824.86         80
    POTOMAC         MD    20854     11.3750        12/11/01
    600235396                          .0000       02/01/02            00
    600235396                          .0000       01/01/32            0
    0                                 2.7500       01/01/12        01/01/12
    560/787                           2.5000       02/01/12        02/01/12
      45                              2.7500          .0000           .0000
    A                                11.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7951100                           6.0000        650,000.00        100
                                      6.0000        642,017.32         ZZ
                                     5.7500           3,897.08         1
                                     11.0000          3,897.08         67
    SAN JUAN CAPIS  CA    92675     10.7500        11/16/01
    652785227                          .0000       01/01/02            00
    652785227                          .0000       12/01/31            0
    0                                 2.7500       12/01/06        12/01/06
    560/787                           2.5000       01/01/07        01/01/07
      45                              2.7500          .0000           .0000
    A                                11.0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7958215                           6.1250        336,000.00        100
                                      6.1250        331,969.24         ZZ
                                     5.7500           2,041.57         1
                                     11.1250          2,041.57         80
    GOLETA          CA    93117     10.7500        11/28/01
    8880095354                         .0000       01/01/02            00
    8880095354                         .0000       12/01/31            0
    0                                 2.7500       12/01/06        12/01/06
1


    X76/X76                           2.3750       01/01/07        01/01/07
      45                              4.1250          .0000           .0000
    A                                 8.1250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7958217                           5.8750        535,000.00        100
                                      5.8750        528,275.34         ZZ
                                     5.5000           3,164.73         1
                                     10.8750          3,164.73         75
    SOLVANG         CA    93463     10.5000        11/09/01
    8880095644                         .0000       01/01/02            00
    8880095644                         .0000       12/01/31            0
    0                                 2.7500       12/01/06        12/01/06
    X76/X76                           2.3750       01/01/07        01/01/07
      45                              3.8750          .0000           .0000
    A                                 7.8750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7958233                           5.8750        537,600.00        100
                                      5.8750        533,706.42         ZZ
                                     5.5000           3,180.11         1
                                     10.8750          3,180.11         80
    SANTA BARBARA   CA    93109     10.5000        04/18/02
    8880101186                         .0000       06/01/02            00
    8880101186                         .0000       05/01/32            0
    0                                 2.6250       05/01/05        05/01/05
    X76/X76                           2.2500       06/01/05        06/01/05
      45                              3.8750          .0000           .0000
    A                                 7.8750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7958239                           6.1250        562,500.00        100
                                      6.1250        559,177.56         ZZ
                                     5.7500           3,417.81         1
                                     11.1250          3,417.81         74
    HOLLISTER       CA    95023     10.7500        05/28/02
1


    8880102184                         .0000       07/01/02            00
    8880102184                         .0000       06/01/32            0
    0                                 2.6250       06/01/05        06/01/05
    X76/X76                           2.2500       07/01/05        07/01/05
      45                              4.1250          .0000           .0000
    A                                 8.1250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7984691                           6.3750        525,000.00        100
                                      6.3750        515,305.78         ZZ
                                     6.0000           3,275.32         1
                                     11.3750          3,275.32         80
    SOLVANG         CA    93463     11.0000        04/23/01
    8880085975                         .0000       06/01/01            00
    8880085975                         .0000       05/01/31            0
    0                                 2.7500       05/01/06        05/01/06
    X76/X76                           2.3750       06/01/06        06/01/06
      45                              4.3750          .0000           .0000
    A                                 8.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    7984695                           6.3750        350,000.00        100
                                      6.3750        348,361.86         ZZ
                                     6.0000           2,183.54         1
                                     11.3750          2,183.54         75
    CARPINTERIA     CA    93013     11.0000        06/05/02
    8880102440                         .0000       08/01/02            00
    8880102440                         .0000       07/01/32            0
    0                                 2.7500       07/01/07        07/01/07
    X76/X76                           2.3750       08/01/07        08/01/07
      45                              4.3750          .0000           .0000
    A                                 8.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    7984697                           6.1250        525,000.00        100
                                      6.1250        515,089.44         ZZ
1


                                     5.7500           3,189.96         1
                                     11.1250          3,189.96         75
    FILLMORE        CA    93015     10.7500        06/21/02
    8880102911                         .0000       08/01/02            00
    8880102911                         .0000       07/01/32            0
    0                                 2.7500       07/01/07        07/01/07
    X76/X76                           2.3750       08/01/07        08/01/07
      45                              4.1250          .0000           .0000
    A                                 8.1250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8010745                           6.3750        585,000.00        100
                                      6.3750        574,793.96         ZZ
                                     6.0000           3,649.64         1
                                     11.3750          3,649.64         42
    SANTA BARBARA   CA    93103     11.0000        05/29/01
    8880088177                         .0000       07/01/01            00
    8880088177                         .0000       06/01/31            0
    0                                 2.7500       06/01/06        06/01/06
    X76/X76                           2.3750       07/01/06        07/01/06
      45                              4.3750          .0000           .0000
    A                                 8.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8010747                           5.7500        427,500.00        100
                                      5.7500        423,405.15         ZZ
                                     5.3750           2,494.77         1
                                     10.7500          2,494.77         75
    GOLETA          CA    93117     10.3750        02/13/02
    8880099307                         .0000       04/01/02            00
    8880099307                         .0000       03/01/32            0
    0                                 2.6250       03/01/05        03/01/05
    X76/X76                           2.2500       04/01/05        04/01/05
      45                              3.7500          .0000           .0000
    A                                 7.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000
1




    8010749                           6.1250        395,000.00        100
                                      6.1250        391,473.41         ZZ
                                     5.7500           2,400.06         1
                                     11.1250          2,400.06         79
    SANTA BARBARA   CA    93110     10.7500        02/26/02
    8880100261                         .0000       04/01/02            00
    8880100261                         .0000       03/01/32            0
    0                                 2.7500       03/01/07        03/01/07
    X76/X76                           2.3750       04/01/07        04/01/07
      45                              4.1250          .0000           .0000
    A                                 8.1250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    8142239                           5.1250        354,500.00        100
                                      5.1250        354,500.00         ZZ
                                     4.7500           1,514.01         1
                                     10.1250          1,514.01         60
    NEW PROVIDENCE  NJ    07974      9.7500        08/28/02
    0019833755                         .0000       10/01/02            00
    0019833755                         .0000       09/01/32            0
    0                                 2.0000       09/01/07        09/01/07
    581/X79                           1.6250       10/01/07        10/01/07
      25                              2.0000          .0000           .0000
    A                                10.1250            6              6
      360                               E            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8142251                           5.1250        323,200.00        100
                                      5.1250        322,056.76         ZZ
                                     4.7500           1,759.79         1
                                     10.1250          1,759.79         80
    PLEASANT HILL   CA    94523      9.7500        08/22/02
    0019925981                         .0000       10/01/02            00
    0019925981                         .0000       09/01/32            0
    0                                 2.7500       09/01/07        09/01/07
    581/X79                           2.3750       10/01/07        10/01/07
      45                              2.7500          .0000           .0000
    A                                10.1250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8142265                           6.1250      1,143,700.00        100
                                      6.1250      1,143,700.00         ZZ
                                     5.7500           5,837.64         1
                                     11.1250          5,837.64         75
    CLAYTON         CA    94517     10.7500        08/27/02
    0020036869                         .0000       11/01/02            00
    0020036869                         .0000       10/01/32            0
    0                                 2.0000       10/01/07        10/01/07
    581/X79                           1.6250       11/01/07        11/01/07
      25                              2.0000          .0000           .0000
    A                                11.1250            6              6
      360                               E            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8142275                           7.3750      1,400,000.00        100
                                      7.3750      1,400,000.00         ZZ
                                     7.0000           8,604.17         1
                                     13.3750          8,604.17         49
    LYME            CT    06371     13.0000        06/25/01
    7073827755                         .0000       08/01/01            00
    7073827755                         .0000       07/01/31            0
    0                                 2.0000       07/01/06        07/01/06
    581/X79                           1.6250       08/01/06        08/01/06
      45                              2.0000          .0000           .0000
    A                                13.3750            6              6
      360                               9            1.0000          1.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8142277                           6.6250        390,000.00        100
                                      6.6250        389,784.71         ZZ
                                     6.2500           2,153.12         1
                                     13.0000          2,151.94         62
    LITITZ          PA    17543     12.6250        06/11/01
    7074842571                         .0000       07/01/01            00
    7074842571                         .0000       06/01/31            0
    0                                 2.0000       06/01/06        06/01/06
    581/X79                           1.6250       07/01/06        07/01/06
      45                              2.0000          .0000           .0000
    A                                13.0000            6              6
1


      360                               9            1.0000          1.0000
       6.3750                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8142371                           5.1250        635,000.00        100
                                      5.1250        635,000.00         ZZ
                                     4.7500           2,711.98         1
                                     10.1250          2,711.98         68
    CHICAGO         IL    60625      9.7500        08/22/02
    0012946190                         .0000       10/01/02            00
    0012946190                         .0000       09/01/32            0
    0                                 2.0000       09/01/07        09/01/07
    581/X79                           1.6250       10/01/07        10/01/07
      25                              2.0000          .0000           .0000
    A                                10.1250            6              6
      360                               E            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8142373                           5.5000        361,600.00        100
                                      5.5000        360,806.59         ZZ
                                     5.1250           2,053.13         1
                                     10.5000          2,053.13         80
    MILPITAS        CA    95035     10.1250        09/25/02
    0013051578                         .0000       11/01/02            00
    0013051578                         .0000       10/01/32            0
    0                                 2.7500       10/01/07        10/01/07
    581/X79                           2.3750       11/01/07        11/01/07
      45                              2.7500          .0000           .0000
    A                                10.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8142379                           4.8750        360,000.00        100
                                      4.8750        360,000.00         ZZ
                                     4.5000           1,462.50         1
                                      9.8750          1,462.50         80
    LIVERMORE       CA    94550      9.5000        08/26/02
    0018784454                         .0000       10/01/02            00
    0018784454                         .0000       09/01/32            0
    0                                 2.0000       09/01/07        09/01/07
1


    581/X79                           1.6250       10/01/07        10/01/07
      25                              2.0000          .0000           .0000
    A                                 9.8750            6              6
      360                               E            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8142385                           5.7500        371,800.00        100
                                      5.7500        370,236.04         ZZ
                                     5.3750           2,169.73         1
                                     10.7500          2,169.73         80
    LAKEWOOD        CO    80227     10.3750        07/25/02
    0019530500                         .0000       09/01/02            00
    0019530500                         .0000       08/01/32            0
    0                                 2.7500       08/01/07        08/01/07
    581/X79                           2.3750       09/01/07        09/01/07
      45                              2.7500          .0000           .0000
    A                                10.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8142389                           4.7500        343,200.00        100
                                      4.7500        341,899.46         ZZ
                                     4.3750           1,790.30         1
                                      9.7500          1,790.30         80
    LIBERTYVILLE    IL    60048      9.3750        08/12/02
    0019631647                         .0000       10/01/02            00
    0019631647                         .0000       09/01/32            0
    0                                 2.7500       09/01/07        09/01/07
    581/X79                           2.3750       10/01/07        10/01/07
      45                              2.7500          .0000           .0000
    A                                 9.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8142393                           5.2500        536,000.00        100
                                      5.2500        534,767.67         ZZ
                                     4.8750           2,959.82         1
                                     10.2500          2,959.82         80
    RIVERVALE       NJ    07675      9.8750        09/30/02
1


    0019783067                         .0000       11/01/02            00
    0019783067                         .0000       10/01/32            0
    0                                 2.7500       10/01/07        10/01/07
    581/X79                           2.3750       11/01/07        11/01/07
      45                              2.7500          .0000           .0000
    A                                10.2500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8142397                           4.6250        400,000.00        100
                                      4.6250        398,449.36         ZZ
                                     4.2500           2,056.56         1
                                      9.6250          2,056.56         45
    CENTENNIAL      CO    80016      9.2500        08/22/02
    0019804996                         .0000       10/01/02            00
    0019804996                         .0000       09/01/32            0
    0                                 2.7500       09/01/07        09/01/07
    581/X79                           2.3750       10/01/07        10/01/07
      45                              2.7500          .0000           .0000
    A                                 9.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8142439                           5.3750        556,000.00        100
                                      5.3750        556,000.00         ZZ
                                     5.0000           2,490.42         1
                                     10.3750          2,490.42         77
    FALMOUTH        MA    02536     10.0000        09/20/02
    0019856152                         .0000       11/01/02            00
    0019856152                         .0000       10/01/32            0
    0                                 2.0000       10/01/07        10/01/07
    581/X79                           1.6250       11/01/07        11/01/07
      25                              2.0000          .0000           .0000
    A                                10.3750            6              6
      360                               E            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8142441                           5.0850        492,000.00        100
                                      5.0850        492,000.00         ZZ
1


                                     4.7100           2,084.85         1
                                     10.0850          2,084.85         80
    DENVER          CO    80209      9.7100        09/03/02
    0020057048                         .0000       11/01/02            00
    0020057048                         .0000       10/01/32            0
    0                                 2.0000       10/01/07        10/01/07
    581/X79                           1.6250       11/01/07        11/01/07
      25                              2.0000          .0000           .0000
    A                                10.0850            6              6
      360                               E            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8218939                           6.2500        160,000.00        100
                                      6.2500        159,387.97         ZZ
                                     5.8750             985.15         1
                                     12.2500            985.15         80
    STRONGSVILLE    OH    44149     11.8750        07/09/02
    TO BE ASSIGNED                     .0000       09/01/02            00
    0190138586                         .0000       08/01/32            0
    0                                 2.8750       08/01/03        08/01/03
    X32/X32                           2.5000       09/01/03        09/01/03
      45                              4.2500          .0000           .0000
    A                                 8.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    8218947                           5.8750        367,000.00        100
                                      5.8750        366,625.83         ZZ
                                     5.5000           2,170.94         1
                                     10.8750          2,170.94         75
    NEW RICHMOND    OH    45157     10.5000        10/11/02
    TO BE ASSIGNED                     .0000       12/01/02            00
    0190152835                         .0000       11/01/32            0
    0                                 2.7500       11/01/07        11/01/07
    X32/X32                           2.3750       12/01/07        12/01/07
      45                              2.7500          .0000           .0000
    A                                10.8750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    8218951                           5.3750        202,000.00        100
                                      5.3750        199,793.10         ZZ
                                     5.0000           1,637.14         1
                                     11.3750          1,637.14         57
    PEPPER PIKE     OH    44124     11.0000        08/26/02
    TO BE ASSIGNED                     .0000       10/01/02            00
    0190155994                         .0000       09/01/17            0
    0                                 2.7500       09/01/07        09/01/07
    X32/X32                           2.3750       10/01/07        10/01/07
      45                              3.3750          .0000           .0000
    A                                 7.3750           12             12
      180                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8218959                           5.8750        514,450.00        100
                                      5.8750        513,341.31         ZZ
                                     5.5000           3,043.17         1
                                     10.8750          3,043.17         80
    NORTH CANTON    OH    44709     10.5000        09/06/02
    TO BE ASSIGNED                     .0000       11/01/02            00
    0190163113                         .0000       10/01/32            0
    0                                 2.7500       10/01/09        10/01/09
    X32/X32                           2.3750       11/01/09        11/01/09
      45                              2.7500          .0000           .0000
    A                                10.8750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8218961                           6.1250        368,500.00        100
                                      6.1250        368,141.85         ZZ
                                     5.7500           2,239.04         1
                                     11.1250          2,239.04         53
    DUBLIN          OH    43017     10.7500        10/11/02
    TO BE ASSIGNED                     .0000       12/01/02            00
    0190167320                         .0000       11/01/32            0
    0                                 2.7500       11/01/09        11/01/09
    X32/X32                           2.3750       12/01/09        12/01/09
      45                              4.1250          .0000           .0000
    A                                 8.1250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8218967                           6.2500        600,000.00        100
                                      6.2500        599,430.70         ZZ
                                     5.8750           3,694.30         1
                                     11.2500          3,694.30         72
    SOLON           OH    44139     10.8750        10/04/02
    TO BE ASSIGNED                     .0000       12/01/02            00
    0190171116                         .0000       11/01/32            0
    0                                 2.7500       11/01/09        11/01/09
    X32/X32                           2.3750       12/01/09        12/01/09
      45                              2.7500          .0000           .0000
    A                                11.2500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8218969                           5.7500        350,000.00        100
                                      5.7500        349,634.58         ZZ
                                     5.3750           2,042.50         1
                                     10.7500          2,042.50         80
    AURORA          OH    44202     10.3750        10/08/02
    TO BE ASSIGNED                     .0000       12/01/02            00
    0190171728                         .0000       11/01/32            0
    0                                 2.7500       11/01/07        11/01/07
    X32/X32                           2.3750       12/01/07        12/01/07
      45                              2.7500          .0000           .0000
    A                                10.7500           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8218973                           5.3750        370,000.00        100
                                      5.3750        369,168.94         ZZ
                                     5.0000           2,071.89         1
                                     11.3750          2,071.89         74
    EVANSTON        IL    60201     11.0000        09/18/02
    TO BE ASSIGNED                     .0000       11/01/02            00
    0190175463                         .0000       10/01/32            0
    0                                 2.2500       10/01/07        10/01/07
    X32/X32                           1.8750       11/01/07        11/01/07
      45                              3.3750          .0000           .0000
    A                                 7.3750           12             12
1


      360                               L12          2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8218975                           5.3750        400,000.00        100
                                      5.3750        399,101.57         ZZ
                                     5.0000           2,239.88         1
                                     10.3750          2,239.88         80
    LAKE VILLA      IL    60046     10.0000        09/23/02
    TO BE ASSIGNED                     .0000       11/01/02            00
    0190177055                         .0000       10/01/32            0
    0                                 2.7500       10/01/07        10/01/07
    X32/X32                           2.3750       11/01/07        11/01/07
      45                              2.7500          .0000           .0000
    A                                10.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8218977                           5.0000        544,000.00        100
                                      5.0000        543,346.36         ZZ
                                     4.6250           2,920.31         1
                                     10.0000          2,920.31         80
    CLEVELAND HEIG  OH    44118      9.6250        09/30/02
    TO BE ASSIGNED                     .0000       12/01/02            00
    0190178871                         .0000       11/01/32            0
    0                                 2.7500       11/01/09        11/01/09
    X32/X32                           2.3750       12/01/09        12/01/09
      45                              2.7500          .0000           .0000
    A                                10.0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8218981                           6.1250        478,270.00        100
                                      6.1250        477,337.93         ZZ
                                     5.7500           2,906.02         1
                                     11.1250          2,906.02         95
    NEW ALBANY      OH    43054     10.7500        09/30/02
    TO BE ASSIGNED                     .0000       11/01/02            10
    0190179895                         .0000       10/01/32           30
    0                                 2.7500       10/01/07        10/01/07
1


    X32/X32                           2.3750       11/01/07        11/01/07
      45                              2.7500          .0000           .0000
    A                                11.1250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8218989                           6.5000        975,000.00        100
                                      6.5000        966,893.25         ZZ
                                     6.1250           6,162.66         1
                                     11.5000          6,162.66         68
    INDIAN HILL TO  OH    45243     11.1250        03/04/02
    TO BE ASSIGNED                     .0000       04/01/02            00
    0190089656                         .0000       03/01/32            0
    0                                 2.8750       03/01/07        03/01/07
    X32/X32                           2.5000       04/01/07        04/01/07
      45                              2.8750          .0000           .0000
    A                                11.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8229745                           5.6250        520,000.00        100
                                      5.6250        516,053.48         ZZ
                                     5.2500           2,993.41         1
                                     11.6250          2,993.41         57
    DESTIN          FL    32550     11.2500        04/08/02
    0622233885                         .0000       06/01/02            00
    0622233885                         .0000       05/01/32            0
    0                                 2.7500       05/01/05        05/01/05
    181/Y11                           2.3750       06/01/05        06/01/05
      45                              3.6250          .0000           .0000
    A                                 8.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    8229761                           5.7500        604,000.00        100
                                      5.7500        600,413.17         ZZ
                                     5.3750           3,524.79         1
                                     11.7500          3,524.79         80
    NORTHVILLE      MI    48167     11.3750        06/24/02
1


    0624317722                         .0000       08/01/02            00
    0624317722                         .0000       07/01/32            0
    0                                 2.7500       07/01/05        07/01/05
    181/Y11                           2.3750       08/01/05        08/01/05
      45                              3.7500          .0000           .0000
    A                                 7.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8229767                           5.5000        445,000.00        100
                                      5.5000        443,038.26         ZZ
                                     5.1250           2,526.66         1
                                     11.5000          2,526.66         62
    WEBSTER GROVES  MO    63119     11.1250        07/12/02
    0624820367                         .0000       09/01/02            00
    0624820367                         .0000       08/01/32            0
    0                                 2.7500       08/01/05        08/01/05
    181/Y11                           2.3750       09/01/05        09/01/05
      45                              3.5000          .0000           .0000
    A                                 7.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8229797                           5.5000        415,000.00        100
                                      5.5000        413,082.56         ZZ
                                     5.1250           2,356.32         1
                                     11.5000          2,356.32         62
    METAMORA        MI    48455     11.1250        07/17/02
    0625375496                         .0000       09/01/02            00
    0625375496                         .0000       08/01/32            0
    0                                 2.7500       08/01/05        08/01/05
    181/Y11                           2.3750       09/01/05        09/01/05
      45                              3.5000          .0000           .0000
    A                                 7.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    8270879                           5.3750        560,000.00        100
                                      5.3750        557,473.05         ZZ
1


                                     5.1250           3,135.84         1
                                     11.3750          3,135.84         70
    FRANKLIN LAKES  NJ    07417     11.1250        07/26/02
    0001347762                         .0000       09/01/02            00
    0001347762                         .0000       08/01/32            0
    0                                 2.7500       08/01/05        08/01/05
    181/181                           2.5000       09/01/05        09/01/05
      45                              3.3750          .0000           .0000
    A                                 7.3750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000

   TOTAL NUMBER OF LOANS   :        212

   TOTAL ORIGINAL BALANCE  :    94,039,416.48

   TOTAL PRINCIPAL BALANCE :    92,931,252.16

   TOTAL ORIGINAL P+I      :       576,036.32

   TOTAL CURRENT P+I       :       574,205.80


                             ***************************
                             *      END OF REPORT      *
                             ***************************

                                      F-3-1

<PAGE>



                                    EXHIBIT G
                          FORMS OF REQUEST FOR RELEASE

DATE:
TO:
RE:               REQUEST FOR RELEASE OF DOCUMENTS

In connection with the  administration of the pool of Mortgage Loans held by you
for the  referenced  pool,  we request  the  release of the  Mortgage  Loan File
described below.

Pooling and Servicing Agreement, Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one)  Mortgage Loan Prepaid in Full
                                           Mortgage Loan Repurchased

"We hereby  certify  that all amounts  received or to be received in  connection
with such  payments  which are required to be deposited  have been or will be so
deposited as provided in the Pooling and Servicing Agreement."

------------------------------
Residential Funding Corporation
Authorized Signature
****************************************************************
TO  CUSTODIAN/TRUSTEE:  Please acknowledge this request, and check off documents
being  enclosed  with a copy of this form.  You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.

 Enclosed Documents:      [ ] Promissory Note
                          [ ] Primary Insurance Policy
                          [ ] Mortgage or Deed of Trust
                          [ ] Assignment(s) of Mortgage or Deed of Trust
                          [ ] Title Insurance Policy
                                           [ ] Other: ________________________
---------------------------
Name
---------------------------
Title
---------------------------
Date

                                                        G-1

<PAGE>




                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF                   )
                           ) :ss.
COUNTY OF                  )

         [NAME OF OFFICER], being first duly sworn, deposes and says:

         1.  That he is  [Title  of  Officer]  of [Name  of  Owner]  (record  or
beneficial  owner of the Mortgage  Pass-Through  Certificates,  Series  _______,
Class  R[-__]  (the  "Owner")),  a  [savings  institution]   [corporation]  duly
organized and existing under the laws of [the State of ] [the United States], on
behalf of which he makes this affidavit and agreement.

         2.  That  the  Owner  (i)  is  not  and  will  not  be a  "disqualified
organization"  or an electing large  partnership as of [date of transfer] within
the  meaning of  Sections  860E(e)(5)  and 775,  respectively,  of the  Internal
Revenue Code of 1986, as amended (the "Code") or an electing  large  partnership
under  Section  775(a) of the Code,  (ii) will  endeavor to remain  other than a
disqualified  organization  for so long as it retains its ownership  interest in
the  Class  R[-__]  Certificates,  and  (iii)  is  acquiring  the  Class  R[-__]
Certificates  for its own account or for the account of another Owner from which
it has received an affidavit  and  agreement in  substantially  the same form as
this affidavit and agreement.  (For this purpose, a "disqualified  organization"
means an electing  large  partnership  under Section 775 of the Code, the United
States,   any  state  or   political   subdivision   thereof,   any   agency  or
instrumentality  of any of the foregoing (other than an  instrumentality  all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation,  a majority of whose board of directors is not selected by
any  such  governmental   entity)  or  any  foreign  government,   international
organization  or any agency or  instrumentality  of such foreign  government  or
organization,  any rural electric or telephone cooperative,  or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated  business
taxable income).

         3.  That the  Owner is aware (i) of the tax that  would be  imposed  on
transfers of Class R[-__] Certificates to disqualified organizations or electing
large  partnerships,  under the Code,  that  applies to all  transfers  of Class
R[-__]  Certificates  after March 31,  1988;  (ii) that such tax would be on the
transferor  (or, with respect to transfers to electing  large  partnerships,  on
each such  partnership),  or, if such transfer is through an agent (which person
includes a broker, nominee or middleman) for a disqualified organization, on the
agent;  (iii) that the person  (other than with respect to transfers to electing
large partnerships)  otherwise liable for the tax shall be relieved of liability
for the tax if the  transferee  furnishes to such person an  affidavit  that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R[-__] Certificates may be "noneconomic residual

                                                       H-1-1

<PAGE>



interests" within the meaning of Treasury  regulations  promulgated  pursuant to
the Code and that the transferor of a noneconomic  residual interest will remain
liable for any taxes due with respect to the income on such  residual  interest,
unless no  significant  purpose of the transfer was to impede the  assessment or
collection of tax.

         4.  That  the  Owner is aware  of the tax  imposed  on a  "pass-through
entity" holding Class R[-__]  Certificates if either the pass-through  entity is
an electing  large  partnership  under Section 775 of the Code or if at any time
during the taxable year of the pass-through  entity a disqualified  organization
is the record holder of an interest in such entity.  (For this purpose,  a "pass
through  entity"  includes  a  regulated   investment  company,  a  real  estate
investment  trust or common  trust fund,  a  partnership,  trust or estate,  and
certain cooperatives.)

         5. The Owner is either (i) a citizen or resident of the United  States,
(ii) a  corporation,  partnership  or other entity treated as a corporation or a
partnership for U.S.  federal income tax purposes and created or organized in or
under the laws of the  United  States,  any state  thereof  or the  District  of
Columbia (other than a partnership that is not treated as a United States person
under any applicable Treasury regulations), (iii) an estate that is described in
Section 7701(a)(30)(D) of the Code, or (iv) a trust that is described in Section
7701(a)(30)(E) of the Code.

         6. The Owner hereby agrees that it will not cause income from the Class
R[-__]  Certificates to be attributable to a foreign permanent  establishment or
fixed base (within the meaning of an applicable  income tax treaty) of the Owner
of another United States taxpayer.

         7. That the  Owner is aware  that the  Trustee  will not  register  the
transfer  of any  Class  R[- __]  Certificates  unless  the  transferee,  or the
transferee's  agent,  delivers to it an  affidavit  and  agreement,  among other
things,  in  substantially  the same form as this affidavit and  agreement.  The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes  that any of the  representations  contained in such  affidavit  and
agreement are false.

         8. That the Owner has reviewed the  restrictions  set forth on the face
of the Class R[-__]  Certificates  and the provisions of Section  5.02(f) of the
Pooling and Servicing  Agreement under which the Class R[-__]  Certificates were
issued (in  particular,  clause  (iii)(A) and (iii)(B) of Section  5.02(f) which
authorize  the Trustee to deliver  payments to a person other than the Owner and
negotiate  a  mandatory  sale by the  Trustee in the event the Owner  holds such
Certificates in violation of Section 5.02(f)).  The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.

         9.  That  the  Owner  consents  to  any  additional   restrictions   or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable  arrangement to ensure that the Class R[-__] Certificates will only
be  owned,  directly  or  indirectly,  by an  Owner  that is not a  disqualified
organization.

         10.   The Owner's Taxpayer Identification Number is ________________.

                                                       H-1-2

<PAGE>




         11. This  affidavit  and  agreement  relates  only to the Class  R[-__]
Certificates  held by the Owner and not to any other  holder of the Class R[-__]
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R[-__] Certificates.

         12. That no purpose of the Owner relating to the transfer of any of the
Class R[-__] Certificates by the Owner is or will be to impede the assessment or
collection of any tax; in making this  representation,  the Owner  warrants that
the Owner is familiar  with (i)  Treasury  Regulation  Section  1.860E-1(c)  and
recent amendments thereto,  effective as of July 19, 2002, and (ii) the preamble
describing the adoption of the amendments to such regulation,  which is attached
hereto as Exhibit 1.

         13. That the Owner has no present knowledge or expectation that it will
be  unable  to pay  any  United  States  taxes  owed by it so long as any of the
Certificates remain outstanding.  In this regard, the Owner hereby represents to
and for the  benefit  of the  person  from whom it  acquired  the  Class  R[-__]
Certificate  that the Owner  intends to pay taxes  associated  with holding such
Class R[- __]  Certificate as they become due, fully  understanding  that it may
incur tax  liabilities in excess of any cash flows generated by the Class R[-__]
Certificate.

         14. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Class R[-__] Certificates remain outstanding.

         15. (a) The Owner is not an employee benefit plan or other plan subject
to the  prohibited  transaction  provisions  of the Employee  Retirement  Income
Security  Act of 1974,  as amended  ("ERISA"),  or Section  4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or an investment  manager,  named
fiduciary or a trustee of any such plan, or any other Person acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
such plan; or

                  (b) The Owner has provided  the  Trustee,  the Company and the
Master  Servicer  with an  opinion  of  counsel  acceptable  to and in form  and
substance  satisfactory  to the Trustee,  the Company and the Master Servicer to
the effect that the purchase of  Certificates  is permissible  under  applicable
law, will not  constitute  or result in any  non-exempt  prohibited  transaction
under ERISA or Section  4975 of the Code and will not subject the  Trustee,  the
Company  or the  Master  Servicer  to any  obligation  or  liability  (including
obligations or liabilities  under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.

         In addition,  the Owner hereby  certifies,  represents and warrants to,
and covenants  with, the Company,  the Trustee and the Master  Servicer that the
Purchaser  will not  transfer  such  Certificates  to any Plan or person  unless
either such Plan or person meets the requirements set forth in either (a) or (b)
above.


                                                       H-1-3

<PAGE>



         Capitalized  terms used but not defined  herein shall have the meanings
assigned in the Pooling and Servicing Agreement.



                                                       H-1-4

<PAGE>



         IN WITNESS WHEREOF, the Owner has caused this instrument to be executed
on its  behalf,  pursuant to the  authority  of its Board of  Directors,  by its
[Title of Officer] and its corporate seal to be hereunto  attached,  attested by
its [Assistant] Secretary, this day of _____,___ 200__.

                                                              [NAME OF OWNER]

                                                              By:
                                                              [Name of Officer]
                                                              [Title of Officer]


[Corporate Seal]

ATTEST:


[Assistant] Secretary

         Personally appeared before me the above-named [Name of Officer],  known
or proved to me to be the same person who executed the foregoing  instrument and
to be the  [Title of  Officer]  of the  Owner,  and  acknowledged  to me that he
executed  the  same as his  free  act and  deed and the free act and deed of the
Owner.

         Subscribed and sworn before me this ___ day of ________, 200 __.


                                         NOTARY PUBLIC

                                         COUNTY OF

                                         STATE OF

                                         My Commission expires the ____ day of
                                         _____, 20__ .

                                                       H-1-5

<PAGE>



EXHIBIT 1


DEPARTMENT OF THE TREASURY

Internal Revenue Service

26 CFR Parts 1 and 602

[TD 9004]
RIN 1545-AW98


Real Estate Mortgage Investment Conduits

AGENCY: Internal Revenue Service (IRS), Treasury.

ACTION: Final regulations.

-----------------------------------------------------------------------

SUMMARY:  This  document  contains  final  regulations  relating  to safe harbor
transfers of noneconomic  residual interests in real estate mortgage  investment
conduits (REMICs).  The final regulations provide additional  limitations on the
circumstances under which transferors may claim safe harbor treatment.

DATES: Effective Date: These regulations are effective July 19, 2002.
   Applicability Date: For dates of applicability, see Sec. 1.860E-
(1)(c)(10).

FOR FURTHER INFORMATION CONTACT: Courtney Shepardson at (202) 622-3940
(not a toll-free number).

SUPPLEMENTARY INFORMATION:

Paperwork Reduction Act

   The  collection  of  information  in this final rule has been  reviewed  and,
pending  receipt and  evaluation of public  comments,  approved by the Office of
Management  and Budget (OMB) under 44 U.S.C.  3507 and assigned  control  number
1545-1675.
   The collection of information in this regulation is in Sec. 1.860E -

                                                       H-1-6

<PAGE>



1(c)(5)(ii).  This  information  is  required to enable the IRS to verify that a
taxpayer is complying with the conditions of this regulation.  The collection of
information  is mandatory  and is  required.  Otherwise,  the taxpayer  will not
receive the benefit of safe harbor treatment as provided in the regulation.  The
likely respondents are businesses and other for-profit institutions.
   Comments on the  collection  of  information  should be sent to the Office of
Management  and Budget,  Attn:  Desk Officer for the Department of the Treasury,
Office of Information and Regulatory Affairs, Washington, DC, 20503, with copies
to  the  Internal  Revenue  Service,   Attn:  IRS  Reports  Clearance   Officer,
W:CAR:MP:FP:S,  Washington,  DC 20224. Comments on the collection of information
should be received by September 17, 2002.  Comments are  specifically  requested
concerning:
   Whether the collection of information is necessary for the proper performance
of  the  functions  of the  Internal  Revenue  Service,  including  whether  the
information will have practical utility;
   The accuracy of the estimated burden associated with the collection
of information (see below);
   How the quality, utility, and clarity of the information to be
collected may be enhanced;
   How the  burden  of  complying  with the  collection  of  information  may be
minimized,  including through the application of automated collection techniques
or other forms of information technology; and
   Estimates of capital or start-up  costs and costs of operation,  maintenance,
and purchase of service to provide information.
   An agency may not conduct or sponsor, and a person is not required to respond
to, a  collection  of  information  unless it  displays a valid  control  number
assigned by the Office of Management and Budget.
   The  estimated  total  annual  reporting  burden  is 470  hours,  based on an
estimated  number of respondents  of 470 and an estimated  average annual burden
hours per respondent of one hour.
   Books or records  relating to a collection of information must be retained as
long as their contents may become material in the administration of any internal
revenue law. Generally, tax returns and tax return information are confidential,
as required by 26 U.S.C. 6103.

Background

   This document contains final regulations regarding the proposed amendments to
26 CFR part 1 under  section  860E of the  Internal  Revenue  Code  (Code).  The
regulations  provide the circumstances under which a transferor of a noneconomic
REMIC  residual   interest   meeting  the   investigation   and   representation
requirements may avail itself of the

                                                       H-1-7

<PAGE>



safe harbor by satisfying either the formula test or the asset test.
   Final regulations governing REMICs, issued in 1992, contain rules
governing the transfer of noneconomic REMIC residual interests. In
general, a transfer of a noneconomic residual interest is disregarded
for all tax purposes if a significant purpose of the transfer is to

[[Page 47452]]

enable the  transferor to impede the  assessment or collection of tax. A purpose
to impede the assessment or collection of tax (a wrongful purpose) exists if the
transferor,  at the time of the transfer,  either knew or should have known that
the transferee would be unwilling or unable to pay taxes due on its share of the
REMIC's taxable income.
   Under a safe harbor, the transferor of a REMIC noneconomic  residual interest
is presumed not to have a wrongful  purpose if two  requirements  are satisfied:
(1) the  transferor  conducts a  reasonable  investigation  of the  transferee's
financial  condition  (the  investigation  requirement);  and (2) the transferor
secures a  representation  from the transferee to the effect that the transferee
understands the tax obligations  associated with holding a residual interest and
intends to pay those taxes (the representation requirement).
   The IRS and Treasury have been concerned that some transferors of noneconomic
residual  interests claim they satisfy the safe harbor even in situations  where
the economics of the transfer  clearly  indicate the  transferee is unwilling or
unable to pay the tax associated with holding the interest.  For this reason, on
February  7, 2000,  the IRS  published  in the Federal  Register  (65 FR 5807) a
notice of proposed rulemaking (REG-100276-97; REG-122450-98) designed to clarify
the safe harbor by adding the  "formula  test," an economic  test.  The proposed
regulation provides that the safe harbor is unavailable unless the present value
of the anticipated tax liabilities associated with holding the residual interest
does not exceed the sum of: (1) The present value of any consideration  given to
the  transferee to acquire the  interest;  (2) the present value of the expected
future  distributions  on  the  interest;  and  (3)  the  present  value  of the
anticipated  tax  savings  associated  with  holding  the  interest as the REMIC
generates losses.
   The notice of proposed  rulemaking also contained  rules for FASITs.  Section
1.860H-6(g) of the proposed regulations  provides  requirements for transfers of
FASIT  ownership  interests  and adopts a safe harbor by  reference  to the safe
harbor provisions of the REMIC regulations.
   In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3
I.R.B. 335) to set forth an alternative safe harbor that taxpayers

                                                       H-1-8

<PAGE>



could use while the IRS and the  Treasury  considered  comments on the  proposed
regulations.  Under the  alternative  safe  harbor,  if a  transferor  meets the
investigation  requirement and the  representation  requirement but the transfer
fails to meet the formula test, the transferor may invoke the safe harbor if the
transferee  meets a two- prong test (the asset  test).  A  transferee  generally
meets the first prong of this test if, at the time of the transfer,  and in each
of the two years preceding the year of transfer,  the transferee's  gross assets
exceed  $100  million  and its net  assets  exceed  $10  million.  A  transferee
generally  meets  the  second  prong of this test if it is a  domestic,  taxable
corporation  and agrees in writing  not to transfer  the  interest to any person
other  than  another  domestic,  taxable  corporation  that also  satisfies  the
requirements  of the asset test. A  transferor  cannot rely on the asset test if
the transferor knows, or has reason to know, that the transferee will not comply
with its written agreement to limit the restrictions on subsequent  transfers of
the residual interest.
   Rev. Proc.  2001-12 provides that the asset test fails to be satisfied in the
case of a transfer or assignment of a noneconomic residual interest to a foreign
branch of an otherwise  eligible  transferee.  If such a transfer or  assignment
were permitted,  a corporate taxpayer might seek to claim that the provisions of
an  applicable  income tax treaty  would  resource  excess  inclusion  income as
foreign  source  income,  and that,  as a  consequence,  any U.S. tax  liability
attributable  to the excess  inclusion  income  could be offset by  foreign  tax
credits.  Such a claim would impede the  assessment or collection of U.S. tax on
excess inclusion income,  contrary to the congressional purpose of assuring that
such income will be taxable in all events. See, e.g., sections 860E(a)(1),  (b),
(e) and 860G(b) of the Code.
   The Treasury and the IRS have  learned  that certain  taxpayers  transferring
noneconomic residual interests to foreign branches have attempted to rely on the
formula  test to obtain  safe  harbor  treatment  in an  effort  to  impede  the
assessment or collection of U.S. tax on excess  inclusion  income.  Accordingly,
the  final  regulations  provide  that if a  noneconomic  residual  interest  is
transferred  to a  foreign  permanent  establishment  or  fixed  base  of a U.S.
taxpayer,  the transfer is not eligible for safe harbor  treatment  under either
the asset  test or the  formula  test.  The  final  regulations  also  require a
transferee  to  represent  that it will not cause  income  from the  noneconomic
residual  interest to be attributable to a foreign  permanent  establishment  or
fixed base.
   Section 1.860E -1(c)(8) provides  computational rules that a taxpayer may use
to qualify for safe harbor status under the formula test.

                                                       H-1-9

<PAGE>



Section 1.860E-1(c)(8)(i) provides that the transferee is presumed to pay tax at
a rate  equal to the  highest  rate of tax  specified  in  section  11(b).  Some
commentators  were  concerned  that this  presumed rate of taxation was too high
because it does not take into consideration taxpayers subject to the alternative
minimum tax rate.  In light of the comments  received,  this  provision has been
amended in the final regulations to allow certain transferees that compute their
taxable  income using the  alternative  minimum tax rate to use the  alternative
minimum tax rate applicable to corporations.
   Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present

values in the formula test are to be computed using a discount rate equal to the
applicable  Federal  short-term  rate prescribed by section  1274(d).  This is a
change  from  the  proposed   regulation  and  Rev.  Proc.   2001-12.  In  those
publications  the  provision  stated that "present  values are computed  using a
discount rate equal to the applicable Federal rate prescribed in section 1274(d)
compounded  semiannually"  and that "[a] lower  discount rate may be used if the
transferee can demonstrate that it regularly borrows, in the course of its trade
or  business,  substantial  funds at such  lower  rate from an  unrelated  third
party." The IRS and the Treasury  Department  have learned  that,  based on this
provision,  certain taxpayers have been attempting to use unrealistically low or
zero interest rates to satisfy the formula test,  frustrating  the intent of the
test.  Furthermore,  the  Treasury  Department  and the IRS believe  that a rule
allowing  for a rate  other than a rate based on an  objective  index  would add
unnecessary complexity to the safe harbor. As a result, the rule in the proposed
regulations  that  permits a transferee  to use a lower  discount  rate,  if the
transferee can demonstrate that it regularly  borrows  substantial funds at such
lower rate, is not included in the final regulations; and the Federal short-term
rate  has  been  substituted  for  the  applicable  Federal  rate.  To  simplify
taxpayers' computations, the final regulations allow use of any of the published
short-term  rates,  provided  that  the  present  values  are  computed  with  a
corresponding  period  of  compounding.  With the  exception  of the  provisions
relating to transfers to foreign  branches,  these  changes  generally  have the
proposed  applicability  date of February 4, 2000,  but  taxpayers may choose to
apply the interest  rate formula set forth in the proposed  regulation  and Rev.
Proc. 2001-12 for transfers occurring before August 19, 2002.
   It is anticipated that when final regulations are adopted with
respect to


                                                      H-1-10

<PAGE>



[[Page 47453]]

FASITs,  Sec.  1.860H-6(g)  of the  proposed  regulations  will  be  adopted  in
substantially  its  present  form,  with the result  that the final  regulations
contained  in this  document  will  also  govern  transfers  of FASIT  ownership
interests with substantially the same applicability date as is contained in this
document.

Effect on Other Documents

   Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of
noneconomic residual interests in REMICs occurring on or after August
19, 2002.

Special Analyses

   It is hereby  certified  that these  regulations  will not have a significant
economic impact on a substantial number of small entities. This certification is
based  on the  fact  that it is  unlikely  that a  substantial  number  of small
entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility
Analysis  under  the  Regulatory  Flexibility  Act (5 U.S.C.  chapter  6) is not
required.  It  has  been  determined  that  this  Treasury  decision  is  not  a
significant regulatory action as defined in Executive Order 12866.  Therefore, a
regulatory assessment is not required. It also has been determined that sections
553(b) and 553(d) of the  Administrative  Procedure Act (5 U.S.C.  chapter 5) do
not apply to these regulations.

Drafting Information

   The principal author of these  regulations is Courtney  Shepardson.  However,
other  personnel  from the IRS and  Treasury  Department  participated  in their
development.

List of Subjects

26 CFR Part 1

   Income taxes, Reporting and record keeping requirements.

26 CFR Part 602

   Reporting and record keeping requirements.

                                                      H-1-11

<PAGE>



Adoption of Amendments to the Regulations

   Accordingly, 26 CFR parts 1 and 602 are amended as follows:

PART 1--INCOME TAXES

   Paragraph 1. The  authority  citation for part 1 continues to read in part as
follows:

   Authority: 26 U.S.C. 7805 * * *



                                                      H-1-12

<PAGE>



                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE


                             ---------------, -----


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrews Place
Santa Ana, California 92705

               Re:  Mortgage  Asset-Backed  Pass-Through  Certificates,   Series
                    2002-RM1, Class R-I, Class R-II, Class R-III and Class R-IV

Ladies and Gentlemen:

         This letter is  delivered  to you in  connection  with the  transfer by
________________ (the "Seller") to _______________________  (the "Purchaser") of
$ ___________  Initial  Certificate  Principal Balance of Mortgage  Asset-Backed
Pass-Through  Certificates,  Series 2002-RM1, Class R-I, Class R-II, Class R-III
and Class R-IV (the "Class R  Certificates"),  pursuant  to Section  5.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing  Agreement"),  dated
as of December 1, 2002,  among  Residential  Asset Mortgage  Products,  Inc., as
depositor (the "Depositor"), Residential Funding Corporation, as master servicer
and Deutsche Bank Trust Company Americas, as trustee (the "Trustee").  All terms
used herein and not  otherwise  defined shall have the meanings set forth in the
Pooling and Servicing  Agreement.  The Seller hereby  certifies,  represents and
warrants to, and covenants with, the Depositor and the Trustee that:

1.   No purpose of the Seller relating to the transfer of the Certificate by the
     Seller  to  the  Purchaser  is or  will  be to  impede  the  assessment  or
     collection of any tax.

2.   The Seller  understands that the Purchaser has delivered to the Trustee and
     the Master Servicer a transfer affidavit and agreement in the form attached
     to the Pooling and Servicing  Agreement as Exhibit H-1. The Seller does not
     know or believe that any representation contained therein is false.

3.   The  Seller  has at  the  time  of  the  transfer  conducted  a  reasonable
     investigation  of the financial  condition of the Purchaser as contemplated
     by Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result of that
     investigation, the Seller has determined that the Purchaser

                                                       H-2-1

<PAGE>



         has  historically  paid its debts as they  become  due and has found no
         significant  evidence to indicate that the Purchaser  will not continue
         to  pay  its  debts  as  they  become  due in the  future.  The  Seller
         understands  that  the  transfer  of a Class R  Certificate  may not be
         respected  for United  States  income tax purposes  (and the Seller may
         continue  to be  liable  for  United  States  income  taxes  associated
         therewith) unless the Seller has conducted such an investigation.

4.   The Seller has no actual knowledge that the proposed Transferee is not both
     a United States Person and a Permitted Transferee.

                                                     Very truly yours,


                                                     (Seller)


                                                     By:
                                                     Name:
                                                     Title:



                                                       H-2-2

<PAGE>



                                    EXHIBIT I

                     FORM OF INVESTOR REPRESENTATION LETTER


                           -------------------, ------


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrews Place
Santa Ana, California 92705

Re:  Mortgage Asset-Backed  Pass-Through  Certificates,  Series 2002-RM1,  Class
     B-[__-__]

Ladies and Gentlemen:

         _________________   (the   "Purchaser")   intends  to   purchase   from
______________ (the "Seller") $___________ Initial Certificate Principal Balance
of Mortgage  Asset-Backed  Pass- Through  Certificates,  Series 2002-RM1,  Class
B-[__-__]  (the  "Certificates"),  issued  pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"),  dated as of December 1, 2002
among Residential Asset Mortgage  Products,  Inc., as seller (the  "Depositor"),
Residential  Funding  Corporation,  as master  servicer and Deutsche  Bank Trust
Company  Americas,  as trustee  (the  "Trustee").  All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement.  The  Purchaser  hereby  certifies,  represents  and warrants to, and
covenants with, the Depositor and the Trustee that:

1.       The Purchaser  understands that (a) the Certificates  have not been and
         will not be registered or qualified  under the  Securities Act of 1933,
         as amended (the "Act") or any state  securities  law, (b) the Depositor
         is not  required to so register  or qualify the  Certificates,  (c) the
         Certificates may be resold only if registered and qualified pursuant to
         the  provisions  of the  Act  or any  state  securities  law,  or if an
         exemption from such  registration and  qualification is available,  (d)
         the Pooling and Servicing Agreement contains restrictions regarding the
         transfer  of the  Certificates  and (e) the  Certificates  will  bear a
         legend to the foregoing effect.

2.       The  Purchaser is acquiring  the  Certificates  for its own account for
         investment  only and not with a view to or for sale in connection  with
         any  distribution  thereof in any manner that would  violate the Act or
         any applicable state securities laws.


                                                        I-1

<PAGE>



3.       The  Purchaser  is  (a) a  substantial,  sophisticated  [institutional]
         investor having such knowledge and experience in financial and business
         matters,  and, in  particular,  in such matters  related to  securities
         similar to the Certificates,  such that it is capable of evaluating the
         merits and risks of  investment in the  Certificates,  (b) able to bear
         the  economic  risks  of such  an  investment  and  (c) an  "accredited
         investor" within the meaning of Rule 501(a) promulgated pursuant to the
         Act.

4.   The Purchaser has been furnished with, and has had an opportunity to review
     (a) [a copy of the Private Placement  Memorandum,  dated  ________________,
     ____, relating to the Certificates (b)] a copy of the Pooling and Servicing
     Agreement and [b] [c] such other  information  concerning the Certificates,
     the Mortgage Loans and the Depositor as has been requested by the Purchaser
     from  the  Depositor  or the  Seller  and is  relevant  to the  Purchaser's
     decision to purchase the Certificates.  The Purchaser has had any questions
     arising  from such review  answered by the  Depositor  or the Seller to the
     satisfaction  of the  Purchaser.  [If the  Purchaser  did not  purchase the
     Certificates from the Seller in connection with the initial distribution of
     the  Certificates  and was  provided  with a copy of the Private  Placement
     Memorandum (the "Memorandum")  relating to the original sale (the "Original
     Sale") of the  Certificates  by the Depositor,  the Purchaser  acknowledges
     that such Memorandum was provided to it by the Seller,  that the Memorandum
     was  prepared  by the  Depositor  solely  for use in  connection  with  the
     Original Sale and the Depositor did not participate in or facilitate in any
     way the purchase of the Certificates by the Purchaser from the Seller,  and
     the Purchaser  agrees that it will look solely to the Seller and not to the
     Depositor with respect to any damage,  liability,  claim or expense arising
     out of,  resulting  from or in  connection  with (a) error or omission,  or
     alleged  error  or  omission,  contained  in the  Memorandum,  or  (b)  any
     information,   development   or  event   arising  after  the  date  of  the
     Memorandum.]

5.   The  Purchaser  has not and  will  not  nor  has it  authorized  or will it
     authorize any person to (a) offer,  pledge,  sell,  dispose of or otherwise
     transfer  any  Certificate,  any interest in any  Certificate  or any other
     similar security to any person in any manner,  (b) solicit any offer to buy
     or to accept a pledge,  disposition of other  transfer of any  Certificate,
     any interest in any  Certificate  or any other  similar  security  from any
     person in any manner,  (c) otherwise  approach or negotiate with respect to
     any  Certificate,  any  interest in any  Certificate  or any other  similar
     security with any person in any manner,  (d) make any general  solicitation
     by means of  general  advertising  or in any  other  manner or (e) take any
     other action,  that (as to any of (a) through (e) above) would constitute a
     distribution  of any  Certificate  under the Act,  that  would  render  the
     disposition  of any  Certificate a violation of Section 5 of the Act or any
     state  securities law, or that would require  registration or qualification
     pursuant thereto.  The Purchaser will not sell or otherwise transfer any of
     the  Certificates,  except in compliance with the provisions of the Pooling
     and Servicing Agreement.

                                                     Very truly yours,

                                                     (Seller)

                                                        I-2

<PAGE>



                                                     By:____________________
                                                     Name:__________________
                                                     Title:_________________

                                                        I-3

<PAGE>




                                    EXHIBIT J

                    FORM OF TRANSFEROR REPRESENTATION LETTER


                             ----------------, -----


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrews Place
Santa Ana, California 92705

Re:  Mortgage Asset-Backed  Pass-Through  Certificates,  Series 2002-RM1,  Class
     B-[__-__]

Ladies and Gentlemen:

         In  connection   with  the  sale  by  __________   (the   "Seller")  to
______________ (the "Purchaser") of $____________  Initial Certificate Principal
Balance of Mortgage  Asset-Backed  Pass-Through  Certificates,  Series 2002-RM1,
Class  B-[__-__]  (the  "Certificates"),  issued  pursuant  to the  Pooling  and
Servicing  Agreement  (the  "Pooling  and  Servicing  Agreement"),  dated  as of
December 1, 2002 among Residential Asset Mortgage  Products,  Inc., as depositor
(the "Depositor"),  Residential  Funding  Corporation,  as master servicer,  and
Deutsche Bank Trust Company  Americas,  as trustee (the  "Trustee").  The Seller
hereby certifies,  represents and warrants to, and covenants with, the Depositor
and the Trustee that:

         Neither  the Seller nor  anyone  acting on its behalf has (a)  offered,
pledged,  sold,  disposed  of or  otherwise  transferred  any  Certificate,  any
interest in any  Certificate or any other similar  security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate,  any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise  approached or
negotiated with respect to any  Certificate,  any interest in any Certificate or
any other  similar  security  with any  person in any  manner,  (d) has made any
general  solicitation by means of general advertising or in any other manner, or
(e) has taken any other action,  that (as to any of (a) through (e) above) would
constitute a distribution of the  Certificates  under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section  5 of the  Act or any  state  securities  law,  or  that  would  require
registration or qualification  pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any Certificate.  The
Seller has not and will not sell or otherwise

                                                        J-1

<PAGE>



transfer any of the  Certificates,  except in compliance  with the provisions of
the Pooling and Servicing Agreement.

                                                     Very truly yours,


                                                     (Seller)


                                                     By:_______________________
                                                     Name:_____________________
                                                     Title:____________________


                                                        J-2

<PAGE>



                                    EXHIBIT K

                   TEXT OF AMENDMENT TO POOLING AND SERVICING
                  AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
                                LIMITED GUARANTY


ARTICLE XII

Subordinate Certificate Loss Coverage; Limited Guaranty

         Section 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty.
(a) Subject to subsection  (c) below,  prior to the later of the third  Business
Day prior to each  Distribution  Date or the  related  Determination  Date,  the
Master Servicer shall determine  whether it or any Subservicer  will be entitled
to any  reimbursement  pursuant to Section 4.02(c) on such Distribution Date for
Advances or Subservicer Advances previously made, (which will not be Advances or
Subservicer  Advances  that were made with respect to  delinquencies  which were
subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess  Bankruptcy  Losses or  Extraordinary  Losses)  and,  if so,  the  Master
Servicer shall demand payment from Residential Funding of an amount equal to the
amount of any Advances or Subservicer  Advances  reimbursed  pursuant to Section
4.02(c),  to the extent such  Advances  or  Subservicer  Advances  have not been
included in the amount of the Realized Loss in the related  Mortgage  Loan,  and
shall distribute the same to the Class R  Certificateholders  in the same manner
as if such amount were to be distributed pursuant to Section 4.02(c).

         (b) Subject to  subsection  (c) below,  prior to the later of the third
Business Day prior to each Distribution Date or the related  Determination Date,
the Master  Servicer  shall  determine  whether any Realized  Losses (other than
Excess Special Hazard Losses,  Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary  Losses)  will be allocated  to the Class R  Certificates  on such
Distribution  Date  pursuant to Section  4.05,  and, if so, the Master  Servicer
shall demand  payment from  Residential  Funding of the amount of such  Realized
Loss and shall distribute the same to the Class R Certificateholders in the same
manner as if such amount  were to be  distributed  pursuant to Section  4.02(c);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the  additional  amount of
Accrued  Certificate  Interest  that  would  have  been  paid  for  the  Class R
Certificateholders  on such  Distribution  Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate  Principal
Balances  of the  Class R  Certificates  on such  Distribution  Date due to such
Realized  Loss or Losses.  Notwithstanding  such payment,  such Realized  Losses
shall be deemed to have been borne by the  Certificateholders  for  purposes  of
Section  4.05.  Excess  Special  Hazard  Losses,  Excess  Fraud  Losses,  Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class R Certificates
will not be covered by the Subordinate Certificate Loss Obligation.

     (c) Demands for payments  pursuant to this  Section  shall be made prior to
the later of the third

                                                        K-1

<PAGE>



Business Day prior to each Distribution Date or the related  Determination  Date
by the Master  Servicer with written notice thereof to the Trustee.  The maximum
amount  that  Residential  Funding  shall be  required  to pay  pursuant to this
Section on any Distribution Date (the "Amount  Available") shall be equal to the
lesser of (X) __________  minus the sum of (i) all previous  payments made under
subsections  (a) and (b) hereof and (ii) all draws  under the  Limited  Guaranty
made in lieu of such payments as described  below in subsection  (d) and (Y) the
then outstanding Certificate Principal Balances of the Class R Certificates,  or
such lower amount as may be established  pursuant to Section 12.02.  Residential
Funding's obligations as described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."

         (d)  The  Trustee  will  promptly  notify  General  Motors   Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and  shall  demand  payment  pursuant  to the  limited  guaranty  (the  "Limited
Guaranty"),  executed by General Motors Acceptance  Corporation,  of Residential
Funding's  obligation  to make payments  pursuant to this Section,  in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by  delivering to General  Motors  Acceptance  Corporation a written  demand for
payment by wire  transfer,  not later than the second  Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.

         (e) All payments made by Residential  Funding  pursuant to this Section
or amounts paid under the Limited  Guaranty  shall be deposited  directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class R Certificateholders.

         (f) The Depositor  shall have the option,  in its sole  discretion,  to
substitute  for  either  or  both of the  Limited  Guaranty  or the  Subordinate
Certificate  Loss  Obligation  another  instrument  in the  form of a  corporate
guaranty,  an irrevocable  letter of credit, a surety bond,  insurance policy or
similar instrument or a reserve fund; provided that (i) the Depositor obtains an
Opinion of Counsel (which need not be an opinion of Independent  counsel) to the
effect that obtaining such substitute corporate guaranty,  irrevocable letter of
credit, surety bond, insurance policy or similar instrument or reserve fund will
not cause either (a) any federal tax to be imposed on the Trust Fund,  including
without limitation,  any federal tax imposed on "prohibited  transactions" under
Section  860(F)(a)(1) of the Code or on  "contributions  after the startup date"
under Section  860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any  Certificate  is  outstanding,  and (ii) no such
substitution  shall  be made  unless  (A) the  substitute  Limited  Guaranty  or
Subordinate  Certificate  Loss Obligation is for an initial amount not less than
the then  current  Amount  Available  and  contains  provisions  that are in all
material  respects  equivalent to the original  Limited  Guaranty or Subordinate
Certificate   Loss   Obligation   (including   that  no  portion  of  the  fees,
reimbursements  or other  obligations under any such instrument will be borne by
the Trust  Fund),  (B) the long  term debt  obligations  of any  obligor  of any
substitute  Limited Guaranty or Subordinate  Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating  of  the  long  term  debt  obligations  of  General  Motors   Acceptance
Corporation  as of the date of  issuance  of the  Limited  Guaranty  and (b) the
rating  of  the  long  term  debt  obligations  of  General  Motors   Acceptance
Corporation  at the  date of such  substitution  and (C) the  Depositor  obtains
written

                                                        K-2

<PAGE>



confirmation from each nationally recognized credit rating agency that rated the
Class R  Certificates  at the request of the  Depositor  that such  substitution
shall not lower the rating on the Class R  Certificates  below the lesser of (a)
the  then-current  rating  assigned to the Class R  Certificates  by such rating
agency and (b) the original  rating assigned to the Class R Certificates by such
rating  agency.   Any  replacement  of  the  Limited   Guaranty  or  Subordinate
Certificate  Loss Obligation  pursuant to this Section shall be accompanied by a
written Opinion of Counsel to the substitute guarantor or obligor,  addressed to
the Master Servicer and the Trustee, that such substitute instrument constitutes
a legal,  valid and binding  obligation of the substitute  guarantor or obligor,
enforceable in accordance  with its terms,  and concerning such other matters as
the Master  Servicer  and the  Trustee  shall  reasonably  request.  Neither the
Depositor,  the Master Servicer nor the Trustee shall be obligated to substitute
for or replace the Limited  Guaranty or Subordinate  Certificate Loss Obligation
under any  circumstance.  Section  12.02.  Amendments  Relating  to the  Limited
Guaranty.  Notwithstanding  Sections 11.01 or 12.01:  (i) the provisions of this
Article XII may be amended,  superseded or deleted, (ii) the Limited Guaranty or
Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and
(iii) any other  provision of this  Agreement  which is related or incidental to
the matters  described in this Article XI may be amended in any manner;  in each
case by  written  instrument  executed  or  consented  to by the  Depositor  and
Residential Funding but without the consent of any Certificateholder and without
the consent of the Master Servicer or the Trustee being required unless any such
amendment  would impose any  additional  obligation  on, or otherwise  adversely
affect the  interests  of, the Master  Servicer or the Trustee,  as  applicable;
provided  that the  Depositor  shall also obtain a letter  from each  nationally
recognized  credit  rating  agency  that rated the Class R  Certificates  at the
request of the Depositor to the effect that such amendment,  reduction, deletion
or cancellation will not lower the rating on the Class R Certificates  below the
lesser of (a) the  then-current  rating  assigned to the Class R Certificates by
such  rating  agency  and  (b)  the  original  rating  assigned  to the  Class R
Certificates by such rating agency, unless (A) the Holder of 100% of the Class R
Certificates is Residential  Funding or an Affiliate of Residential  Funding, or
(B) such  amendment,  reduction,  deletion or cancellation is made in accordance
with Section 11.01(e) and, provided further that the Depositor  obtains,  in the
case of a material amendment or supersession (but not a reduction,  cancellation
or  deletion  of the  Limited  Guaranty  or  the  Subordinate  Certificate  Loss
Obligation),  an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such  amendment or  supersession  will not cause
either (a) any federal tax to be imposed on the Trust  Fund,  including  without
limitation,  any federal tax imposed on "prohibited  transactions" under Section
860F(a)(1)  of the Code or on  "contributions  after  the  startup  date"  under
Section  860G(d)(1)  of the Code or (b) the Trust  Fund to fail to  qualify as a
REMIC  at any time  that  any  Certificate  is  outstanding.  A copy of any such
instrument  shall be provided to the  Trustee and the Master  Servicer  together
with an Opinion of Counsel that such amendment complies with this Section 12.02.



                                                        K-3

<PAGE>



                                    EXHIBIT L

                            FORM OF LIMITED GUARANTY

LIMITED GUARANTY

RESIDENTIAL ASSET SECURITIES CORPORATION

Mortgage Asset-Backed Pass-Through Certificates
Series 2002-RM1

                                                     ____________________, 20___

Deutsche Bank Trust Company Americas
1761 East St. Andrews Place
Santa Ana, California 92705

Ladies and Gentlemen:

         WHEREAS,   Residential  Funding  Corporation,  a  Delaware  corporation
("Residential  Funding"),  an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation,  a New York corporation ("GMAC"), plans to incur certain
obligations  as  described  under  Section  12.01 of the Pooling  and  Servicing
Agreement  dated as of  December  1, 2002  (the  "Servicing  Agreement"),  among
Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding
and Deutsche Bank Trust Company Americas (the "Trustee") as amended by Amendment
No. 1 thereto, dated as of _________,  with respect to the Mortgage Asset-Backed
Pass-Through Certificates, Series 2002-RM1 (the "Certificates"); and

         WHEREAS,   pursuant  to  Section  12.01  of  the  Servicing  Agreement,
Residential  Funding  agrees  to make  payments  to the  Holders  of the Class R
Certificates  with respect to certain  losses on the Mortgage Loans as described
in the Servicing Agreement; and

         WHEREAS, GMAC desires to provide certain assurances with respect to the
ability of  Residential  Funding to secure  sufficient  funds and  faithfully to
perform its Subordinate Certificate Loss Obligation;

         NOW THEREFORE,  in  consideration  of the premises herein contained and
certain  other good and valuable  consideration,  the receipt of which is hereby
acknowledged, GMAC agrees as follows:

1.   Provision  of Funds.  (a) GMAC  agrees to  contribute  and  deposit  in the
     Certificate  Account on behalf of Residential Funding (or otherwise provide
     to  Residential  Funding,  or to cause to be made  available to Residential
     Funding), either directly or through a subsidiary, in any

                                                        L-1

<PAGE>



         case prior to the  related  Distribution  Date,  such  moneys as may be
         required by Residential Funding to perform its Subordinate  Certificate
         Loss  Obligation when and as the same arises from time to time upon the
         demand of the Trustee in accordance with Section 11.01 of the Servicing
         Agreement.

         (b) The  agreement  set  forth in the  preceding  clause  (a)  shall be
         absolute,  irrevocable and  unconditional  and shall not be affected by
         the  transfer by GMAC or any other  person of all or any part of its or
         their interest in Residential  Funding, by any insolvency,  bankruptcy,
         dissolution or other proceeding  affecting  Residential  Funding or any
         other  person,  by any  defense  or right of  counterclaim,  set-off or
         recoupment that GMAC may have against  Residential Funding or any other
         person  or by any  other  fact  or  circumstance.  Notwithstanding  the
         foregoing, GMAC's obligations under clause (a) shall terminate upon the
         earlier of (x)  substitution  for this  Limited  Guaranty  pursuant  to
         Section 12.01(f) of the Servicing Agreement,  or (y) the termination of
         the Trust Fund pursuant to the Servicing Agreement.

2.       Waiver.  GMAC  hereby  waives  any  failure  or  delay  on the  part of
         Residential  Funding,  the Trustee or any other  person in asserting or
         enforcing any rights or in making any claims or demands hereunder.  Any
         defective or partial exercise of any such rights shall not preclude any
         other or further exercise of that or any other such right. GMAC further
         waives  demand,  presentment,  notice of  default,  protest,  notice of
         acceptance and any other notices with respect to this Limited Guaranty,
         including, without limitation, those of action or nonaction on the part
         of Residential Funding or the Trustee.

3.       Modification,  Amendment and Termination.  This Limited Guaranty may be
         modified,  amended or terminated only by the written  agreement of GMAC
         and the Trustee and only if such modification, amendment or termination
         is  permitted  under  Section  12.02 of the  Servicing  Agreement.  The
         obligations  of GMAC under this  Limited  Guaranty  shall  continue and
         remain in effect so long as the Servicing  Agreement is not modified or
         amended in any way that might affect the obligations of GMAC under this
         Limited Guaranty without the prior written consent of GMAC.

4.   Successor.  Except as otherwise  expressly  provided herein,  the guarantee
     herein set forth shall be binding upon GMAC and its respective successors.

5.   Governing  Law. This Limited  Guaranty shall be governed by the laws of the
     State of New York.

6.   Authorization  and Reliance.  GMAC  understands that a copy of this Limited
     Guaranty shall be delivered to the Trustee in connection with the execution
     of Amendment  No. 1 to the Servicing  Agreement and GMAC hereby  authorizes
     the Depositor and the Trustee to rely on the covenants and  agreements  set
     forth herein.


                                                        L-2

<PAGE>



7.   Definitions.  Capitalized terms used but not otherwise defined herein shall
     have the meaning given them in the Servicing Agreement.

8.   Counterparts.  This  Limited  Guaranty  may be  executed  in any  number of
     counterparts,  each of which  shall be  deemed to be an  original  and such
     counterparts shall constitute but one and the same instrument.



                                                        L-3

<PAGE>



         IN  WITNESS  WHEREOF,  GMAC has  caused  this  Limited  Guaranty  to be
executed and delivered by its respective  officers  thereunto duly authorized as
of the day and year first above written.

                                                     GENERAL MOTORS ACCEPTANCE
                                                     CORPORATION


                                                     By:_______________________
                                                     Name:_____________________
                                                     Title:____________________

Acknowledged by:

DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee

By:
Name:
Title:


                                           RESIDENTIAL ASSET MORTGAGE PRODUCTS,
                                           INC.


                                           By:_____________________________
                                           Name:___________________________
                                           Title:__________________________


                                              L-4

<PAGE>



                                    EXHIBIT M

          FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN


                             ----------------, ----


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrews Place
Santa Ana, California 92705

Ladies and Gentlemen:

         This letter is delivered to you in  connection  with the  assignment by
__________________  (the  "Trustee") to  ___________________  (the  "Lender") of
__________________  (the  "Mortgage  Loan")  pursuant to Section  3.12(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing  Agreement"),  dated
as of December 1, 2002,  among  Residential  Asset Mortgage  Products,  Inc., as
depositor  (the  "Depositor"),   Residential  Funding  Corporation,   as  master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing  Agreement.  The Lender
hereby  certifies,  represents  and warrants to, and covenants  with, the Master
Servicer and the Trustee that:

(i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an  assignment  in lieu of  satisfaction  is required to preserve  lien
priority,  minimize or avoid mortgage  recording taxes or otherwise comply with,
or facilitate a refinancing under, the laws of such jurisdiction;

(ii) the substance of the assignment is, and is intended to be, a refinancing of
such Mortgage Loan and the form of the  transaction is solely to comply with, or
facilitate the transaction under, such local laws;

(iii) the Mortgage Loan  following the proposed  assignment  will be modified to
have a rate of  interest  at least  0.25  percent  below  or  above  the rate of
interest on such Mortgage Loan prior to such proposed assignment; and

(iv) such  assignment  is at the  request  of the  borrower  under  the  related
Mortgage Loan.



                                                        M-1

<PAGE>



                                                     Very truly yours,


                                                     (Lender)


                                                     By:______________________
                                                     Name:____________________
                                                     Title:___________________


                                                        M-2

<PAGE>



                                    EXHIBIT N

                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]


                              Description  of Rule  144A  Securities,  including
numbers:

                           =========================================
                           =========================================

         The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities  described above to the undersigned buyer (the
"Buyer").

1.   In  connection  with such transfer and in  accordance  with the  agreements
     pursuant to which the Rule 144A Securities  were issued,  the Seller hereby
     certifies the following facts:  Neither the Seller nor anyone acting on its
     behalf has offered, transferred, pledged, sold or otherwise disposed of the
     Rule 144A Securities, any interest in the Rule 144A Securities or any other
     similar  security to, or  solicited  any offer to buy or accept a transfer,
     pledge or other  disposition of the Rule 144A  Securities,  any interest in
     the Rule 144A  Securities or any other similar  security from, or otherwise
     approached  or  negotiated  with respect to the Rule 144A  Securities,  any
     interest in the Rule 144A  Securities or any other similar  security  with,
     any person in any  manner,  or made any  general  solicitation  by means of
     general advertising or in any other manner, or taken any other action, that
     would  constitute  a  distribution  of the Rule 144A  Securities  under the
     Securities  Act of 1933, as amended (the "1933 Act"),  or that would render
     the disposition of the Rule 144A Securities a violation of Section 5 of the
     1933 Act or require registration  pursuant thereto, and that the Seller has
     not offered the Rule 144A  Securities to any person other than the Buyer or
     another "qualified  institutional  buyer" as defined in Rule 144A under the
     1933 Act.

2.   The Buyer  warrants and  represents to and covenants  with the Seller,  the
     Trustee and the Master  Servicer  (as defined in the Pooling and  Servicing
     Agreement (the "Agreement"), dated as of December 1, 2002 among Residential
     Funding  Corporation,  as  Master  Servicer,   Residential  Asset  Mortgage
     Products,  Inc.,  as Depositor  and The Chase  Manhattan  Bank, as trustee,
     pursuant to Section 5.02 of the Agreement, as follows:

         (a) The Buyer  understands  that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.

         (b)  The   Buyer   considers   itself  a   substantial,   sophisticated
institutional  investor  having such  knowledge and  experience in financial and
business  matters  that it is  capable  of  evaluating  the  merits and risks of
investment in the Rule 144A Securities.

     (c) The Buyer has been  furnished with all  information  regarding the Rule
144A

                                                        N-1

<PAGE>



Securities that it has requested from the Seller, the Trustee or the Servicer.

         (d)  Neither  the Buyer nor anyone  acting on its  behalf has  offered,
transferred,  pledged,  sold or otherwise  disposed of the Rule 144A Securities,
any interest in the Rule 144A  Securities or any other  similar  security to, or
solicited any offer to buy or accept a transfer,  pledge or other disposition of
the Rule 144A Securities,  any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with respect to the
Rule 144A  Securities,  any  interest in the Rule 144A  Securities  or any other
similar  security  with,  any  person  in  any  manner,   or  made  any  general
solicitation  by means of general  advertising or in any other manner,  or taken
any  other  action,  that  would  constitute  a  distribution  of the Rule  144A
Securities  under the 1933 Act or that would render the  disposition of the Rule
144A Securities a violation of Section 5 of the 1933 Act or require registration
pursuant  thereto,  nor will it act, nor has it  authorized or will it authorize
any person to act, in such manner with respect to the Rule 144A Securities.

         (e) The  Buyer is a  "qualified  institutional  buyer"  as that term is
defined in Rule 144A under the 1933 Act and has completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance  on Rule 144A.  The Buyer is
acquiring the Rule 144A  Securities for its own account or the accounts of other
qualified  institutional buyers,  understands that such Rule 144A Securities may
be resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified  institutional  buyer that  purchases for its own account or for the
account  of a  qualified  institutional  buyer to whom  notice is given that the
resale,  pledge or  transfer  is being made in  reliance  on Rule 144A,  or (ii)
pursuant to another exemption from registration under the 1933 Act.

3.       [Reserved]

4.       This  document may be executed in one or more  counterparts  and by the
         different parties hereto on separate counterparts,  each of which, when
         so  executed,  shall be deemed to be an  original;  such  counterparts,
         together, shall constitute one and the same document.



                                                        N-2

<PAGE>



         IN WITNESS  WHEREOF,  each of the parties has executed this document as
of the date set forth below.


Print Name of Seller                     Print Name of Buyer

By:                                      By:
Name:                                    Name:
Title:                                   Title:

Taxpayer Identification:                 Taxpayer Identification:

No:                                      No:
Date:                                    Date:



                                                        N-3

<PAGE>



                              ANNEX 1 TO EXHIBIT N

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Buyers Other Than Registered Investment Companies]

         The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

1.   As indicated  below,  the  undersigned  is the President,  Chief  Financial
     Officer, Senior Vice President or other executive officer of the Buyer.

2.   In  connection  with  purchases  by the  Buyer,  the Buyer is a  "qualified
     institutional  buyer"  as that  term is  defined  in Rule  144A  under  the
     Securities  Act of 1933 ("Rule  144A")  because (i) the Buyer owned  and/or
     invested on a discretionary  basis  $____________ in securities (except for
     the  excluded  securities  referred  to below) as of the end of the Buyer's
     most recent fiscal year (such amount being  calculated  in accordance  with
     Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked
     below.

____ Corporation,  etc. The Buyer is a corporation  (other than a bank,  savings
and loan association or similar institution),  Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code.

____ Bank.  The Buyer (a) is a national  bank or banking  institution  organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially  confined to banking and is supervised by the State or
territorial  banking  commission  or similar  official  or is a foreign  bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual  financial  statements,  a copy of which is
attached hereto.

____ Savings and Loan. The Buyer (a) is a savings and loan association, building
and  loan  association,  cooperative  bank,  homestead  association  or  similar
institution,  which is supervised  and examined by a State or Federal  authority
having  supervision over any such  institutions or is a foreign savings and loan
association  or  equivalent  institution  and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial statements.

____  Broker-Dealer.  The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.

____ Insurance  Depositor.  The Buyer is an insurance  company whose primary and
predominant  business  activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by
the  insurance  commissioner  or a  similar  official  or  agency  of a State or
territory or the District of Columbia.


                                                        N-4

<PAGE>



____ State or Local Plan.  The Buyer is a plan  established  and maintained by a
State, its political subdivisions, or any agency or instrumentality of the State
or its political subdivisions, for the benefit of its employees.

____ ERISA  Plan.  The Buyer is an employee  benefit  plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.

____ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.

____ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business  Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.

____ Business Development Depositor. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

____ Trust  Fund.  The Buyer is a trust  fund  whose  trustee is a bank or trust
company  and  whose  participants  are  exclusively  (a) plans  established  and
maintained  by  a  State,   its  political   subdivisions,   or  any  agency  or
instrumentality of the State or its political  subdivisions,  for the benefit of
its  employees,  or (b) employee  benefit plans within the meaning of Title I of
the Employee  Retirement  Income  Security Act of 1974,  but is not a trust fund
that includes as participants individual retirement accounts or H.R. 10 plans.

3.   The term  "securities"  as used herein does not include (i)  securities  of
     issuers that are affiliated  with the Buyer,  (ii) securities that are part
     of an unsold  allotment to or  subscription by the Buyer, if the Buyer is a
     dealer,  (iii) bank deposit notes and  certificates  of deposit,  (iv) loan
     participations,  (v)  repurchase  agreements,  (vi)  securities  owned  but
     subject to a repurchase  agreement  and (vii)  currency,  interest rate and
     commodity swaps.

4.   For purposes of determining the aggregate amount of securities owned and/or
     invested on a discretionary  basis by the Buyer, the Buyer used the cost of
     such  securities  to the Buyer and did not  include  any of the  securities
     referred  to in the  preceding  paragraph.  Further,  in  determining  such
     aggregate  amount,  the  Buyer  may  have  included   securities  owned  by
     subsidiaries of the Buyer,  but only if such  subsidiaries are consolidated
     with the Buyer in its  financial  statements  prepared in  accordance  with
     generally  accepted  accounting  principles and if the  investments of such
     subsidiaries  are  managed  under  the  Buyer's  direction.  However,  such
     securities were not included if the Buyer is a majority-owned, consolidated
     subsidiary  of another  enterprise  and the Buyer is not itself a reporting
     company under the Securities Exchange Act of 1934.

5.   The Buyer  acknowledges  that it is familiar with Rule 144A and understands
     that the seller to it and other  parties  related to the  Certificates  are
     relying and will continue to rely on the statements made herein because one
     or more sales to the Buyer may be in reliance on Rule

                                                        N-5

<PAGE>



         144A.

____ ____ Will the Buyer be purchasing the Rule 144A Yes No Securities  only for
the Buyer's own account?

6.   If the answer to the foregoing  question is "no", the Buyer agrees that, in
     connection  with any  purchase  of  securities  sold to the  Buyer  for the
     account of a third party  (including  any separate  account) in reliance on
     Rule 144A,  the Buyer will only  purchase  for the account of a third party
     that at the time is a "qualified institutional buyer" within the meaning of
     Rule 144A.  In addition,  the Buyer agrees that the Buyer will not purchase
     securities  for a third  party  unless  the  Buyer has  obtained  a current
     representation  letter  from such third  party or taken  other  appropriate
     steps  contemplated  by  Rule  144A  to  conclude  that  such  third  party
     independently meets the definition of "qualified  institutional  buyer" set
     forth in Rule 144A.

7.   The Buyer will notify each of the  parties to which this  certification  is
     made of any changes in the information and conclusions  herein.  Until such
     notice  is  given,  the  Buyer's  purchase  of Rule  144A  Securities  will
     constitute a  reaffirmation  of this  certification  as of the date of such
     purchase.


                                                     Print Name of Buyer

                                                     By:______________________
                                                     Name:
                                                     Title:

Date:  ________________________



                                                        N-6

<PAGE>



                              ANNEX 2 TO EXHIBIT N

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers That Are Registered Investment Companies]

         The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

1.       As indicated below,  the undersigned is the President,  Chief Financial
         Officer  or Senior  Vice  President  of the Buyer or, if the Buyer is a
         "qualified  institutional  buyer" as that term is  defined in Rule 144A
         under the Securities Act of 1933 ("Rule 144A") because Buyer is part of
         a Family of Investment Companies (as defined below), is such an officer
         of the Adviser.

2.       In  connection  with  purchases  by Buyer,  the  Buyer is a  "qualified
         institutional  buyer" as defined in SEC Rule 144A because (i) the Buyer
         is an investment company registered under the Investment Company Act of
         1940, and (ii) as marked below,  the Buyer alone, or the Buyer's Family
         of  Investment  Companies,  owned at least  $100,000,000  in securities
         (other than the excluded securities referred to below) as of the end of
         the Buyer's most recent fiscal year.  For purposes of  determining  the
         amount  of  securities  owned by the  Buyer or the  Buyer's  Family  of
         Investment Companies, the cost of such securities was used.

         The Buyer  owned  $___________________  in  securities  (other than the
excluded  securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).

         The Buyer is part of a Family of  Investment  Companies  which owned in
the  aggregate   $_________________  in  securities  (other  than  the  excluded
securities  referred to below) as of the end of the Buyer's  most recent  fiscal
year (such amount being calculated in accordance with Rule 144A).

3.       The term "Family of  Investment  Companies" as used herein means two or
         more registered  investment companies (or series thereof) that have the
         same investment adviser or investment  advisers that are affiliated (by
         virtue  of being  majority  owned  subsidiaries  of the same  parent or
         because one investment  adviser is a majority  owned  subsidiary of the
         other).

4.       The term "securities" as used herein does not include (i) securities of
         issuers that are  affiliated  with the Buyer or are part of the Buyer's
         Family  of   Investment   Companies,   (ii)  bank  deposit   notes  and
         certificates  of deposit,  (iii) loan  participations,  (iv) repurchase
         agreements,  (v) securities owned but subject to a repurchase agreement
         and (vi) currency, interest rate and commodity swaps.

5.   The  Buyer is  familiar  with Rule  144A and  understands  that each of the
     parties to which this

                                                        N-7

<PAGE>



         certification  is made are  relying  and will  continue  to rely on the
         statements  made herein  because one or more sales to the Buyer will be
         in reliance on Rule 144A. In addition, the Buyer will only purchase for
         the Buyer's own account.

6.       The  undersigned  will  notify  each  of  the  parties  to  which  this
         certification is made of any changes in the information and conclusions
         herein. Until such notice, the Buyer's purchase of Rule 144A Securities
         will  constitute  a  reaffirmation   of  this   certification   by  the
         undersigned as of the date of such purchase.


                                                     Print Name of Buyer

                                                     By:_____________________
                                                     Name:
                                                     Title:


                                                     IF AN ADVISER:


                                                     Print Name of Buyer


Date: __________________



                                                        N-8

<PAGE>



                                    EXHIBIT O

                              FORM OF ERISA LETTER


                              --------------, ----


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrews Place
Santa Ana, California 92705

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

Attention: Residential Funding Corporation Series 2002-RM1

               Re:  Mortgage  Asset-Backed  Pass-Through  Certificates,   Series
                    2002-RM1 Class B-[__-__]

Ladies and Gentlemen:

         ______________________________  (the  "Purchaser")  intends to purchase
from   ___________________________   (the   "Seller")   $_____________   Initial
Certificate  Principal  Balance of Mortgage  Pass-Through  Certificates,  Series
2002-RM1,  Class __ (the  "Certificates"),  issued  pursuant  to the Pooling and
Servicing  Agreement  (the  "Pooling  and  Servicing  Agreement"),  dated  as of
December 1, 2002 among Residential Asset Mortgage Products, Inc., as the company
(the  "Depositor"),  Residential  Funding  Corporation,  as master servicer (the
"Master  Servicer")  and Deutsche Bank Trust Company  Americas,  as trustee (the
"Trustee").  All terms used  herein  and not  otherwise  defined  shall have the
meanings set forth in the Pooling and Servicing Agreement.  The Purchaser hereby
certifies,  represents and warrants to, and covenants  with, the Depositor,  the
Trustee and the Master Servicer that:

         (a) The  Purchaser is not an employee  benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"),  or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code") (a "Plan"),  or any other person  (including an
investment manager, a named fiduciary or a trustee of any

                                                        O-1

<PAGE>



Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate
with "plan  assets" of any Plan  within the meaning of the  Department  of Labor
("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

         (b) The  Purchaser  has  provided the Trustee,  the  Depositor  and the
Master  Servicer  with an  opinion  of  counsel  acceptable  to and in form  and
substance  satisfactory to the Trustee, the Depositor and the Master Servicer to
the effect that the purchase of  Certificates  is permissible  under  applicable
law, will not  constitute  or result in any  non-exempt  prohibited  transaction
under ERISA or Section  4975 of the Code and will not subject the  Trustee,  the
Depositor  or the Master  Servicer to any  obligation  or  liability  (including
obligations or liabilities  under ERISA or Section 4975 of the Code) in addition
to those  undertaken in the Pooling and Servicing  Agreement.  In addition,  the
Purchaser hereby certifies,  represents and warrants to, and covenants with, the
Depositor,  the  Trustee and the Master  Servicer  that the  Purchaser  will not
transfer  such  Certificates  to any Plan or person  unless  such Plan or person
meets the requirements set forth in either (a) or (b) above.

                                                     Very truly yours,



                                                     (Purchaser)

                                                     By:_____________________
                                                     Name:
                                                     Title:


                                                        O-2

<PAGE>



                                    EXHIBIT P

                                 HIGH COST LOANS

                           TO BE PROVIDED UPON REQUEST




                                       P-1

<PAGE>



                                   EXHIBIT Q-1

                           GROUP 1 DISCOUNT FRACTIONS

                           TO BE PROVIDED UPON REQUEST





                                      Q-1-1

<PAGE>


                                   EXHIBIT Q-2

                           GROUP II DISCOUNT FRACTIONS

                           TO BE PROVIDED UPON REQUEST



                                      Q-2-1

<PAGE>