RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                   Depositor,

                        RESIDENTIAL FUNDING CORPORATION,

                                Master Servicer,

                                       and

                               JPMORGAN CHASE BANK

                                     Trustee




                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2002




                 Mortgage Asset-Backed Pass-Through Certificates

                                 Series 2002-RS7




<PAGE>

<TABLE>
<CAPTION>


                                      TABLE OF CONTENTS





                                          ARTICLE I

                                         DEFINITIONS
<S>             <C>                                                                         <C>
        Section 1.01. Definitions............................................................5
               Accrued Certificate Interest..................................................5
               Adjusted Mortgage Rate........................................................5
               Adjusted Net WAC Cap Rate.....................................................6
               Advance.......................................................................6
               Affiliate.....................................................................6
               Agreement.....................................................................6
               Amount Held for Future Distribution...........................................6
               Appraised Value...............................................................6
               Assignment....................................................................7
               Assignment Agreement..........................................................7
               Balloon Loan..................................................................7
               Balloon Payment...............................................................7
               Bankruptcy Code...............................................................8
               Bankruptcy Loss...............................................................8
               Book-Entry Certificate........................................................8
               Business Day..................................................................8
               Calendar Quarter..............................................................8
               Cash Liquidation..............................................................8
               Certificate...................................................................8
               Certificate Account...........................................................8
               Certificate Account Deposit Date..............................................8
               Certificateholder or Holder...................................................9
               Certificate Insurer Premium...................................................9
               Certificate Insurer Premium Modified Rate.....................................9
               Certificate Insurer Premium Rate..............................................9
               Certificate Owner.............................................................9
               Certificate Principal Balance.................................................9
               Certificate Register and Certificate Registrar...............................10
               Class........................................................................10
               Class A Certificates.........................................................10
               Class A-1 Certificate........................................................10
               Class A-IO Certificate.......................................................10
               Class R Certificate..........................................................10
               Class R-I Certificate........................................................10
               Class R-II Certificate.......................................................10
               Class R-III Certificate......................................................10


                                              i

<PAGE>



               Class SB Certificate.........................................................10
               Closing Date.................................................................11
               Code.........................................................................11
               Commission...................................................................11
               Compensating Interest........................................................11
               Corporate Trust Office.......................................................11
               Corresponding Class..........................................................11
               Corresponding Interest.......................................................11
               Curtailment..................................................................12
               Custodial Account............................................................12
               Custodial Agreement..........................................................12
               Custodian....................................................................12
               Cut-off Date.................................................................13
               Cut-off Date Principal Balance...............................................13
               Debt Service Reduction.......................................................13
               Deficiency Amount............................................................13
               Deficient Valuation..........................................................13
               Definitive Certificate.......................................................13
               Deleted Mortgage Loan........................................................13
               Delinquency Ratio............................................................13
               Delinquent...................................................................13
               Depository...................................................................14
               Depository Participant.......................................................14
               Destroyed Mortgage Note......................................................14
               Determination Date...........................................................14
               Disqualified Organization....................................................14
               Distribution Date............................................................15
               Due Date.....................................................................15
               Due Period...................................................................15
               Eligible Account.............................................................15
               ERISA........................................................................15
               Event of Default.............................................................15
               Excess Realized Loss.........................................................16
               Exchange Act.................................................................16
               Extraordinary Events.........................................................16
               Fannie Mae...................................................................17
               FASIT........................................................................17
               FDIC.........................................................................17
               FHA..........................................................................17
               Final Distribution Date......................................................17
               Final Scheduled Distribution Date............................................17
               Fitch........................................................................17
               Foreclosure Profits..........................................................17
               Fraud Losses.................................................................18
               Freddie Mac..................................................................18
               Hazardous Materials..........................................................18


                                              ii

<PAGE>



               Independent..................................................................18
               Initial Certificate Principal Balance........................................19
               Insurance Account............................................................19
               Insurance Agreement..........................................................19
               Insurance Proceeds...........................................................19
               Insured Amount...............................................................19
               Insurer......................................................................19
               Insurer Account..............................................................19
               Insurer Default..............................................................19
               Interest Accrual Period......................................................20
               Interim Certification........................................................20
               Interested Person............................................................20
               Late Collections.............................................................20
               Late Payment Rate............................................................20
               Limited Repurchase Right Holder..............................................20
               Liquidation Proceeds.........................................................20
               Loan-to-Value Ratio..........................................................20
               Maturity Date................................................................20
               MERS.........................................................................21
               MERS(R)System................................................................21
               MIN..........................................................................21
               Modified Mortgage Loan.......................................................21
               Modified Net Mortgage Rate...................................................21
               MOM Loan.....................................................................21
               Monthly Payment..............................................................21
               Moody's......................................................................21
               Mortgage.....................................................................21
               Mortgage File................................................................21
               Mortgage Loan Schedule.......................................................21
               Mortgage Loans...............................................................22
               Mortgage Note................................................................22
               Mortgage Rate................................................................22
               Mortgaged Property...........................................................22
               Mortgagor....................................................................22
               Neg Am Loan..................................................................23
               Net Collections..............................................................23
               Net Mortgage Rate............................................................23
               Non-Primary Residence Loans..................................................23
               Non-United States Person.....................................................23
               Nonrecoverable Advance.......................................................23
               Nonsubserviced Mortgage Loan.................................................23
               Notice.......................................................................24
               Notional Amount..............................................................24
               Officers' Certificate........................................................25
               Opinion of Counsel...........................................................25
               Outstanding Mortgage Loan....................................................25


                                             iii

<PAGE>



               Overcollateralization Floor..................................................25
               Ownership Interest...........................................................26
               Pass-Through Rate............................................................26
               Paying Agent.................................................................26
               Percentage Interest..........................................................26
               Permitted Investments........................................................26
               Permitted Transferee.........................................................27
               Person.......................................................................27
               Policy.......................................................................28
               Prepayment Assumption........................................................28
               Prepayment Interest Shortfall................................................28
               Prepayment Period............................................................28
               Primary Insurance Policy.....................................................28
               Principal Prepayment.........................................................29
               Principal Prepayment in Full.................................................29
               Program Guide................................................................29
               Purchase Price...............................................................29
               Qualified Insurer............................................................30
               Qualified Substitute Mortgage Loan...........................................30
               Rate Change Date.............................................................30
               Rating Agency................................................................30
               Realized Loss................................................................30
               Record Date..................................................................31
               Regular Certificates.........................................................31
               Regular Interest.............................................................31
               Relief Act...................................................................31
               REMIC........................................................................31
               REMIC Administrator..........................................................31
               REMIC I......................................................................32
               REMIC I Regular Interests....................................................32
               REMIC I Regular Interest LT-A-1..............................................32
               REMIC I Regular Interest LT-A-2..............................................32
               REMIC I Regular Interest LT-A-3..............................................32
               REMIC I Regular Interest LT-A-4..............................................32
               REMIC I Regular Interest LT-A-5..............................................33
               REMIC I Regular Interest LT-A-6..............................................33
               REMIC I Regular Interest LT-A-7..............................................33
               REMIC I Regular Interest LT-A-8..............................................33
               REMIC I Regular Interest LT-A-9..............................................33
               REMIC I Regular Interest LT-A-10.............................................33
               REMIC I Regular Interest LT-A-11.............................................33
               REMIC I Regular Interest LT-A-12.............................................33
               REMIC I Regular Interest LT-A-13.............................................33
               REMIC I Regular Interest LT-A-14.............................................34
               REMIC I Regular Interest LT-A-15.............................................34
               REMIC I Regular Interest LT-A-16.............................................34


                                              iv

<PAGE>



               REMIC I Regular Interest LT-A-17.............................................34
               REMIC I Regular Interest LT-A-18.............................................34
               REMIC I Regular Interest LT-A-19.............................................34
               REMIC I Regular Interest LT-A-20.............................................34
               REMIC I Regular Interest LT-A-21.............................................34
               REMIC I Regular Interest LT-A-22.............................................34
               REMIC I Regular Interest LT-A-23.............................................35
               REMIC I Regular Interest LT-A-24.............................................35
               REMIC I Regular Interest LT-A-25.............................................35
               REMIC I Regular Interest LT-A-26.............................................35
               REMIC I Regular Interest LT-A-27.............................................35
               REMIC I Regular Interest LT-A-28.............................................35
               REMIC I Regular Interest LT-A-29.............................................35
               REMIC I Regular Interest LT-A-30.............................................35
               REMIC II.....................................................................35
               REMIC II Diverted Excess Spread..............................................35
               REMIC II Interest Loss Allocation Amount.....................................36
               REMIC II Overcollateralized Amount...........................................36
               REMIC II Principal Loss Allocation Amount....................................36
               REMIC II Regular Interests...................................................36
               REMIC II Regular Interest MT-AA..............................................36
               REMIC II Regular Interest MT-A-1.............................................36
               REMIC II Regular Interest MT-ZZ..............................................36
               REMIC II Regular Interest MT-ZZ Maximum Interest Deferral Amount.............36
               REMIC II Regular Interest MT-AIO.............................................37
               REMIC II Required Overcollateralization Amount...............................37
               REMIC II Regular Interest LT3-A-AA...........................................37
               REMIC II Regular Interest LT3-A-1............................................37
               REMIC II Regular Interest LT3-A-ZZ Maximum Interest Deferral Amount..........37
               REMIC II Regular Interest LT3-AIO............................................37
               REMIC III....................................................................37
               REMIC Provisions.............................................................38
               REO Acquisition..............................................................38
               REO Disposition..............................................................38
               REO Imputed Interest.........................................................38
               REO Proceeds.................................................................38
               REO Property.................................................................38
               Repurchase Event.............................................................38
               Repurchase Price.............................................................38
               Request for Release..........................................................39
               Required Insurance Policy....................................................39
               Residential Funding..........................................................39
               Responsible Officer..........................................................39
               Rolling Six-Month Delinquency Ratio..........................................39
               Servicing Accounts...........................................................39
               Servicing Advances...........................................................40


                                              v

<PAGE>



               Servicing Fee................................................................40
               Servicing Fee Rate...........................................................40
               Servicing Modification.......................................................40
               Servicing Officer............................................................40
               Servicing Trigger............................................................40
               Special Hazard Loss..........................................................41
               Standard & Poor's............................................................41
               Startup Date.................................................................42
               Stated Principal Balance.....................................................42
               Subordination................................................................42
               Subserviced Mortgage Loan....................................................42
               Subservicer..................................................................42
               Subservicer Advance..........................................................42
               Subservicing Account.........................................................42
               Subservicing Agreement.......................................................42
               Subservicing Fee.............................................................42
               Subservicing Fee Rate........................................................43
               Tax Returns..................................................................43
               Transfer.....................................................................43
               Transferee...................................................................43
               Transferor...................................................................43
               Trust Fund...................................................................43
               Twelve-Month Loss Amount.....................................................43
               Uniform Single Attestation Program for Mortgage Bankers......................43
               Uncertificated Accrued Interest..............................................43
               Uncertificated Notional Amount...............................................44
               Uncertificated Pass-Through Rate.............................................45
               Uncertificated Principal Balance.............................................45
               Uncertificated Regular Interests.............................................45
               Uninsured Cause..............................................................45
               United States Person.........................................................45
               VA...........................................................................46
               Voting Rights................................................................46



                                          ARTICLE II

                                CONVEYANCE OF MORTGAGE LOANS;
                              ORIGINAL ISSUANCE OF CERTIFICATES

        Section 2.01. Conveyance of Mortgage Loans..........................................47
        Section 2.02. Acceptance by Trustee.................................................50
        Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
                       Depositor.............................................................51
        Section 2.04. Representations and Warranties of Residential Funding.................54


                                              vi

<PAGE>



        Section 2.05. Execution and Authentication of Certificates; Conveyance of Uncertificated
                      REMIC Regular Interests...............................................56



                                         ARTICLE III

                        ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
        Section 3.01. Master Servicer to Act as Servicer....................................57
        Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
                      Enforcement of Subservicers' Obligations..............................58
        Section 3.03. Successor Subservicers................................................59
        Section 3.04. Liability of the Master Servicer......................................60
        Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
                      Certificateholders....................................................60
        Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.......60
        Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
                      Account...............................................................61
        Section 3.08. Subservicing Accounts; Servicing Accounts.............................63
        Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage
                      Loans.................................................................64
        Section 3.10. Permitted Withdrawals from the Custodial Account......................64
        Section 3.11. Maintenance of Primary Insurance Coverage.............................66
        Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage
                       .....................................................................67
        Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
                      Agreements; Certain Assignments.......................................68
        Section 3.14. Realization Upon Defaulted Mortgage Loans.............................70
        Section 3.15. Trustee to Cooperate; Release of Mortgage Files.......................72
        Section 3.16. Servicing and Other Compensation; Compensating Interest...............74
        Section 3.17. Reports to the Trustee and the Depositor..............................75
        Section 3.18. Annual Statement as to Compliance.....................................75
        Section 3.19. Annual Independent Public Accountants' Servicing Report...............75
        Section 3.20. Right of the Depositor in Respect of the Master Servicer..............76



                                          ARTICLE IV

                                PAYMENTS TO CERTIFICATEHOLDERS
        Section 4.01. Certificate Account...................................................77
        Section 4.02. Distributions.........................................................77
        Section 4.03. Statements to Certificateholders; Exchange Act Reporting..............82
        Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
                      Master Servicer.......................................................85
        Section 4.05. Allocation of Realized Losses.........................................86


                                             vii

<PAGE>



        Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.........88
        Section 4.07. Optional Purchase of Defaulted Mortgage Loans.........................88
        Section 4.08. Limited Mortgage Loan Repurchase Right................................89
        Section 4.09. [Reserved]............................................................89
        Section 4.10. The Policy............................................................89



                                          ARTICLE V

                                       THE CERTIFICATES
        Section 5.01. The Certificates......................................................91
        Section 5.02. Registration of Transfer and Exchange of Certificates.................92
        Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.....................97
        Section 5.04. Persons Deemed Owners.................................................97
       Section 5.05. Appointment of Paying Agent...........................................97



                                          ARTICLE VI

                            THE DEPOSITOR AND THE MASTER SERVICER

        Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.......99
        Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment
                      of Rights and Delegation of Duties by Master Servicer.................99
        Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others
                       ....................................................................100
        Section 6.04. Depositor and Master Servicer Not to Resign..........................100



                                         ARTICLE VII

                                           DEFAULT
        Section 7.01. Events of Default....................................................102
        Section 7.02. Trustee or Depositor to Act; Appointment of Successor................104
        Section 7.03. Notification to Certificateholders...................................105
        Section 7.04. Waiver of Events of Default..........................................105
       Section 7.05. Servicing Trigger; Removal of Master Servicer........................106



                                         ARTICLE VIII

                                    CONCERNING THE TRUSTEE
        Section 8.01. Duties of Trustee....................................................107

                                             viii

<PAGE>



        Section 8.02. Certain Matters Affecting the Trustee................................108
        Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans................110
        Section 8.04. Trustee May Own Certificates.........................................110
        Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification
                       ....................................................................110
        Section 8.06. Eligibility Requirements for Trustee.................................111
        Section 8.08. Successor Trustee....................................................112
        Section 8.09. Merger or Consolidation of Trustee...................................113
        Section 8.10. Appointment of Co-Trustee or Separate Trustee........................113
        Section 8.11. Appointment of Custodians............................................114



                                          ARTICLE IX

                                         TERMINATION
        Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All
                      Mortgage Loans.......................................................116
        Section 9.02. Additional Termination Requirements..................................118


                                          ARTICLE X

                                       REMIC PROVISIONS
        Section 10.01.REMIC Administration.................................................120
        Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification
                       ....................................................................123



                                          ARTICLE XI

                                   MISCELLANEOUS PROVISIONS
        Section 11.01.Amendment............................................................125
        Section 11.02.Recordation of Agreement; Counterparts...............................127
        Section 11.03.Limitation on Rights of Certificateholders...........................128
        Section 11.04.Governing Law........................................................128
        Section 11.05. Notices.............................................................129
        Section 11.06.Notices to Rating Agencies and the Insurer...........................129
        Section 11.07.Severability of Provisions...........................................130
        Section 11.08.Supplemental Provisions for Resecuritization.........................130
        Section 11.09.Rights of the Insurer................................................131
        Section 11.10.Third Party Beneficiary..............................................131



                                              ix

<PAGE>




Exhibit A      Form of Class A Certificate
Exhibit B      [Reserved]
Exhibit C      Form of Class SB Certificate
Exhibit D      Form of Class R Certificate
Exhibit E      Form of Custodial Agreement
Exhibit F      Mortgage 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      [Reserved]
Exhibit M      Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N      Form of Rule 144A Investment Representation
Exhibit O      [Reserved]
Exhibit P      [Reserved]
Exhibit Q      Certificate Guaranty Insurance Policy
Exhibit R-1    Form 10-K Certification
Exhibit R-2    Form 10-K Back-up Certification



</TABLE>
                                       x

<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 JPMORGAN  CHASE BANK, 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 six
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 Mortgage 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 360th Distribution Date. None of the REMIC
I Regular Interests will be certificated.

<TABLE>
<CAPTION>

    DESIGNATION        Pass-Through Rate      Uncertificated REMIC I       Latest Possible
    -----------
                                                 Principal Balance          Maturity Date
<S>         <C>                   <C>             <C>                              <C> <C>
       LT-A-1             Variable(1)             $22,500,710.32          December 25, 2032
       LT-A-2             Variable(1)             $20,700,000.00          December 25, 2032
       LT-A-3             Variable(1)             $19,000,000.00          December 25, 2032
       LT-A-4             Variable(1)             $17,700,000.00          December 25, 2032
       LT-A-5             Variable(1)             $16,300,000.00          December 25, 2032
       LT-A-6             Variable(1)             $15,200,000.00          December 25, 2032
       LT-A-7             Variable(1)             $14,100,000.00          December 25, 2032
       LT-A-8             Variable(1)             $12,900,000.00          December 25, 2032
       LT-A-9             Variable (1)            $12,000,000.00          December 25, 2032
      LT-A-10             Variable(1)             $11,100,000.00          December 25, 2032
      LT-A-11             Variable(1)             $10,400,000.00          December 25, 2032
      LT-A-12             Variable(1)              $9,400,000.00          December 25, 2032
      LT-A-13             Variable(1)              $8,900,000.00          December 25, 2032
      LT-A-14             Variable(1)              $8,200,000.00          December 25, 2032



                                              1

<PAGE>




      LT-A-15             Variable(1)              $7,500,000.00          December 25, 2032
      LT-A-16             Variable(1)              $7,000,000.00          December 25, 2032
      LT-A-17             Variable(1)              $6,500,000.00          December 25, 2032
      LT-A-18             Variable(1)              $6,000,000.00          December 25, 2032
      LT-A-19             Variable(1)              $5,600,000.00          December 25, 2032
      LT-A-20             Variable(1)              $5,100,000.00          December 25, 2032
      LT-A-21             Variable(1)              $4,800,000.00          December 25, 2032
      LT-A-22             Variable(1)              $4,300,000.00          December 25, 2032
      LT-A-23             Variable(1)              $4,200,000.00          December 25, 2032
      LT-A-24             Variable(1)              $3,700,000.00          December 25, 2032
      LT-A-25             Variable(1)              $3,500,000.00          December 25, 2032
      LT-A-26             Variable(1)              $3,200,000.00          December 25, 2032
      LT-A-27             Variable(1)              $3,000,000.00          December 25, 2032
      LT-A-28             Variable(1)              $2,800,000.00          December 25, 2032
      LT-A-29             Variable(1)              $2,500,000.00          December 25, 2032
      LT-A-30             Variable(1)             $31,900,000.00          December 25, 2032
</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 REMIC I Regular Interests
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 II." The Class R-II  Certificates  will  represent the sole
class of "residual  interests" in REMIC II for purposes of the REMIC  Provisions
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 the "regular interest" in REMIC
II (the  "REMIC II 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 II  Regular  Interest  shall  be the  360th
Distribution Date. The REMIC II Regular Interest will not be certificated.

<TABLE>
<CAPTION>


    Designation        Pass-Through Rate      Uncertificated REMIC II      Latest Possible
    -----------                                                    --
                                                 Principal Balance          Maturity Date
<S>                               <C>             <C>                              <C> <C>
       MT-AA              Variable(1)             $294,000,696.11         December 25, 2032
       MT-A-1             Variable(1)              $3,000,000.00          December 25, 2032
       MT-ZZ              Variable(1)              $3,000,014.21          December 25, 2032
       MT-AIO             Variable(2)                   (3)               December 25, 2032

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


</TABLE>
                                              2

<PAGE>



(2) REMIC II Regular  Interest  MT-AIO will represent 29 REMIC regular  interest
components, REMIC II Regular Interest Component MT-AIO-1 through MT-AIO-29. Each
component  will have (a) a rate of 2.00% per annum from the Closing  Date to but
not including the Rate Change Date for such  component and  thereafter a rate of
0.00% and (b) an  uncertificated  notional  amount  equal to the  Uncertificated
Principal  Balance of the REMIC I Regular  Interest for which such  component is
the Corresponding Interest.
(3) REMIC II Regular Interest MT-AIO does not have an  Uncertificated  Principal
Balance. For the purpose of calculating interest payments,  interest will accrue
on a uncertificated notional amount as defined herein.

                                          REMIC III

        As  provided  herein,  the REMIC  Administrator  will elect to treat the
segregated  pool of assets  consisting  of the REMIC II Regular  Interests  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, Pass-Through Rate, aggregate Initial Certificate Principal Balance,
certain features, Final Scheduled Distribution Date and initial ratings for each
Class of Certificates  comprising the interests representing "regular interests"
in REMIC  III.  The  "latest  possible  maturity  date"  (determined  solely for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each
Class of REMIC III Regular  Certificates  shall be the 360th  Distribution Date,
except  for  the  Class  A-IO  Certificates  for  which  it  shall  be the  29th
Distribution Date.


                                              3

<PAGE>




<TABLE>
<CAPTION>


                                      AGGREGATE INITIAL
                                        CERTIFICATE                                     FINAL SCHEDULED
                        PASS-THROUGH    PRINCIPAL                FEATURES               DISTRIBUTION DATE
DESIGNATION     TYPE        RATE          BALANCE                                                                INITIAL RATINGS
                                                                                                                S&P   MOODY'S
<S>      <C>            <C>   <C>       <C>                                                      <C> <C>
 Class A-1     Senior   4.407%(1)(2)    $ 300,000,000.00        Senior                  December 25, 2032       AAA     Aaa
                                                                Senior/Interest
 Class A-IO    Senior     2.000%(3)     $          0 (4)           Only                 May 25, 2005            AAA     Aaa

  Class SB    Subordinate Variable(5)    $        710.32        Subordinate             December 25, 2032       N/R     N/R
 Class R-I    Residual       N/A                  N/A           Residual                N/A                     N/R     N/R
 Class R-II   Residual       N/A                  N/A           Residual                N/A                     N/R     N/R
Class R-III   Residual       N/A                  N/A           Residual                N/A                     N/R     N/R
</TABLE>

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

(1)  Subject to a cap as  described in the  definition  of  "Pass-Through  Rate"
     herein. Calculated in accordance with the definition of "Pass-Through Rate"
     herein.
(2)     On and after  the  second  Distribution  Date  after the first  possible
        Optional  Termination  Date,  the  Pass-Through  Rate on the  Class  A-1
        Certificates will increase by a per annum rate equal to 0.50%.
(3)     The Pass-Through Rate for the Class A-IO Certificates will be 2.000% per
        annum for the January 2003 through May 2005 Distribution Date, and 0.00%
        per annum thereafter.  The Class A-IO Certificates will only be entitled
        to interest for the first 29 Distribution Dates.
(4)     The Class A-IO  Certificates  do not have a principal  balance.  For the
        purpose of calculating  interest  payments,  interest will accrue on the
        Class A-IO  Certificates on a notional  amount.  Such notional amount is
        equal to the lesser of (a) the amount indicated in the table included in
        the  definition  of  "Notional  Amount"  herein  and (b)  the  aggregate
        principal balance of the Mortgage Loans.
(5)     The Class SB  Certificates  will  accrue  interest as  described  in the
        definition of Accrued  Certificate  Interest.  The Class SB Certificates
        will not accrue interest on their Certificate Principal Balance.


        The Mortgage  Loans have an aggregate  Cut-off  Date  Principal  Balance
equal to approximately $300,000,710.32. The Mortgage Loans are fixed-rate, fully
amortizing  and balloon  payment,  first lien  mortgage  loans  having  terms to
maturity at origination or modification 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:


                                              4

<PAGE>



                                          ARTICLE I

                                         DEFINITIONS

        Section 1.01. Definitions.
                      -----------

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

        Accrued Certificate Interest: With respect to each Distribution Date and
the Class A Certificates, interest accrued during the preceding Interest Accrual
Period on its Certificate  Principal  Balance or Notional Amount, as applicable,
immediately  prior to such  Distribution  Date at the related  Pass-Through Rate
less any of the following  interest  shortfalls from the Mortgage Loans, if any,
allocated thereto for such Distribution Date, which include:

        (i) the interest  portion  (adjusted  to the Net  Mortgage  Rate (or the
        Modified Net Mortgage Rate in the case of a Modified  Mortgage Loan)) of
        Excess  Losses on the  Mortgage  Loans,  to the extent  allocated to the
        Class A Certificates,

        (ii) the interest portion of Advances  previously made with respect to a
        Mortgage Loan or REO Property which remained unreimbursed  following the
        Cash  Liquidation  or REO  Disposition  of  such  Mortgage  Loan  or REO
        Property  that  were  made  with  respect  to  delinquencies  that  were
        ultimately determined to be Excess Losses, and

        (iii) any other  interest  shortfalls on the Mortgage  Loans,  including
        interest that is not collectible  from the Mortgagor for the related Due
        Period pursuant to the Relief Act or similar  legislation or regulations
        as  in  effect  from  time  to  time,  other  than  Prepayment  Interest
        Shortfalls  and the  interest  portion of  Realized  Losses,  other than
        Excess Losses,

with  all  such  reductions  allocated  on the  Mortgage  Loans  to the  Class A
Certificates  on a pro  rata  basis  in  reduction  of the  Accrued  Certificate
Interest which would have resulted absent such reductions.

        With respect to each  Distribution  Date and the Class SB  Certificates,
interest  accrued  during the preceding  Interest  Accrual Period at the related
Pass-Through  Rate on the  Notional  Amount as specified  in the  definition  of
Pass-Through  Rate,  immediately prior to such Distribution Date, reduced by any
interest  shortfalls  with respect to the Mortgage  Loans  including  Prepayment
Interest Shortfalls to the extent not covered by Compensating  Interest pursuant
to Section  3.16 or by Excess Cash Flow  pursuant to clause  (vii) and (viii) of
Section 4.02(c). In addition,  Accrued Certificate Interest with respect to each
Distribution  Date,  as to the Class SB  Certificates,  shall be  reduced  by an
amount  equal to the  interest  portion  of  Realized  Losses  allocated  to the
Overcollateralization   Amount   pursuant  to  Section  4.05   hereof.   Accrued
Certificate Interest on the Class A Certificates and Class SB Certificates shall
accrue on the basis of a 360-day year consisting of twelve 30-day months.

        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
related Subservicing Fee Rate.


                                              5

<PAGE>



        Adjusted  Net WAC Cap  Rate:  For the  January  2003  Distribution  Date
through the May 2005  Distribution  Date,  a per annum rate equal to (1) the Net
WAC Cap Rate minus (2) the Pass-Through Rate for the Class A-IO Certificates for
such Distribution  Date multiplied by a fraction,  the numerator of which is (x)
the Notional  Amount of the Class A-IO  Certificates  immediately  prior to such
Distribution  Date,  and the  denominator  of which is (y) the aggregate  Stated
Principal Balance of the Mortgage Loans as determined  immediately prior to such
Distribution Date. For federal income tax purposes,  however,  the equivalent of
the  foregoing,  expressed as a per annum rate (but not less than zero) equal to
the weighted  average of (x) with  respect to REMIC I Regular  Interest LT- A-1,
the  Uncertificated  REMIC I Pass-Through Rate for such REMIC I Regular Interest
for such  Distribution  Date and, (y) with  respect to REMIC I Regular  Interest
LT-A-2 through REMIC I Regular Interest  LT-A-30 the excess,  if any, of (1) the
Uncertificated  REMIC I  Pass-Through  Rate with respect to such REMIC I Regular
Interest  for such  Distribution  Date over (2) in the case of each such REMIC I
Regular Interest, (A) from the Closing Date to but not including the Rate Change
Date for the  Corresponding  Interest relating to such REMIC I Regular Interest,
2.000% per annum and (B) thereafter,  0.00% per annum;  weighted on the basis of
the Uncertificated Principal Balance of each REMIC I Regular Interest.

     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, 4.07 or 4.08 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  and  purchases  of
Mortgage Loans that the Master  Servicer has deemed to have been received in the
preceding  month in accordance  with Section  3.07(b)) and (ii)  payments  which
represent early receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the Due Date in the related Due Period.

        Appraised Value: As to any Mortgaged Property, one of the following: (i)
the lesser of (a) the appraised value of such Mortgaged  Property based upon the
appraisal made at the time of the origination of the related  Mortgage Loan, and
(b) the sales price of the Mortgaged Property at such time of origination,  (ii)
in the case of a Mortgaged  Property  securing a refinanced or modified Mortgage
Loan,  one of (1) the appraised  value based upon the appraisal made at the time
of origination  of the loan which was refinanced or modified,  (2) the appraised
value determined in an appraisal made at the time of refinancing or modification
or (3) the sales price of the Mortgaged


                                              6

<PAGE>



Property, or (iii) with respect to the Mortgage Loans for which a broker's price
opinion was obtained, the value contained in such opinion.

        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.

        Available  Distribution  Amount: As to any Distribution  Date, an amount
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the  Custodial  Account  as of  the  close  of  business  on the  immediately
preceding  Determination  Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified  Substitute  Mortgage Loans,  (ii)
the amount of any Advance made on the immediately  preceding Certificate Account
Deposit Date with respect to the Mortgage Loans,  (iii) any amount  deposited in
the Certificate Account on the related Certificate Account Deposit Date pursuant
to Section  3.12(a) in respect of the Mortgage  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 Mortgage Loans and (v) any amount deposited
in the Certificate  Account pursuant to Section 4.07, 4.08 or 9.01 in respect of
the  Mortgage  Loans,  reduced by (b) the sum as of the close of business on the
immediately  preceding  Determination  Date of (w) any  payments or  collections
consisting of prepayment charges on the Mortgage Loans that were received during
the related Prepayment Period, (x) the Amount Held for Future  Distribution with
respect to the  Mortgage  Loans,  (y) amounts  permitted  to be withdrawn by the
Master  Servicer  from the  Custodial  Account in respect of the Mortgage  Loans
pursuant  to  clauses  (ii)-(x),  inclusive,  of  Section  3.10(a)  and  (z) the
Certificate  Insurer Premium payable with respect to the Class A Certificates on
such Distribution Date.

     Balloon  Loan:  Each of the  Mortgage  Loans  having  an  original  term to
maturity that is shorter than the related amortization term.

     Balloon  Payment:  With respect to any Balloon  Loan,  the related  Monthly
Payment payable on the stated maturity date of such Balloon Loan.

        Bankruptcy  Amount: As of any date of determination,  an amount equal to
$150,456,  less  the sum of any  amounts  allocated  through  Section  4.05  for
Bankruptcy  Losses on the Mortgage Loans up to such date of  determination.  The
Bankruptcy  Amount may be further  reduced  by the  Master  Servicer  (including
accelerating  the manner in which such coverage is reduced)  provided that prior
to any such  reduction,  the Master  Servicer shall (i) obtain written  approval
from the  Insurer  and written  confirmation  from each Rating  Agency that such
reduction  shall not reduce the rating  assigned to the Class A 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


                                              7

<PAGE>



without taking into account the Policy,  and (ii) provide a copy of such written
confirmation to the Trustee and the Insurer.

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

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

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

        Business  Day:  Any day other than (i) a Saturday  or a Sunday or (ii) a
day on  which  banking  institutions  in the  States  of  New  York,  Minnesota,
Illinois,  Texas or  Michigan  (and  such  other  state or  states  in which the
Custodial  Account  or the  Certificate  Account  are at the time  located)  are
required or authorized by law or executive order to be closed.

        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 SB  Certificate  or Class R
Certificate.

        Certificate  Account:  The  account or accounts  created and  maintained
pursuant  to Section  4.01,  which shall be entitled  "JPMorgan  Chase Bank,  as
trustee,  in trust for the  registered  holders of  Residential  Asset  Mortgage
Products,  Inc.,  Mortgage  Asset-Backed   Pass-Through   Certificates,   Series
2002-RS7"  and which must be an Eligible  Account.  Any such account or accounts
created and  maintained  subsequent  to the Closing Date shall be subject to the
approval of the Insurer, which approval shall not be unreasonably withheld.

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



                                              8

<PAGE>



        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.  Unless
otherwise indicated in this Agreement, the Custodial Agreement or the Assignment
Agreement,  whenever  reference  is made to the actions  taken by the Trustee on
behalf of the  Certificateholders,  such reference  shall include the Insurer as
long as there is no Insurer Default continuing.

        Certificate  Insurer Premium:  With respect to the Class A Certificates,
the premium payable to the Insurer on each  Distribution Date in an amount equal
to one-twelfth of the product of the related  Certificate  Insurer  Premium Rate
and the  aggregate  Certificate  Principal  Balance of the Class A  Certificates
immediately prior to such Distribution Date.

        Certificate  Insurer Premium Modified Rate: With respect to any Mortgage
Loan and any date of determination, the Certificate Insurer Premium Rate for the
Class A  Certificates  times a fraction  equal to (x) the aggregate  Certificate
Principal  Balance  of the  Class A  Certificates  as of such  date over (y) the
aggregate Stated Principal Balance of the Mortgage Loans as of such date.

        Certificate  Insurer Premium Rate: With respect to each Class of Class A
Certificates and any date of determination,  the per annum rate specified in the
Insurance  Agreement with respect to the Class A Certificates for the purpose of
calculating the related Certificate Insurer Premium.

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

        Certificate  Principal Balance:  With respect to any Class A Certificate
(other than a Class A- IO 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)  (including  such amounts paid pursuant to the Policy)
and  applied  to reduce the  Certificate  Principal  Balance  or amount  thereof
pursuant  to  Section  4.02(c)  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 (other than any such amounts
included in an Insured Amount and paid pursuant to the Policy).  With respect to
each Class SB Certificate, on any date of determination, an amount equal to the


                                              9

<PAGE>



Percentage  Interest  evidenced by such Certificate times an amount equal to (i)
the excess,  if any, of (A) the then aggregate Stated  Principal  Balance of the
Mortgage Loans over (B) the then aggregate  Certificate Principal Balance of the
Class A-1 Certificates then  outstanding,  plus (ii) any Diverted Excess Spread.
The Class A-IO Certificates and Class R 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-1  Certificates or Class A-IO
Certificates.

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

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

     Class R  Certificate:  Any one of the Class R-I,  Class R-II or Class R-III
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 SB Certificate:  Any one of the Class SB Certificates  executed by
the Trustee and authenticated by the Certificate Registrar  substantially in the
form annexed hereto as Exhibit C,  subordinate to the Class A Certificates  with
respect to distributions and the allocation of Realized


                                              10

<PAGE>



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

        Closing Date: January 3, 2003.

        Code: The Internal Revenue Code of 1986.

        Commission: The Securities and Exchange Commission.

        Compensating Interest:  With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal  Prepayments in
Full or Curtailments during the related Prepayment Period, but not more than the
lesser of (a)  one-twelfth  of 0.125% of the  Stated  Principal  Balance  of the
Mortgage Loans  immediately  preceding such Distribution Date and (b) the sum of
the Servicing Fee, all income and gain on amounts held in the Custodial  Account
and the Certificate Account and payable to the  Certificateholders  with respect
to such  Distribution  Date  and  servicing  compensation  to which  the  Master
Servicer may be entitled pursuant to Section 3.10(a)(v) and (vi);  provided that
for  purposes of this  definition  the amount of the  Servicing  Fee will not be
reduced pursuant to Section 7.02 except as may be required  pursuant to the last
sentence of Section 7.02(a).

        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 4 New York Plaza,  6th Floor, New York, New York 10004,
Attention:  Institutional  Trust  Services/Structured  Finance  Services,  RAMP,
Series 2002-RS7.

     Corresponding  Class:  With respect to each REMIC III Regular  Interest set
forth below, the Regular Certificate set forth in the table below:


           REMIC II REGULAR INTEREST        REMIC III CERTIFICATE
                    MT-A-1                        Class A-1
                    MT-AIO                       Class A-IO

        Corresponding  Interest:  With respect to each REMIC I Regular  Interest
set forth below, the corresponding REMIC II Regular Interest Component set forth
below:


           REMIC I REGULAR INTEREST     REMIC II Regular       Rate Change Date
                                       Interest Component
                    LT-A-2                  MT-AIO-1             February 2003
                    LT-A-3                  MT-AIO-2              March 2003
                    LT-A-4                  MT-AIO-3              April 2003
                    LT-A-5                  MT-AIO-4               May 2003
                    LT-A-6                  MT-AIO-5               June 2003
                    LT-A-7                  MT-AIO-6               July 2003



                                              11

<PAGE>




                    LT-A-8                  MT-AIO-7              August 2003
                    LT-A-9                  MT-AIO-8            September 2003
                    LT-A-10                 MT-AIO-9             October 2003
                    LT-A-11                MT-AIO-10             November 2003
                    LT-A-12                MT-AIO-11             December 2003
                    LT-A-13                MT-AIO-12             January 2004
                    LT-A-14                MT-AIO-13             February 2004
                    LT-A-15                MT-AIO-14              March 2004
                    LT-A-16                MT-AIO-15              April 2004
                    LT-A-17                MT-AIO-16               May 2004
                    LT-A-18                MT-AIO-17               June 2004
                    LT-A-19                MT-AIO-18               July 2004
                    LT-A-20                MT-AIO-19              August 2004
                    LT-A-21                MT-AIO-20            September 2004
                    LT-A-22                MT-AIO-21             October 2004
                    LT-A-23                MT-AIO-22             November 2004
                    LT-A-24                MT-AIO-23             December 2004
                    LT-A-25                MT-AIO-24             January 2005
                    LT-A-26                MT-AIO-25             February 2005
                    LT-A-27                MT-AIO-26              March 2005
                    LT-A-28                MT-AIO-27              April 2005
                    LT-A-29                MT-AIO-28               May 2005
                    LT-A-30                MT-AIO-29               June 2005

        Cumulative  Insurance  Payments:  As of any time of  determination,  the
aggregate amount of all Insured Amounts previously paid by the Insurer under the
Policy in respect of the Class A Certificates  (other than those attributable to
Excess  Losses) minus (a) the aggregate of all payments  previously  made to the
Insurer pursuant to Section 4.02(c)(iv) hereof as reimbursement for such Insured
Amounts,  plus (b) interest  thereon from the date such amounts became due until
paid in full, at a rate of interest equal to the Late Payment Rate.

     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  and for the  Insurer,  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  and
reasonably acceptable to the Insurer.



                                              12

<PAGE>



        Cut-off Date: December 1, 2002.

        Cut-off Date Balance: $300,000,710.32.

        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.

        Deficiency  Amount:  With respect to the Class A Certificates  as of any
Distribution  Date,  (i) any shortfall in amounts  available in the  Certificate
Account to pay Accrued  Certificate  Interest for the related  Interest  Accrual
Period on the Certificate  Principal Balance of the Class A-1  Certificates,  or
the  Notional  Amount  in  the  case  of the  Class  A-IO  Certificates,  at the
then-applicable  Pass- Through Rate, net of any interest  shortfalls relating to
the  Relief  Act or  Prepayment  Interest  Shortfalls  allocated  to the Class A
Certificates, (ii) the principal portion of any Realized Losses allocated to the
Class A-1  Certificates  with  respect to such  Distribution  Date and (iii) the
Certificate Principal Balance of the Class A-1 Certificates to the extent unpaid
on the earlier of the Distribution Date occurring in December 2032 and the Final
Distribution  Date or earlier  termination of the Trust Fund pursuant to Section
9.01(a) hereof.

        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.

        Delinquency   Ratio:   With  respect  to  the  Mortgage  Loans  and  any
Distribution Date, the percentage  equivalent of a fraction (a) the numerator of
which equals the sum of (i) 100% of the aggregate  Stated  Principal  Balance of
all  Mortgage  Loans  that  are 90 or  more  days  Delinquent,  (ii)  75% of the
aggregate Stated Principal Balance of all Mortgage Loans that are in foreclosure
and (iii) 100% of the aggregate Stated  Principal  Balance of all Mortgage Loans
that are  converted  to REO  Properties,  in each case as of the last day of the
related  Due Period and (b) the  denominator  of which is the  aggregate  Stated
Principal Balance of the Mortgage Loans as of the last day of such Due Period.

     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


                                              13

<PAGE>



of business on the next following monthly scheduled due date; "60 to 89 days" or
"60 or more  days"  delinquent  when a  payment  due on any  scheduled  due date
remains  unpaid as of the close of  business  on 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 August 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(5) 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
Exchange Act.

        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.

        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 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.



                                              14

<PAGE>



        Distribution  Date: The 25th day of any month  beginning in 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.

        Diverted  Excess  Spread:   Any  amount  otherwise  payable  as  Accrued
Certificate  Interest  on the Class SB  Certificate  that,  pursuant  to Section
4.02(c),  is used to  increase  the  Overcollateralization  Amount or is used to
offset Realized Losses. Any reduction in the Overcollateralization  Amount shall
first reduce the  Diverted  Excess  Spread  until it is reduced to zero.  In the
event of a distribution in respect of a  Overcollateralization  Reduction Amount
to the Class SB  Certificates,  such reduction  shall be deemed to be applied to
reduce any  Diverted  Excess  Spread.  No interest  will accrue on the  Diverted
Excess Spread.

     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
and the  Insurance  Account,  a trust  account  or  accounts  maintained  in the
corporate  trust  division of JPMorgan Chase Bank, 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).

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

        Event of Default: As defined in Section 7.01.

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


                                              15

<PAGE>



        Excess  Cash  Flow:   With  respect  to  the  Mortgage   Loans  and  any
Distribution  Date,  an  amount  equal to the sum of (A) the  excess  of (i) the
Available  Distribution  Amount for that  Distribution Date over (ii) the sum of
(a) the  Interest  Distribution  Amount for that  Distribution  Date and (b) the
Principal   Remittance   Amount   for  that   Distribution   Date  and  (B)  the
Overcollateralization Reduction Amount, if any, for that Distribution Date.

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

     Excess Loss: Any (i) Excess Fraud Loss,  Excess Special Hazard Loss, Excess
Bankruptcy Loss or Extraordinary Loss or (ii) any Excess Realized Loss.

        Excess  Overcollateralization  Amount:  With respect to any Distribution
Date,  the  excess,  if any,  of (a) the  Overcollateralization  Amount  on such
Distribution Date over (b) the Required Overcollateralization Amount.

        Excess  Realized Loss: Any Realized Loss on a Mortgage Loan,  other than
an Excess Fraud Loss,  Excess Special  Hazard Loss,  Excess  Bankruptcy  Loss or
Extraordinary  Loss, to the extent that the amount of such Realized  Loss,  plus
the aggregate  amount of such Realized Losses on all of the Mortgage Loans since
the Cut-off Date, is in excess of 10.00% of the Cut-off Date Balance.

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

        Exchange Act: The Securities Exchange Act of 1934, as amended.

        Extraordinary  Events: Any of the following conditions with respect to a
Mortgaged  Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:

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

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

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

                    1. by any government or sovereign power, de jure or defacto,
               or by any authority  maintaining or using military,  naval or air
               forces; or

                      2.     by military, naval or air forces; or



                                              16

<PAGE>



                    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:The Federal Deposit Insurance Corporation or any successor thereto.

        FHA: The Federal Housing Administration, or its successor.

        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:  Solely for purposes of the face of
the  Certificates,  as  follows:  with  respect  to the Class A-1  Certificates,
December 25,  2032;  and with  respect to the Class A-IO  Certificates,  May 25,
2005. 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  the  Class  A-1  Certificates  on or  before  its  Final  Scheduled
Distribution Date.

        Fitch: Fitch, Inc.

        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.



                                              17

<PAGE>



        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 Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses on the Mortgage Loans 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 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  Mortgage  Loans as of the most recent  anniversary  of the Cut-off  Date
minus  (2)  the  Fraud  Losses  on  the   Mortgage   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 Fraud Loss Amount as of the most recent  anniversary of the Cut-off Date
and (b)  1.00% of the  aggregate  outstanding  principal  balance  of all of the
Mortgage  Loans as of the most recent  anniversary of the Cut-off Date minus (2)
the Fraud Losses on the  Mortgage  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 Fraud Loss Amount shall be zero.

        The Fraud  Loss  Amount may be  further  reduced by the Master  Servicer
(including  accelerating the manner in which such coverage is reduced)  provided
that prior to any such  reduction,  the Master Servicer shall (i) obtain written
approval  from the  Insurer  and obtain  written  confirmation  from each Rating
Agency that such reduction  shall not reduce the rating  assigned to the Class A
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 without  taking into account the Policy;  and (ii) provide a copy of such
written confirmation to the Trustee and the Insurer.

     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.

        Hazardous  Materials:  Any  dangerous,  toxic or  hazardous  pollutants,
chemicals,  wastes,  or  substances,  including,  without  limitation,  those so
identified pursuant to the Comprehensive  Environmental  Response,  Compensation
and Liability  Act, 42 U.S.C.  Section 9601 et seq., or any other  environmental
laws now existing, and specifically including, without limitation,  asbestos and
asbestos-containing  materials,  polychlorinated biphenyls, radon gas, petroleum
and petroleum products, urea formaldehyde and any substances classified as being
"in inventory", "usable work in progress" or similar classification which would,
if classified unusable, be included in the foregoing definition.

        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


                                              18

<PAGE>



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.

        Initial  Certificate  Principal  Balance:  With respect to the Class A-1
Certificates and Class SB  Certificates,  the Certificate  Principal  Balance of
such  Class  of  Certificates  as of  the  Cut-off  Date  as  set  forth  in the
Preliminary Statement hereto.

        Insurance  Account:  The  account or  accounts  created  and  maintained
pursuant  to Section  4.10,  which shall be entitled  "JPMorgan  Chase Bank,  as
trustee,  in trust for the  registered  holders of  Residential  Asset  Mortgage
Products,  Inc.,  Mortgage  Asset-Backed   Pass-Through   Certificates,   Series
2002-RS7," and which must be an Eligible Account.

     Insurance  Agreement:  The Insurance and Indemnity  Agreement,  dated as of
January 3, 2003,  among the Insurer,  the Trustee,  the Master  Servicer and the
Depositor.

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

     Insured  Amount:  With  respect  to the  Class  A  Certificates,  as of any
Distribution Date, the Deficiency Amount, if any, for such Distribution Date.

     Insurer: Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance
corporation or its successors in interest.

     Insurer  Account:  An account of the Insurer  maintained at Citibank,  N.A.
(ABA No. 021- 000089), Account No. 40609486,  Attention:  Pamela Dottin, or such
other  account as may be designated by the Insurer to the Trustee in writing not
less than five Business Days prior to the related Distribution Date.

        Insurer Default:  The existence and continuance of any of the following:
(a) a failure  by the  Insurer  to make a payment  required  under the Policy in
accordance  with its terms;  or (b)(i) the  Insurer  (A) files any  petition  or
commences  any  case  or  proceeding  under  any  provision  or  chapter  of the
Bankruptcy  Code  or  any  other  similar  federal  or  state  law  relating  to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (B) makes
a general  assignment  for the benefit of its  creditors or (C) has an order for
relief entered against it under the Bankruptcy Code or any other similar federal
or state law relating to insolvency, bankruptcy, rehabilitation,  liquidation or
reorganization  which is final and  nonappealable;  or (ii) a court of competent
jurisdiction,  the Wisconsin insurance  department or other competent regulatory
authority  enters a final  and  nonappealable  order,  judgment  or  decree  (A)
appointing a custodian, trustee, agent or receiver for the Insurer or for all or
any material portion of its property or (B) authorizing the taking of


                                              19

<PAGE>



possession  by a  custodian,  trustee,  agent or receiver of the Insurer (or the
taking of  possession  of all or any  material  portion of the  property  of the
Insurer).

     Interest Accrual Period: With respect to the Class A Certificates and Class
SB Certificates and any Distribution Date, the prior calendar month.

        Interim Certification: As defined in Section 2.02.

        Interest Distribution Amount: As defined in Section 4.02(c)(i).

        Interested Person: As of any date of determination,  the Depositor,  the
Master  Servicer,  the Insurer,  the Trustee,  any  Mortgagor,  any Manager of a
Mortgaged Property,  or any Person known to a Responsible Officer of the Trustee
to be an Affiliate of any of them.

        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.

        Late Payment Rate: As defined in the Insurance Agreement.

     Limited  Repurchase  Right  Holder:  RFC Asset  Holdings II,  Inc.,  or its
successor.

        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 Loan through  trustee's  sale,
foreclosure sale or otherwise, other than REO Proceeds.

        Loan-to-Value  Ratio:  As of any  date,  the  fraction,  expressed  as a
percentage,  the  numerator  of which is the  current  principal  balance of the
related Mortgage Loan at the date of determination  and the denominator of which
is the Appraised Value of the related Mortgaged Property.

        Marker  Rate:  With  respect  to  the  Class  SB  Certificates  and  any
Distribution  Date, a per annum rate equal to two (2) multiplied by the weighted
average of the Pass-Through Rates for each REMIC II Regular Interest (other than
REMIC II Regular Interest  MT-AA),  with the rates on each such REMIC II Regular
Interest subject to a cap equal to the Pass-Through  Rate for the  Corresponding
Class  for such  REMIC II  Regular  Interest,  and the rate on REMIC II  Regular
Interest MT-ZZ subject to a cap of zero for purposes of this calculation.

        Maturity  Date:  With respect to each Class of  Certificates  of regular
interest or Uncertificated  Regular Interest issued by each of REMIC I, REMIC II
and REMIC III, 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 Class A-IO  Certificates,  December  25, 2032,
which is the Distribution Date following the last scheduled


                                              20

<PAGE>



monthly  payment  of the  Mortgage  Loans,  and  which  is for  the  Class  A-IO
Certificates, May 25, 2005.

     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.

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

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


                                              21

<PAGE>



        (ii)   [reserved];

        (iii) the maturity of the Mortgage Note  ("MATURITY  DATE", or "MATURITY
        DT" for Mortgage  Loans and if such Mortgage Loan is a Balloon Loan, the
        amortization term thereof;

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

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

        (vi) 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);

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

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

        (ix) 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

        (x) 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  schedule  may consist of multiple  reports that  collectively  set
forth all of the information required.

        Mortgage Loans:  Such of the mortgage loans  transferred and assigned to
the Trustee  pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial  Mortgage  Loan  Schedule,  and  Qualified  Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including,  without
limitation,  with respect to each Mortgage  Loan,  each related  Mortgage  Note,
Mortgage and Mortgage File and all rights appertaining thereto.

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

     Mortgage  Rate:  As to any Mortgage  Loan,  the interest  rate borne by the
related  Mortgage  Note,  or any  modification  thereto  other than a  Servicing
Modification.

     Mortgaged Property: The underlying real property securing a Mortgage Loan.

        Mortgagor: The obligor on a Mortgage Note.



                                              22

<PAGE>



     Neg Am Loan:  Any Mortgage  Loan  providing for negative  amortization,  as
indicated in the Mortgage Loan Schedule.

     Net  Collections:  With respect to any Corrected  Mortgage  Loan, an amount
equal to all  payments on account of interest  and  principal  on such  Mortgage
Loan.

        Net Mortgage  Rate:  With respect to any Mortgage Loan as of any date of
determination,  a per annum rate equal to the  Mortgage  Rate for such  Mortgage
Loan as of such date minus the sum of (i) the related  Servicing Fee Rate,  (ii)
the related  Subservicing  Fee Rate and (iii) the  Certificate  Insurer  Premium
Modified Rate.

        Net WAC Cap Rate:  With  respect to any  Distribution  Date, a per annum
rate equal to the weighted average of the Net Mortgage Rates (or, if applicable,
the Modified Net  Mortgage  Rates) on the 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.

        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.  To the extent that any Mortgagor is not
obligated under the related  Mortgage  documents to pay or reimburse any portion
of any Advances that are outstanding  with respect to the related  Mortgage Loan
as a result of a  modification  of such  Mortgage  Loan by the Master  Servicer,
which  forgives  unpaid  Monthly  Payments  or other  amounts  which the  Master
Servicer had previously  advanced,  and the Master  Servicer  determines that no
other source of payment or  reimbursement  for such advances is available to it,
such Advances shall be deemed to be nonrecoverable;  provided,  however, that in
connection  with the foregoing,  the Master  Servicer shall provide an Officers'
Certificate as described below. The determination by the Master Servicer that it
has made a  Nonrecoverable  Advance  shall be  evidenced by a  certificate  of a
Servicing  Officer,  Responsible  Officer or Vice President or its equivalent or
senior officer of the Master Servicer,  delivered to the Depositor, the Trustee,
the Insurer and the Master  Servicer  setting  forth such  determination,  which
shall include any other  information or reports  obtained by the Master Servicer
such as property operating  statements,  rent rolls, property inspection reports
and engineering reports, which may support such determinations.  Notwithstanding
the above,  the Trustee shall be entitled to rely upon any  determination by the
Master Servicer that any Advance previously made is a Nonrecoverable  Advance or
that any proposed Advance, if made, would constitute a Nonrecoverable Advance.

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


                                              23

<PAGE>




        Notice: As defined in Section 4.04.
        ------

        Notional  Amount:  With respect to the Class A-IO  Certificates  and any
Distribution  Date, the lesser of (a) the aggregate Stated Principal  Balance of
the Mortgage Loans before taking into account  distributions  to be made on such
Distribution Date and (b) the amount indicated on the following schedule:

           DISTRIBUTION DATE                    NOTIONAL AMOUNT

January 2003                                               $277,500,000.00
February 2003                                              $256,800,000.00
March 2003                                                 $237,800,000.00
April 2003                                                 $220,100,000.00
May 2003                                                   $203,800,000.00
June 2003                                                  $188,600,000.00
July 2003                                                  $174,500,000.00
August 2003                                                $161,600,000.00
September 2003                                             $149,600,000.00
October 2003                                               $138,500,000.00
November 2003                                              $128,100,000.00
December 2003                                              $118,700,000.00
January 2004                                               $109,800,000.00
February 2004                                              $101,600,000.00
March 2004                                                $  94,100,000.00
April 2004                                                $  87,100,000.00
May 2004                                                  $  80,600,000.00
June 2004                                                 $  74,600,000.00
July 2004                                                 $  69,000,000.00
August 2004                                               $  63,900,000.00
September 2004                                            $  59,100,000.00
October 2004                                              $  54,800,000.00
November 2004                                             $  50,600,000.00
December 2004                                             $  46,900,000.00
January 2005                                              $  43,400,000.00
February 2005                                             $  40,200,000.00
March 2005                                                $  37,200,000.00
April 2005                                                $  34,400,000.00
May 2005                                                  $  31,900,000.00
June 2005 and thereafter                           $                  0.00



                                              24

<PAGE>



For federal income tax purposes,  however,  the Class A-IO Certificates will not
have a notional amount, but the Accrued  Certificate  Interest will be deemed to
be to (i) for any Distribution  Date from January 2003 through May 2005, 100% of
the  interest  payable  on REMIC II  Regular  Interest  MT-AIO  and (ii) for and
Distribution Date thereafter, 0.00%.

        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 and the Insurer,  as
required by this Agreement.

        Opinion of  Counsel:  A written  opinion of  counsel  acceptable  to the
Trustee,  the  Insurer  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 or REMIC III as REMICs or compliance with
the  REMIC  Provisions  must,  unless  otherwise  specified,  be an  opinion  of
Independent counsel.

        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 Mortgage Loans is less than 10.00% of the Cut-off
Date Balance.

        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  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, 4.07 or 4.08.

        Overcollateralization Amount: With respect to any Distribution Date, the
excess,  if any, of (a) the aggregate Stated  Principal  Balance of the Mortgage
Loans  before  giving  effect to  distributions  of principal to be made on such
Distribution  Date over (b) the aggregate  Certificate  Principal Balance of the
Class A-1 Certificates as of such date, before taking into account distributions
of principal to be made on that Distribution Date.

     Overcollateralization  Floor:  An  amount  equal to 0.50% of the  aggregate
Stated Principal Balance of the related Mortgage Loans as of the Cut-off Date.

        Overcollateralization Increase Amount: With respect to (a) the first six
Distribution  Dates,  $0,  and (b) any  Distribution  Date  after  the first six
Distribution  Dates,  an amount  equal to the lesser of (i) the Excess Cash Flow
for that  Distribution  Date  available  to make  payments  pursuant  to Section
4.02(c)(vi),   and   (ii)   the   excess,   if   any,   of  (x)   the   Required
Overcollateralization   Amount   for  that   Distribution   Date  over  (y)  the
Overcollateralization Amount for that Distribution Date.

        Overcollateralization Reduction Amount: With respect to any Distribution
Date for which the Excess  Overcollateralization  Amount is, or would be,  after
taking into  account  all other  distributions  to be made on that  Distribution
Date,  greater  than  zero,  an amount  equal to the  lesser  of (i) the  Excess
Overcollateralization  Amount for that  Distribution Date and (ii) the Principal
Remittance Amount for that Distribution Date.


                                              25

<PAGE>



        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-1  Certificates and each
Interest  Accrual  Period (a) on or prior to the 29th  Distribution  Date, a per
annum rate equal to the lesser of (i) 4.407% per annum and (ii) the Adjusted Net
WAC Cap Rate;  provided,  however,  that for federal  income tax  purposes,  the
amount  determined  under clause (ii) shall be the  equivalent of the foregoing,
expressed as the weighted  average of the REMIC II  Uncertificated  Pass-Through
Rates for the REMIC II Regular  Interests  (other than REMIC II Regular Interest
MT-AIO),  weighted  on the  basis  of the  respective  Uncertificated  Principal
Balances thereof for such Distribution Date and (b) thereafter, a per annum rate
equal to 4.407% per annum,  provided,  that, on or after the second Distribution
Date after the first  possible  Optional  Termination  Date,  the applicable per
annum rate shall be equal to 4.907%  per annum.  With  respect to the Class A-IO
Certificates  and  each  Interest  Accrual  Period,  (a) on or prior to the 29th
Distribution  Date,  2.000%  per annum and (b) 0.00% per annum  thereafter.  For
federal income tax purposes,  however, the Class A-IO Certificates will not have
a pass through rate, but will be entitled to (i) for any Distribution  Date from
January 2003 through May 2005, 100% of the interest  payable on REMIC II Regular
Interest MT-AIO, and (ii) for any Distribution Date thereafter, 0.00%.

     Paying Agent:  JPMorgan Chase Bank or any successor  Paying Agent appointed
by the Trustee.

        Percentage  Interest:  With  respect  to any  Class A  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 SB or Class R Certificate  shall be
stated on the face thereof.

        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


                                              26

<PAGE>



        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 the Insurer
        and each Rating Agency as a Permitted  Investment hereunder and will not
        reduce the rating  assigned to any Class of  Certificates by such Rating
        Agency below the lower of the then-current rating or the rating assigned
        to such  Certificates  as of the Closing Date by such Rating Agency,  as
        evidenced in writing;

provided,  however,  that no  instrument  shall be a Permitted  Investment if it
represents,  either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest  payments derived from  obligations  underlying such 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
F-1 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.



                                              27

<PAGE>



     Policy:  The Certificate  Guaranty  Insurance Policy No. AB0641BE issued by
the Insurer in respect of the Class A Certificates,  a copy of which is attached
hereto as Exhibit Q.

        Pool Stated  Principal  Balance:  As to any date of  determination,  the
aggregate of the Stated  Principal  Balances of each  Mortgage  Loan that was an
Outstanding  Mortgage Loan on the Due Date immediately  preceding the Due Period
preceding such date of determination.

        Prepayment  Assumption:  With respect to the Class A  Certificates,  the
prepayment  assumption to be used for  determining the accrual of original issue
discount and premium and market discount on such Certificates for federal income
tax purposes, which assumes a prepayment rate of 23% HEP.

        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,  the  calendar  month
preceding the month of distribution.

        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  Distribution  Amount: With respect to any Distribution Date, the
lesser of (a) the excess of (x) the Available  Distribution  Amount over (y) the
Interest Distribution Amount and (b) the sum of:

        (i) the principal  portion of each Monthly Payment  received or Advanced
with respect to the related Due Period on each Outstanding Mortgage Loan;

        (ii) the Stated  Principal  Balance  of any  Mortgage  Loan  repurchased
during the related  Prepayment  Period (or deemed to have been so repurchased in
accordance with Section  3.07(b))  pursuant to Section 2.02, 2.03, 2.04, 4.07 or
4.08 and the  amount of any  shortfall  deposited  in the  Custodial  Account in
connection with the  substitution of a Deleted Mortgage Loan pursuant to Section
2.03 or 2.04 during the related Prepayment Period;

        (iii) the principal portion of all other unscheduled  collections on the
Mortgage Loans (including,  without limitation,  Principal  Prepayments in Full,
Curtailments,   Insurance  Proceeds,  Liquidation  Proceeds  and  REO  Proceeds)
received during the related Prepayment Period to the


                                              28

<PAGE>



extent applied by the Master Servicer as recoveries of principal of the Mortgage
Loans pursuant to Section 3.14;

        (iv) the  principal  portion of any Realized  Losses  (other than Excess
Losses)  incurred (or deemed to have been incurred) on any Mortgage Loans in the
calendar month preceding such  Distribution Date to the extent covered by Excess
Cash Flow for such Distribution Date; and

     (v) the  amount  of any  Overcollateralization  Increase  Amount  for  such
Distribution Date to the extent covered by Excess Cash Flow;

        minus

     (vi) the  amount of any  Overcollateralization  Reduction  Amount  for such
Distribution Date.

        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.

        Principal  Remittance Amount: With respect to any Distribution Date, the
sum of the amounts described in clauses (i), (ii) and (iii) of the definition of
Principal Distribution Amount for that Distribution Date.

        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, 4.07 or 4.08, an amount equal to the sum of (i) (a) if such Mortgage
Loan (or REO Property) is being purchased  pursuant to Sections 2.02, 2.03, 2.04
or 4.07 of this Agreement, 100% of the Stated Principal Balance thereof plus the
principal portion of any related  unreimbursed  Advances or (b) if such Mortgage
Loan (or REO  Property)  is being  purchased  pursuant  to Section  4.08 of this
Agreement,  the greater of (1) 100% of the Stated Principal Balance thereof plus
the principal portion of any related unreimbursed Advances on such Mortgage Loan
(or REO  Property)  and (2) the fair market  value  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 and the Certificate  Insurer  Premium  Modified
Rate, if any, 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)) plus the Certificate Insurer Premium Modified Rate, if any, in


                                              29

<PAGE>



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  Insurer: A mortgage guaranty insurance company duly qualified
as such under the laws of the state of its principal  place of business and each
state having  jurisdiction  over such insurer in  connection  with the insurance
policy issued by such insurer,  duly  authorized  and licensed in such states to
transact a mortgage guaranty  insurance business in such states and to write the
insurance  provided by the insurance policy issued by it, approved as a FNMA- or
FHLMC-approved  mortgage  insurer or having a claims paying ability rating of at
least "AA" or equivalent rating by a nationally  recognized  statistical  rating
organization.  Any replacement insurer with respect to a Mortgage Loan must have
at least as high a claims paying  ability  rating as the insurer it replaces had
on the Closing Date.

        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; and (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement.

        Rate Change Date: With respect to a REMIC II Regular Interest Component,
the first month in which the  pass-through  rate for such  component is equal to
0.00%.

        Rating  Agency:  Fitch and  Moody's.  If any 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 and with respect
to the Class A Certificates,  the Insurer,  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  (or
Modified  Net  Mortgage  Rate in the case of a Modified  Mortgage  Loan) and the
Certificate Insurer Premium Modified 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)


                                              30

<PAGE>



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 (or Modified Net Mortgage Rate in the case
of a Modified  Mortgage Loan) and the Certificate  Insurer Premium Modified 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  and the
Insurer 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.

        Record  Date:  With  respect to each  Distribution  Date (other than the
Distribution Date in January 2003) and each Class of Certificates,  the close of
business on the last Business Day of the month next preceding the month in which
the related  Distribution  Date occurs, or with respect to the Distribution Date
in January 2003, the Closing Date.

       Regular Certificates: The Class A Certificates and Class SB Certificates.

        Regular Interest: Any one of the 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,  acceptable to the Insurer, subject to assumption
of the REMIC Administrator obligations under this Agreement.


                                              31

<PAGE>




        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  Mortgage  Loans and the related  Mortgage  Files;  (ii) all payments on and
collections  in respect of the Mortgage  Loans due after the Cut-off Date (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 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 Mortgage Loans,  if any; (v) the Policy;  and (vi) all
proceeds of clauses (i) through (v) above.

        REMIC I Regular  Interests:  REMIC I Regular  Interest  LT-A-1,  REMIC I
Regular  Interest  LT- A-2,  REMIC I Regular  Interest  LT-A-3,  REMIC I Regular
Interest  LT-A-4,  REMIC I Regular  Interest  LT-A-5,  REMIC I Regular  Interest
LT-A-6,  REMIC I Regular Interest LT-A-7, REMIC I Regular Interest LT-A-8, REMIC
I Regular Interest LT-A-9,  REMIC I Regular  Interest  LT-A-10,  REMIC I Regular
Interest  LT-A-11,  REMIC I Regular Interest  LT-A-12,  REMIC I Regular Interest
LT-A-13,  REMIC I Regular Interest  LT-A-14,  REMIC I Regular Interest  LT-A-15,
REMIC I Regular  Interest  LT-A-16,  REMIC I Regular Interest  LT-A-17,  REMIC I
Regular  Interest  LT-A-18,  REMIC I Regular Interest  LT-A-19,  REMIC I Regular
Interest  LT-A-20,  REMIC I Regular Interest  LT-A-21,  REMIC I Regular Interest
LT-A-22,  REMIC I Regular Interest  LT-A-23,  REMIC I Regular Interest  LT-A-24,
REMIC I Regular  Interest  LT-A-25,  REMIC I Regular Interest  LT-A-26,  REMIC I
Regular  Interest  LT-A-27,  REMIC I Regular Interest  LT-A-28,  REMIC I Regular
Interest LT-A-29 and REMIC I Regular Interest LT-A-30.

        REMIC I Regular  Interest  LT-A-1: A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-2: A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-3: A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-4: A regular interest in REMIC I that is
held as an asset of REMIC II, 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.



                                              32

<PAGE>



        REMIC I Regular  Interest  LT-A-5: A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-6: A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-7: A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-8: A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-9: A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-10:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-11:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-12:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-13:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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.



                                              33

<PAGE>



        REMIC I Regular Interest LT-A-14:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-15:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-16:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-17:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-18:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-19:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-20:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-21:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-22:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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.



                                              34

<PAGE>



        REMIC I Regular Interest LT-A-23:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-24:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-25:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-26:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-27:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-28:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-29:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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-A-30:  A regular interest in REMIC I that is
held as an asset of REMIC II, 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 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, consisting of the
REMIC I Regular Interests.

        REMIC II Diverted Excess Spread: 1% of the Diverted Excess Spread.



                                              35

<PAGE>



        REMIC  II  Interest  Loss  Allocation   Amount:   With  respect  to  any
Distribution  Date,  an amount  equal to (a) the  product  of (i) the  aggregate
Uncertificated  Principal  Balance  of  the  REMIC  II  Regular  Interests  then
outstanding and (ii) the  Uncertificated  Pass-Through Rate for REMIC II Regular
Interest MT-AA minus the Marker Rate, divided by (b) 12.

        REMIC  II  Overcollateralized  Amount:  With  respect  to  any  date  of
determination,  (i) 1% of the aggregate Uncertificated Principal Balances of the
REMIC II Regular  Interests  (other than REMIC II Regular Interest MT-AIO) minus
(ii) the  Uncertificated  Principal  Balances of the REMIC II Regular  Interests
(other  than REMIC II  Regular  Interests  MT-AA and REMIC II  Regular  Interest
MT-ZZ), in each case as of such date of determination.

        REMIC  II  Principal  Loss  Allocation  Amount:   With  respect  to  any
Distribution  Date, an amount equal to the product of (i) the  aggregate  Stated
Principal  Balance of the  Mortgage  Loans then  outstanding  and (ii) 1 minus a
fraction,  the  numerator  of which is two times  the sum of the  Uncertificated
Principal  Balances of REMIC II Regular  Interests MT-A-1 and the denominator of
which is the sum of the  Uncertificated  Principal  Balances of REMIC II Regular
Interests MT-A-1 and MT-ZZ.

        REMIC II Regular  Interests:  REMIC II Regular Interest MT-AA,  REMIC II
Regular  Interest  MT-A-1,  REMIC II Regular Interest MT-ZZ and REMIC II Regular
Interest MT-AIO.

        REMIC II Regular  Interest MT-AA: A regular interest in REMIC II that is
held as an asset of REMIC III,  that has an initial  principal  balance equal to
the related Uncertificated Principal Balance, 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 MT-A-1: A regular interest in REMIC II that is
held as an asset of REMIC III,  that has an initial  principal  balance equal to
the related Uncertificated Principal Balance, 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 MT-ZZ: A regular interest in REMIC II that is
held as an asset of REMIC III,  that has an initial  principal  balance equal to
the related Uncertificated Principal Balance, 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 MT-ZZ Maximum Interest  Deferral Amount:  With
respect  to  any   Distribution   Date,  the  sum  of  (a)  the  excess  of  (i)
Uncertificated  Accrued  Interest  calculated with the REMIC II Regular Interest
MT-ZZ Uncertificated  Pass-Through Rate and an Uncertificated  Principal Balance
equal to the  excess of (x) the  Uncertificated  Principal  Balance  of REMIC II
Regular Interest MT-ZZ over (y) the REMIC II Overcollateralized  Amount, in each
case for such Distribution  Date, over (ii)  Uncertificated  Accrued Interest on
REMIC II Regular  Interest  MT-A-1,  with the rate on each such REMIC II Regular
Interest  subject to a cap equal to the Pass-Through  Rate on the  Corresponding
Class for the purpose of this calculation.



                                              36

<PAGE>



        REMIC II Regular Interest MT-AIO: A Regular Interest in REMIC II that is
held as an asset of REMIC III, that has an initial notional balance equal to the
related  Uncertificated  Notional  Balance,  that bears  interest at the related
Uncertificated  Pass-Through Rate and that has such other terms as are described
herein.  REMIC II  Regular  Interest  MT-AIO  will be deemed to be  composed  of
twenty-nine  components,   MT-AIO-1  through  MT-AIO-30,  each  of  which  is  a
Corresponding Interest to a REMIC I Regular Interest.

     REMIC  II  Required   Overcollateralization  Amount:  1%  of  the  Required
Overcollateralization Amount.

        REMIC II Regular Interest LT3-A-AA:  A regular interest in REMIC II that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.

        REMIC II Regular Interest  LT3-A-1:  A regular interest in REMIC II that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.

        REMIC II Regular Interest LT3-A-ZZ:  A regular interest in REMIC II that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.

        REMIC II Regular Interest  LT3-A-ZZ  Maximum  Interest  Deferral Amount:
With  respect  to any  Distribution  Date,  the  sum of (a)  the  excess  of (i)
Uncertificated  Accrued  Interest  calculated with the REMIC II Regular Interest
LT3-A-ZZ  Uncertificated  Pass-Through  Rate  and  an  Uncertificated  Principal
Balance equal to the excess of (x) the Uncertificated Principal Balance of REMIC
II Regular Interest LT3-A-ZZ over (y) the REMIC II Overcollateralized Amount, in
each case for such Distribution Date, over (ii) Uncertificated  Accrued Interest
on REMIC II  Regular  Interest  LT3-A-1,  with  the rate on each  such  REMIC II
Regular  Interest  subject  to a cap  equal  to  the  Pass-Through  Rate  on the
Corresponding Class for the purpose of this calculation.

        REMIC II Regular Interest  LT3-AIO:  A Regular Interest in REMIC II that
is held as an asset of REMIC III, that has an initial  notional balance equal to
the related Uncertificated  Notional Balance, that bears interest at the related
Uncertificated  Pass-Through  Rate  and in that  has  such  other  terms  as are
described  herein.  REMIC II  Regular  Interest  LT3-AIO  will be  deemed  to be
composed of thirty components,  LT3-AIO-1 through LT3-AIO-29, each of which is a
Corresponding Interest to a REMIC I Regular Interest.

        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, consisting of the
REMIC II Regular Interests.



                                              37

<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 and
the Certificate Insurer Premium Modified Rate that would have been applicable to
the  related  Mortgage  Loan had it been  outstanding)  on the unpaid  principal
balance of the  Mortgage  Loan as of the date of  acquisition  thereof  for such
period.

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

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

        Repurchase Event: As defined in the Assignment Agreement.

        Repurchase  Price:  With  respect  to any  Deleted  Mortgage  Loan to be
replaced by the substitution of one or more Qualified  Substitute Mortgage Loans
pursuant to Section 2.03, an amount, calculated by the Master Servicer equal to:
(a) the unpaid  principal  balance of such Mortgage Loan (or, in the case of any
REO Property,  the related  Mortgage  Loan) (after  application of all principal
payments (including prepayments) collected and other principal amounts recovered
on such Mortgage Loan) as of the date of receipt of the Repurchase  Price or the
date of substitution,  as the case may be,  hereunder;  plus (b) unpaid interest
accrued on such Mortgage  Loan or Mortgage  Loan related to an REO Property,  as
applicable,  at the related  Mortgage  Rate (after  application  of all interest
payments collected and other amounts recovered (and applied to accrued interest)
on such  Mortgage  Loan) to, but not  including,  the Due Date in the Due Period
during  which the  applicable  purchase  or  substitution  occurs;  plus (c) any
unreimbursed  Servicing  Advances,  all accrued and unpaid interest on Advances,
any unpaid  servicing  compensation  (other than Master Servicer fees),  and any
unpaid or  unreimbursed  expenses of the Trust Fund  allocable to such  Mortgage
Loan or Mortgage Loan related to an REO Property, as applicable,  as of the date
of receipt of such Repurchase Price or the date of substitution, as the case may
be, hereunder; plus (d) in the event that


                                              38

<PAGE>



such Mortgage Loan or Mortgage Loan related to an REO Property,  as  applicable,
is required to be  repurchased  or replaced  pursuant to Section 2.03,  expenses
reasonably  incurred or to be incurred by the Master  Servicer or the Trustee in
respect of the breach or defect  giving rise to the  repurchase  or  replacement
obligation,  including  any  expenses  arising  out  of the  enforcement  of the
repurchase or replacement obligation.

        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  Overcollateralization Amount: As of any Distribution Date, (a)
if such  Distribution  Date is prior to the Stepdown Date,  1.25% of the Cut-off
Date Balance, or (b) if such Distribution Date is on or after the Stepdown Date,
the greater of (i) 2.50% of the then current  aggregate Stated Principal Balance
of the  Mortgage  Loans as of the end of the  related  Due  Period  and (ii) the
related Overcollateralization Floor; provided, that if such Distribution Date is
on or after the  Stepdown  Date and (I) an amount equal to (A) 2 (two) times (B)
the excess of (x) 37.50% of the sum of the following:  (1) 100% of the aggregate
Stated  Principal  Balance  of all  Mortgage  Loans  that  are 90 or  more  days
Delinquent,  (2) 75% of the aggregate Stated  Principal  Balance of all Mortgage
Loans that are in  foreclosure  and (3) 100% of the aggregate  Stated  Principal
Balance of all Mortgage Loans that are converted to REO Properties, in each case
as of the last day of the related Due Period, over (y) 5 (five) times the Excess
Cash Flow for such  Distribution Date is greater than (II) the amount determined
pursuant to clause (b), then the Required  Overcollateralization Amount for that
Distribution Date shall be equal to the Required Overcollateralization Amount on
the prior  Distribution Date. The Required  Overcollateralization  Amount may be
reduced with the prior written  consent of the Insurer and  notification to each
of the Rating Agencies.

     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 Institutional  Trust  Services/Structured  Finance Services 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  with  direct
responsibility for the administration of this Agreement.

        Rolling Six-Month  Delinquency  Ratio: As of any Distribution  Date, the
fraction,  expressed as a  percentage,  equal to the average of the  Delinquency
Ratio for each of the six (or one, two, three,  four and five in the case of the
first, second, third, fourth and fifth Distribution Dates) immediately preceding
Due Periods.

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



                                              39

<PAGE>



        Servicing  Advances:  All  customary,  reasonable  and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other  unanticipated  event by the Master  Servicer  in the  performance  of its
servicing  obligations,  including,  but not  limited  to,  the  cost of (i) the
preservation,  restoration  and  protection  of a Mortgaged  Property,  (ii) any
enforcement  or judicial  proceedings,  including  foreclosures,  including  any
expenses  incurred  in  relation  to any such  proceedings  that result from the
Mortgage Loan being  registered  on the MERS System,  (iii) the  management  and
liquidation of any REO Property and (iv) compliance  with the obligations  under
Sections 3.01, 3.08, 3.12(a) and 3.14, including,  if the Master Servicer or any
Affiliate  of the Master  Servicer  provides  services  such as  appraisals  and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.

        Servicing Fee: With respect to any Mortgage Loan and Distribution  Date,
the fee payable  monthly to the Master  Servicer in respect of master  servicing
compensation  that  accrues at an annual  rate 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 and the Insurer by the Master  Servicer,  as such list may from time
to time be amended.

     Servicing  Trigger:  As of any  Distribution  Date, for purposes of Section
7.05, "Servicing Trigger;  Removal of Master Servicer," the occurrence of any of
the following scenarios:

          (i) the aggregate Rolling Six-Month  Delinquency Ratio is greater than
          12.00% for the then-current Distribution Date;

          (ii) the aggregate Rolling Six-Month Delinquency Ratio is greater than
          10.00% for the then-current and two preceding Distribution Dates;

        (iii) the aggregate Twelve-Month Loss Amount is greater than or equal to
        2.75% of the aggregate Stated  Principal  Balance of the Mortgage Loans;
        or

        (iv) the  aggregate  Realized  Losses on the  Mortgage  Loans  since the
        Cut-off Date exceed (a) with respect to the first 12 Distribution Dates,
        2.25% of the aggregate  Cut-off Date  Principal  Balance of the Mortgage
        Loans, (b) with respect to the next 12 Distribution Dates,


                                              40

<PAGE>



        3.75% of the aggregate  Cut-off Date  Principal  Balance of the Mortgage
        Loans, (c) with respect to the next 12 Distribution  Dates, 5.25% of the
        aggregate Cut-off Date Principal Balance of the Mortgage Loans, (d) with
        respect  to the  next 12  Distribution  Dates,  6.75%  of the  aggregate
        Cut-off  Date  Principal  Balance of the  Mortgage  Loans,  and (e) with
        respect to all  Distribution  Dates  thereafter,  8.00% of the aggregate
        Cut-off Date Principal Balance of the Mortgage Loans.

        Special Hazard Amount:  As of any Distribution  Date, an amount equal to
$3,196,890  minus the sum of (i) the aggregate  amount of Special  Hazard Losses
allocated to the Mortgage 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 greater of (A) the
greatest of (i) twice the  outstanding  principal  balance of the Mortgage  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 Mortgage Loans on the Distribution Date
immediately  preceding  such  anniversary  and (iii) the  aggregate  outstanding
principal  balance (as of the immediately  preceding  Distribution  Date) of the
Mortgage  Loans in any  single  five-digit  California  zip code  area  with the
largest  amount of  Mortgage  Loans by  aggregate  principal  balance as of such
anniversary  and (B) the greater of (i) the product of 0.50%  multiplied  by the
outstanding  principal  balance of all Mortgage Loans on the  Distribution  Date
immediately preceding such anniversary  multiplied by a fraction,  the numerator
of which is equal to the  aggregate  outstanding  principal  balance  (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans secured by
Mortgaged Properties located in the State of California divided by the aggregate
outstanding  principal  balance (as of the  immediately  preceding  Distribution
Date)  of all  of  the  Mortgage  Loans,  expressed  as a  percentage,  and  the
denominator  of  which  is equal  to  9.72%  (which  percentage  is equal to the
percentage of Mortgage Loans initially secured by Mortgaged  Properties  located
in the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Mortgage Loan
secured by a Mortgaged Property located in the State of California.  The Special
Hazard  Amount  may  be  further  reduced  by  the  Master  Servicer  (including
accelerating the manner in which coverage is reduced) provided that prior to any
such  reduction,  the Master  Servicer shall obtain the written  approval of the
Insurer and obtain the written  confirmation  from each Rating  Agency that such
reduction  shall not  reduce  the rating  assigned  to the Class A  Certificates
without  regard  to the  Policy  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.

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

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


                                              41

<PAGE>



        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 (a) the aggregate of the principal  portion
of the Monthly  Payments due with respect to such  Mortgage Loan or REO Property
during each Due Period commencing on the first Due Period after the Cut-Off Date
and ending  with the Due Period  related 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 or  4.03  on any  previous
Distribution  Date,  and (c) any Realized Loss  allocated to  Certificateholders
with respect thereto for any previous Distribution Date.

        Stepdown Date: The Distribution  Date which is the later to occur of (i)
the  Distribution  Date  occurring in July 2005 and (ii) the first  Distribution
Date  on  which  the  Overcollateralization  Amount  immediately  prior  to that
Distribution  Date is equal to or  greater  than 2.50% of the  aggregate  Stated
Principal Balance of the Mortgage Loans as of the end of the related Due Period.

     Subordination:  The  provisions  described in Section 4.05  relating to the
allocation  of Realized  Losses (other than any Realized  Losses  covered by the
Policy).

     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.

        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


                                              42

<PAGE>



annual  rate  equal  to the  Subservicing  Fee  Rate  multiplied  by the  Stated
Principal  Balance  of such  Mortgage  Loan as of the  related  Due  Date in the
related Due Period.

     Subservicing  Fee Rate: The per annum rate  designated on the Mortgage Loan
Schedule as the "SUBSERV FEE".

        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 and  REMIC  III 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 and REMIC III.

        Twelve-Month  Loss Amount:  With respect to any  Distribution  Date,  an
amount  equal to the  aggregate of all  Realized  Losses on the  Mortgage  Loans
during the 12 preceding Due Periods.

        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  Uncertificated
Regular Interest for any Distribution  Date, one month's interest at the related
Uncertificated  Pass-Through  Rate for such  Distribution  Date,  accrued on the
Uncertificated Principal Balance or Uncertificated Notional Amount,  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 Mortgage Loans for any  Distribution
Date shall be allocated first to REMIC I Regular Interest LT-A-1,  then to REMIC
I  Regular   Interest   LT-A-2  through  REMIC  I  Regular   Interest   LT-A-30,
sequentially,  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


                                              43

<PAGE>



Compensating  Interest) relating to the Mortgage Loans for any Distribution Date
shall be allocated first, to Uncertificated Accrued Interest payable to REMIC II
Regular  Interest  MT-AA and REMIC II Regular  Interest MT-ZZ up to an aggregate
amount  equal to the  REMIC II  Interest  Loss  Allocation  Amount,  98% and 2%,
respectively,  and thereafter any remaining  Prepayment  Interest Shortfalls (to
the extent not covered by Compensating  Interest) relating to the Mortgage Loans
for any  Distribution  Date shall be allocated among REMIC II Regular  Interests
MT-AA,  MT-A-1,  MT-ZZ,  and  MT-AIO,  pro rata  based on, and to the extent of,
Uncertificated  Accrued  Interest,  as calculated  without  application  of this
sentence.

        Uncertificated  Notional Amount:  With respect to any Distribution  Date
and REMIC II Regular Interest  MT-AIO,  an amount equal to the lesser of (i) the
Scheduled  Amount  set  forth  below  for  such  Distribution  Date and (ii) the
aggregate Uncertificated Principal Balance of the Uncertificated REMIC I Regular
Interests set forth below for such Distribution Date.



                                           Corresponding Uncertificated REMIC I
                   Distribution Date                    Regular-Interest

           January 25, 2003                           LT-A-2 through LT-A-30
           February 25, 2003                          LT-A-3 through LT-A-30
           March 25, 2003                             LT-A-4 through LT-A-30
           April 25, 2003                             LT-A-5 through LT-A-30
           May 25, 2003                               LT-A-6 through LT-A-30
           June 25, 2003                              LT-A-7 through LT-A-30
           July 25, 2003                              LT-A-8 through LT-A-30
           August 25, 2003                            LT-A-9 through LT-A-30
           September 25, 2003                        LT-A-10 through LT-A-30
           October 25, 2003                          LT-A-11 through LT-A-30
           November 25, 2003                         LT-A-12 through LT-A-30
           December 25, 2003                         LT-A-13 through LT-A-30
           January 25, 2004                          LT-A-14 through LT-A-30
           February 25, 2004                         LT-A-15 through LT-A-30
           March 25, 2004                            LT-A-16 through LT-A-30
           April 25, 2004                            LT-A-17 through LT-A-30
           May 25, 2004                              LT-A-18 through LT-A-30
           June 25, 2004                             LT-A-19 through LT-A-30
           July 25, 2004                             LT-A-20 through LT-A-30
           August 25, 2004                           LT-A-21 through LT-A-30
           September 25, 2004                        LT-A-22 through LT-A-30
           October 25, 2004                          LT-A-23 through LT-A-30
           November 25, 2004                         LT-A-24 through LT-A-30
           December 25, 2004                         LT-A-25 through LT-A-30
           January 25, 2005                          LT-A-26 through LT-A-30



                                              44

<PAGE>




           February 25, 2005                         LT-A-27 through LT-A-30
           March 25, 2005                            LT-A-28 through LT-A-30
           April 25, 2005                            LT-A-29 through LT-A-30
           May 25, 2005                                      LT-A-30

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

        Uncertificated   Principal   Balance:   The  principal   amount  of  any
Uncertificated  Regular  Interest (other than REMIC II Regular  Interest MT-AIO)
outstanding  as of any  date  of  determination.  The  Uncertificated  Principal
Balance  of  each  Uncertificated  Regular  Interest  shall  be  reduced  by all
distributions  of principal made on such  Uncertificated  Regular  Interest,  as
applicable,  on such  Distribution  Date and, if and to the extent necessary and
appropriate,  shall be further  reduced in such  Distribution  Date by  Realized
Losses.  The  Uncertificated  Principal Balance of each  Uncertificated  Regular
Interest shall never be less than zero.  REMIC II Regular  Interest  MT-AIO will
not have an Uncertificated Principal Balance.

     Uncertificated  Regular  Interests:  The REMIC I Regular  Interests and the
REMIC II Regular Interests.

        Uncertificated   REMIC  I  Pass-Through   Rate:   With  respect  to  any
Distribution Date, a per annum rate equal to the Net WAC Cap Rate.

        Uncertificated REMIC II Pass-Through Rate:

        (a) With respect to REMIC II Regular  Interest  MT-AA,  REMIC II Regular
Interest  MT- A-1 and  REMIC II  Regular  Interest  MT-ZZ,  and (i) the first 29
Distribution  Dates, a per annum rate equal to the Adjusted Net WAC Cap Rate and
(ii)  thereafter,  a per  annum  rate  equal  to  the  weighted  average  of the
Uncertificated Pass-Through Rates for the REMIC I Regular Interests, weighted on
the basis of the respective  Uncertificated  Principal Balances thereof for such
Distribution Date.

        (b) With  respect to REMIC II Regular  Interest  MT-AIO and the first 29
Distribution  Dates, 2.00%, and with respect to REMIC II Regular Interest MT-AIO
and any Distribution Date thereafter, 0.00% per annum.

        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


                                              45

<PAGE>



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.  97.25% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates,  other than
the Class  A-IO  Certificates,  in  proportion  to the  outstanding  Certificate
Principal  Balances of their  respective  Certificates;  1% of all of the Voting
Rights shall be allocated  among Holders of the Class A-IO  Certificates;  1% of
all of the Voting  Rights shall be  allocated  among the Holders of the Class SB
Certificates,  respectively;  0.25%, 0.25% and 0.25% of all of the Voting Rights
shall be  allocated  among the  Holders of the Class  R-I,  Class R-II and Class
R-III  Certificates,  respectively;  in each  case  to be  allocated  among  the
Certificates  of such  Class in  accordance  with  their  respective  Percentage
Interest.






                                              46

<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,  the Depositor  delivered or caused to be delivered
hereunder to the Trustee the Policy,  and 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) 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  assignment  or  assignments  of  the  Mortgage  with  evidence  of
        recording indicated thereon;



                                              47

<PAGE>



               (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.

        The Depositor  may, in lieu of delivering  the original of the documents
set forth in Section  2.01(b)(ii),  (iii),  (iv) and (v) (or  copies  thereof as
permitted by Section  2.01(b)) 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 in the next sentence.  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)(ii),  (iii),
(iv) and (v) (or copies  thereof as permitted by such  Section) for any Mortgage
Loan and (ii) a written  request by the Trustee to deliver those  documents with
respect  to any or all of the  Mortgage  Loans  then  being  held by the  Master
Servicer,  the Master Servicer shall deliver a complete set of such documents to
the Trustee or the Custodian or Custodians  that are the duly appointed agent or
agents of the Trustee.

        (c) In  connection  with any  Mortgage  Loan,  if the  Depositor  cannot
deliver the original of 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(iii) of Section  2.01(b),  except (a) in states where,  in the opinion of
counsel  acceptable to the Trustee,  the Insurer 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. If any Assignment is lost or
returned  unrecorded  to the  Depositor  because  of  any  defect  therein,  the
Depositor shall prepare a substitute Assignment or cure such defect, as the case
may be,  and cause  such  Assignment  to be  recorded  in  accordance  with this
paragraph.  The Depositor shall promptly deliver or cause to be delivered to the
Trustee or the respective Custodian such Mortgage or Assignment (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.

        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.

        Any of the items set forth in Sections 2.01(b)(ii),  (iii), (iv) and (v)
that may be delivered as a copy rather than the original may be delivered to the
Trustee or the Custodian.


                                              48

<PAGE>




        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.

        (d) 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) the
related  Mortgage  Note and Mortgage,  and (ii) any  insurance  policies and all
other documents in the related  Mortgage File, (B) all amounts payable  pursuant
to the Mortgage  Loans in accordance  with the terms thereof and (C) any and all
general  intangibles  consisting  of,  arising  from or  relating  to any of the
foregoing, and all proceeds of the conversion,  voluntary or involuntary, of the
foregoing  into  cash,  instruments,  securities  or other  property,  including
without  limitation  all  amounts  from  time to time  held or  invested  in the
Certificate  Account  or the  Custodial  Account,  whether  in the form of cash,
instruments, securities or other property and (2) an assignment by the 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


                                              49

<PAGE>



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, with a
copy delivered to the Insurer,  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.

        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)  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,  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
Certification")  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.  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  shall  promptly so notify the Master  Servicer  and the
Depositor;


                                              50

<PAGE>



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  or the  Insurer,  the  Master  Servicer  shall
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  (except for
the Insurer's rights under the Insurance Agreement).

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 and the Insurer 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;



                                              51

<PAGE>



               (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
          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.



                                              52

<PAGE>



It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective  Mortgage Files to
the Trustee or any Custodian. Upon discovery by either the Depositor, the Master
Servicer,  the  Insurer,  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 or the Insurer 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  (except for the  Insurer's  rights under Section 3.03 of the
Insurance Agreement).

        (b) The Depositor hereby  represents and warrants to the Trustee for the
benefit of the  Certificateholders  and the Insurer  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 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
Insurer,  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  or the Insurer in any Mortgage
Loan, the party  discovering such breach shall give prompt written notice to the
other parties  (including the Insurer) (any Custodian being so obligated under a
Custodial  Agreement);  provided,  however, that in the event of a breach of the
representation  and  warranty  set  forth in  Section  2.03(b)(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


                                              53

<PAGE>



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  (other than the
Insurer)  or the  Trustee on behalf of the  Certificateholders  (other  than the
Insurer).  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,
the  Insurer  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  or  the  Insurer  in  such  Mortgage  Loan,  the  party
discovering  such breach shall give prompt  written  notice to the other parties
(including  the Insurer)  (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,  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


                                              54

<PAGE>



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  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 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 or REMIC
III 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 such a breach has occurred and
is continuing shall constitute the sole remedy  respecting such breach available
to the  Certificateholders  (other than the Insurer) or the Trustee on behalf of
the  Certificateholders  (other  than the  Insurer).  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.



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Section 2.05.  Execution  and  Authentication  of  Certificates;  Conveyance  of
     Uncertificated REMIC 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 for the benefit of the Holders of the REMIC
II Regular Interests and the Holders of the Class R-II Certificates. The Trustee
acknowledges  receipt of the REMIC I Regular Interests (which is 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 II Regular  Interests and Holders of the
Class R-II Certificates. The interests evidenced by the Class R-II Certificates,
together with the REMIC II Regular  Interests,  constitute the entire beneficial
ownership interest in REMIC II.

        (c) 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 II Regular  Interests  for the  benefit  of the  holders of the
Regular Certificates and the Class R-III Certificates.  The Trustee acknowledges
receipt  of the  REMIC II  Regular  Interests  (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  Regular  Certificates  and  the  Class  R-III
Certificates.  The interests evidenced by the Class R-III Certificate,  together
with the  Regular  Certificates,  constitute  the  entire  beneficial  ownership
interest in REMIC III.

        (d) In exchange  for the REMIC II 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-III Certificates) the entire beneficial ownership interest in REMIC III.




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<PAGE>



                                   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(R) System, it becomes
necessary to remove any Mortgage Loan from  registration  on the MERS(R)  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
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 or
REMIC III to fail to qualify as a REMIC under the Code. The Trustee shall


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<PAGE>



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.

        (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  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


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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  or the
Insurer.

        (b) As part of its servicing activities hereunder,  the Master Servicer,
for the benefit of the Trustee,  the Insurer 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.

        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.


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        Section 3.04. Liability of the Master Servicer.

        Notwithstanding  any  Subservicing  Agreement,  any of the provisions of
this  Agreement  relating  to  agreements  or  arrangements  between  the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee,
the Insurer 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.

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.

        (c) Unless an Insurer Default exists, the Master Servicer will, if it is
authorized to do so under the relevant Subservicing  Agreement,  upon request of
the Insurer at a time when the Insurer may remove the Master  Servicer under the
terms hereof, terminate any Subservicing Agreement.


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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 or the Insurer (taking into account any
estimated  Realized  Loss that  might  result  absent  such  action),  provided,
however,  that the  Master  Servicer  may not  modify  materially  or permit any
Subservicer  to modify any  Mortgage  Loan,  including  without  limitation  any
modification  that would  change the Mortgage  Rate,  forgive the payment of any
principal or interest  (unless in connection with the liquidation of the related
Mortgage Loan or except in connection  with  prepayments to the extent that such
reamortization  is not  inconsistent  with the terms of the Mortgage  Loan),  or
extend the final maturity date of such Mortgage Loan,  unless such Mortgage Loan
is in default  or, in the  judgment  of the  Master  Servicer,  such  default is
reasonably  foreseeable.  In connection with any Curtailment of a Mortgage Loan,
the  Master  Servicer,  to the  extent  not  inconsistent  with the terms of the
Mortgage  Note and local law and  practice,  may permit the Mortgage  Loan to be
re-amortized  such that the Monthly  Payment is  recalculated  as an amount that
will  fully  amortize  the  remaining  Stated  Principal  Amount  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.

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

        (i)  All  payments  on  account  of   principal,   including   Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal component
of any Subservicer Advance or of


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any REO Proceeds  received in  connection  with an REO Property for which an REO
Disposition has occurred;

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

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

        (iv) All proceeds of any Mortgage  Loans  purchased  pursuant to Section
2.02,  2.03 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; and

        (v) Any amounts required to be deposited  pursuant to Section 3.07(c) or
3.21 and any payments or collections received consisting of prepayment charges.

        The foregoing requirements for deposit in the Custodial Account shall be
exclusive,  it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund  (consisting  of  payments  in respect of  principal  and  interest  on the
Mortgage  Loans due on or before the Cut-off  Date) and payments or  collections
consisting  of late  payment  charges  or  assumption  fees  may but need not be
deposited  by the Master  Servicer in the  Custodial  Account.  In the event any
amount not required to be deposited in the  Custodial  Account is so  deposited,
the Master  Servicer  may at any time  withdraw  such amount from the  Custodial
Account,  any provision  herein to the contrary  notwithstanding.  The Custodial
Account  may contain  funds that  belong to one or more trust funds  created for
mortgage  pass-through  certificates of other series and may contain other funds
respecting  payments  on  mortgage  loans  belonging  to the Master  Servicer or
serviced  or master  serviced  by it on behalf of others.  Notwithstanding  such
commingling of funds,  the Master  Servicer  shall keep records that  accurately
reflect the funds on deposit in the Custodial  Account that have been identified
by it as being  attributable  to the Mortgage  Loans.  With respect to Insurance
Proceeds, Liquidation Proceeds, REO Proceeds and the proceeds of the purchase of
any Mortgage Loan pursuant to Sections 2.02,  2.03, 2.04, 4.07 and 4.08 received
in any calendar  month,  the Master  Servicer may elect to treat such amounts as
included in the Available  Distribution  Amount for the Distribution Date in the
month of  receipt,  but is not  obligated  to do so. If the Master  Servicer  so
elects,  such  amounts  will be deemed to have been  received  (and any  related
Realized  Loss  shall be deemed to have  occurred)  on the last day of the month
prior to the receipt thereof.

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


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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,  the
Insurer and each Rating  Agency.  The  Subservicer  will be required  thereby to
deposit into the Subservicing  Account on a daily basis all proceeds of Mortgage
Loans received by the Subservicer,  less its Subservicing  Fees and unreimbursed
advances and expenses, to the extent permitted by the Subservicing Agreement. If
the Subservicing  Account is not an Eligible Account,  the Master Servicer shall
be deemed to have received such monies upon receipt thereof by the  Subservicer.
The  Subservicer  shall not be required to deposit in the  Subservicing  Account
payments or  collections  consisting  of late  charges or  assumption  fees,  or
payments or collections  received consisting of prepayment charges to the extent
that the  Subservicer  is  entitled  to  retain  such  amounts  pursuant  to the
Subservicing  Agreement.  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 and the  Certificate  Insurer  Premium
Modified Rate, 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).


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        (c) In addition to the Custodial  Account and the  Certificate  Account,
the Master Servicer shall for any Nonsubserviced  Mortgage Loan, and shall cause
the Subservicers  for Subserviced  Mortgage Loans to, establish and maintain one
or more Servicing  Accounts and deposit and retain therein all collections  from
the  Mortgagors  (or  advances  from  Subservicers)  for the  payment  of taxes,
assessments,  hazard insurance premiums,  Primary Insurance Policy premiums,  if
applicable,  or  comparable  items  for  the  account  of the  Mortgagors.  Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent  permitted by the Program  Guide or as is otherwise  acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts  related to the Mortgage  Loans from the Servicing  Accounts may be made
only to effect timely payment of taxes, assessments,  hazard insurance premiums,
Primary  Insurance  Policy  premiums,  if applicable,  or comparable  items,  to
reimburse the Master Servicer or Subservicer out of related  collections for any
payments made  pursuant to Sections 3.11 (with respect to the Primary  Insurance
Policy)  and  3.12(a)  (with  respect  to  hazard  insurance),  to refund to any
Mortgagors  any sums as may be  determined to be overages,  to pay interest,  if
required,  to Mortgagors  on balances in the  Servicing  Account or to clear and
terminate  the  Servicing  Account  at the  termination  of  this  Agreement  in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing  duties,  the Master Servicer shall,  and the  Subservicers  will,
pursuant to the  Subservicing  Agreements,  be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.

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

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

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

        Section 3.10. Permitted Withdrawals from the Custodial Account.

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



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<PAGE>



               (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,  4.07 or 4.08)  which  represent  (A) Late  Collections  of
        Monthly  Payments  for  which any such  advance  was made in the case of
        Subservicer  Advances or Advances  pursuant to Section 4.04 and (B) 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) plus the Certificate Insurer Premium Modified Rate on the
        amount  specified in the  amortization  schedule of the related Mortgage
        Loan as the  principal  balance  thereof at the  beginning of the period
        respecting  which  such  interest  was paid after  giving  effect to any
        previous Curtailments;

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

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

               (vi) to pay to itself, a Subservicer,  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, 4.08 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;


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               (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

               (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 made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial  Account of amounts on deposit  therein  attributable  to the Mortgage
Loans  on any  Certificate  Account  Deposit  Date  succeeding  the date of such
determination.  Such  right of  reimbursement  in  respect  of a  Nonrecoverable
Advance  on any such  Certificate  Account  Deposit  Date shall be limited to an
amount  not   exceeding  the  portion  of  such  advance   previously   paid  to
Certificateholders (and 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


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<PAGE>



having a rating equal to or better than the lower of the then-current  rating or
the rating  assigned to the  Certificates  as of the Closing Date by such Rating
Agency.

        (b) In connection with its activities as  administrator  and servicer of
the  Mortgage  Loans,  the  Master  Servicer  agrees to  present or to cause the
related  Subservicer  to  present,  on  behalf  of  the  Master  Servicer,   the
Subservicer,  if any, the Trustee 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 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,  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 are located at the time of origination of
such Mortgage  Loan in a federally  designated  special  flood hazard area,  the
Master  Servicer  shall cause flood  insurance  (to the extent  available) to be
maintained in respect thereof.  Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged  Property on a replacement  cost basis and (ii) the maximum amount
of such  insurance  available  for the  related  Mortgaged  Property  under  the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).In the


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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 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


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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 or REMIC III 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  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
without  any  right  of  reimbursement  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 or REMIC III 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


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<PAGE>



of REMIC I, REMIC II or REMIC III 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 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


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Classes  or the  Insurer  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,
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.



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        (c) In the event  that the  Trust  Fund  acquires  any REO  Property  as
aforesaid  or otherwise in  connection  with a default or imminent  default on a
Mortgage Loan, the Master  Servicer on behalf of the Trust Fund shall dispose of
such REO  Property  within  three  full  years  after  the  taxable  year of its
acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (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 or REMIC III 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 and the Insurer an Opinion of Counsel,  addressed  to the  Trustee,  the
Insurer  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 or REMIC III 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 or REMIC III 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  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);  fifth, to the Insurer for reimbursement for any
payments  made pursuant to the Policy to the extent not  reimbursed  pursuant to
Section 4.02(c)(iv); and sixth, to Foreclosure Profits.

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



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        (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.

        (c) The Trustee or the Master  Servicer on the  Trustee's  behalf  shall
execute and deliver to the Master Servicer,  if necessary,  any court pleadings,
requests for trustee's sale or other  documents  necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment  against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a  deficiency  judgment,  or to  enforce  any  other  remedies  or rights
provided by the Mortgage  Note or Mortgage or  otherwise  available at law or in
equity.  Together  with such  documents or pleadings (if signed by the Trustee),
the Master  Servicer  shall deliver to the Trustee a certificate  of a Servicing
Officer requesting that such pleadings or documents be executed by the


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<PAGE>



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 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 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 shall
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) shall not withdraw from the Custodial Account or Certificate
Account any such


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amount to which it is entitled  pursuant to Section 3.07(c) or 4.01(b) and (iii)
shall 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,  Compensating  Interest shall be used on
such  Distribution  Date to cover  any  Prepayment  Interest  Shortfalls  on the
Mortgage 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 and
the Insurer 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
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,  the Insurer 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


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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 Insurer hereby
is so identified. 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 4.07, 4.08 or 9.01 in
respect of the Mortgage Loans, (iv) any prepayment charges on the Mortgage Loans
received  during  the  related  Prepayment  Period,  (v) an amount  equal to the
Certificate Insurer Premium payable on such Distribution Date and (vi) all other
amounts  constituting  the  Available  Distribution  Amount for the  immediately
succeeding  Distribution  Date.  In  addition,  as and to  the  extent  required
pursuant to Section  4.10(b),  the Trustee  shall  withdraw  from the  Insurance
Account and deposit into the Certificate Account the amount necessary to pay the
Insured  Amount  on each  Distribution  Date to the  extent  received  from  the
Insurer.

        (b) On each Distribution  Date, prior to making any other  distributions
referred  to in  Section  4.02  herein,  the  Trustee  shall  withdraw  from the
Certificate  Account and pay to the  Insurer,  by wire  transfer of  immediately
available funds to the Insurer Account, the Certificate Insurer Premium for such
Distribution  Date.  The Trustee  shall  deposit any amounts  received  from the
Insurer pursuant to the Policy into the Insurance Account.  The amount necessary
to pay any Insured  Amount shall be  distributed  on the  immediately  following
Distribution Date as part of the Available Distribution Amount, as applicable.

        (c) The Trustee shall,  upon written  request from the Master  Servicer,
invest or cause the institution  maintaining  the Certificate  Account to invest
the funds in the Certificate Account in Permitted Investments  designated in the
name of the Trustee for the benefit of the  Certificateholders  and the Insurer,
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.



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        (a) On each  Distribution  Date,  the  Trustee  (or the Paying  Agent on
behalf of the Trustee) shall allocate and distribute the Principal  Distribution
Amount to the extent on deposit in the Certificate  Account for such date to the
interests  issued in respect of REMIC I, REMIC II and REMIC III as  specified in
this Section.

        (b)  (1)On  each  Distribution  Date,  the  following  amounts,  in  the
following  order of  priority,  shall be  distributed  by REMIC I to REMIC II on
account of the REMIC I Regular Interests:

               (i) to the extent of the Available  Distribution Amounts,  first,
        to the Holders of REMIC I Regular  Interests LT-A-2 through LT-A-30,  in
        an amount equal to

                    (A)   the   Uncertificated   Accrued   Interest   for   such
               Distribution Date, plus

                    (B) any  amounts in respect  thereof  remaining  unpaid from
               previous Distribution Dates and

second, to Holders of REMIC I Regular Interest LT-A-1 in an amount equal to

                    (A)   the   Uncertificated   Accrued   Interest   for   such
               Distribution Date, plus

                    (B) any  amounts in respect  thereof  remaining  unpaid from
               previous Distribution Dates; and

               (ii) to the  Holders of REMIC I Regular  Interests,  in an amount
        equal to the  remainder of the  Available  Distribution  Amount for such
        Distribution  Date after the  distributions  made pursuant to clause (i)
        above, allocated in the following order of priority:

                      (A) to the  Holders  of REMIC I Regular  Interest  LT-A-1,
                      until  the  Uncertificated  Principal  Balance  of REMIC I
                      Regular Interest LT-A-1 is reduced to zero;

                      (B) to the  Holders  of REMIC I Regular  Interests  LT-A-2
                      through LT-A- 30,  sequentially,  until the Uncertificated
                      Principal Balance of each such REMIC I Regular Interest is
                      reduced to zero; and

                      (C) any  remaining  amount to the Holders of the Class R-I
Certificates.

               (2) On each  Distribution  Date,  the following  amounts,  in the
following  order of priority,  shall be  distributed by REMIC II to REMIC III on
account of the REMIC II Regular Interests:

                      (i) to the extent of the  Available  Distribution  Amount,
        first, to the Holders of REMIC II Regular Interest MT-AIO,  in an amount
        equal  to (A) the  related  Uncertificated  Accrued  Interest  for  such
        Distribution  Date,  plus (B) any amounts in respect  thereof  remaining
        unpaid from previous  Distribution  Dates, and second, to the Holders of
        REMIC II Regular  Interest MT-AA,  REMIC II Regular  Interest MT-A-1 and
        REMIC II


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<PAGE>



        Regular  Interest MT-ZZ, pro rata, in an amount equal to (A) the related
        Uncertificated Accrued Interest for such Distribution Date, plus (B) any
        amounts in respect thereof  remaining unpaid from previous  Distribution
        Dates. Amounts payable as Uncertificated  Accrued Interest in respect of
        REMIC II  Regular  Interest  MT-ZZ  shall be  reduced  when the REMIC II
        Overcollateralization   Amount  is  less  than  the  REMIC  II  Required
        Overcollateralization  Amount,  by the  lesser of (x) the amount of such
        difference and (y) the REMIC II Regular  Interest MT-ZZ Maximum Interest
        Deferral Amount, and such amount will be payable to the Holders of REMIC
        II   Regular   Interest   MT-A-1   in  the   same   proportion   as  the
        Overcollateralization  Increase  Amount  is  allocated  to the Class A-1
        Certificates; and

               (ii) on each  Distribution  Date,  to the  Holders  of  REMIC  II
        Regular  Interests  (other than REMIC II Regular  Interest MT-AIO) in an
        amount equal to the remainder of the Available Distribution Amount after
        the  distributions  made  pursuant  to clause  (i) above,  allocated  as
        follows (except as provided  below):  (A) to the Holders of the REMIC II
        Regular   Interest   MT-AA,   98.00%   of  such   remainder   until  the
        Uncertificated  Principal  Balance of such REMIC II Regular  Interest is
        reduced to zero;  (B) to the  Holders  of the REMIC II Regular  Interest
        MT-A-1,  1.00% of such  remainder,  in the same  proportion as principal
        payments  are  allocated  to  the  Class  A-1  Certificates   until  the
        Uncertificated  Principal  Balance of such REMIC II Regular  Interest is
        reduced to zero;  (C) to the  Holders  of the REMIC II Regular  Interest
        MT-ZZ,  1.00%  of such  remainder  until  the  Uncertificated  Principal
        Balance of such REMIC II Regular  Interest  is reduced to zero;  and (D)
        any  remaining  amounts to the  Holders of the Class R-II  Certificates;
        provided,  however, that 98.00% and 2.00% of any principal payments that
        are  attributable to a  Overcollateralization  Reduction Amount shall be
        allocated to Holders of the REMIC II Regular Interest MT-AA and REMIC II
        Regular Interest MT-ZZ, respectively.

               (3)  Notwithstanding  the  distributions  on  the  REMIC  Regular
Interests  described in this  Section  4.02(b),  distribution  of funds from the
Certificate Account shall be made only in accordance with Section 4.02(c).

        (c) On each  Distribution  Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent  appointed by the Trustee,  shall  distribute to
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 with respect to
each Class of  Certificates,  shall be based on the aggregate of the  Percentage
Interests  represented  by  Certificates  of the  applicable  Class held by such
Holder of the following amounts, in the following order of priority,  subject to
the  provisions  of Section  4.02(d) and (f)), in each case to the extent of the
Available  Distribution  Amount on deposit in the Certificate  Account (or, with
respect to clause (xi) below, to the extent of prepayment  charges on deposit in
the Certificate Account):



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<PAGE>



               (i)  to  the  Class  A  Certificateholders,  Accrued  Certificate
        Interest payable on such  Certificates with respect to such Distribution
        Date, plus any Accrued  Certificate  Interest  remaining unpaid from any
        prior Distribution Date, less any Prepayment  Interest Shortfalls on the
        Mortgage  Loans,  to the extent not  covered  by  Compensating  Interest
        pursuant to Section 3.16, allocated to the Class A Certificateholders as
        described in Section 4.02(g) (the "Interest Distribution Amount"),  with
        such amount allocated among the Class A Certificateholders on a pro rata
        basis;

               (ii)  to  the  Class  A-1   Certificateholders,   the   Principal
        Distribution  Amount (other than clauses (iv) and (v) of the  definition
        thereof),  until  the  Certificate  Principal  Balance  of the Class A-1
        Certificates has been reduced to zero;

               (iii) to the Class A-1  Certificateholders,  from the Excess Cash
        Flow, an amount equal to the Realized  Losses (other than Excess Losses)
        on the Mortgage Loans during the immediately preceding Due Period, which
        amount shall be included in the Principal Distribution Amount, until the
        Certificate  Principal  Balance of the Class A-1  Certificates  has been
        reduced to zero;

               (iv) to the Insurer,  from the amount,  if any, of the  Available
        Distribution  Amount  remaining  after the foregoing  distributions,  in
        respect of any Cumulative Insurance Payments;

               (v)    to    the     Class    A-1     Certificateholders,     any
        Overcollateralization  Increase Amount,  to the extent of the excess, if
        any, of the Certificate  Principal Balance of the Class A-1 Certificates
        over the aggregate Stated Principal Balance of the Mortgage Loans;

               (vi)  after the June  2003  Distribution  Date,  to the Class A-1
        Certificateholders,   from  the  amount,   if  any,  of  the   Available
        Distribution  Amount  remaining after the foregoing  distributions,  the
        Overcollateralization  Increase Amount for such Distribution Date, which
        amount shall be included in the Principal Distribution Amount, until the
        Certificate  Principal  Balance of the Class A-1  Certificates  has been
        reduced to zero;

               (vii) to the Class A-1  Certificateholders  from the  amount,  if
        any, of the Available  Distribution Amount remaining after the foregoing
        distributions,   the  amount  of  any  Prepayment   Interest  Shortfalls
        allocated  thereto with respect to the Mortgage Loans, to the extent not
        covered by Compensating Interest on such Distribution Date;

               (viii) to the Class A-1  Certificateholders  from the amount,  if
        any, of the Available  Distribution Amount remaining after the foregoing
        distributions,   the  amount  of  any  Prepayment   Interest  Shortfalls
        allocated  thereto  remaining  unpaid  from  prior   Distribution  Dates
        together with interest thereon at the related Pass-Through Rate;

               (ix) to the Class SB Certificateholders, from the amount, if any,
        of the  Available  Distribution  Amount  remaining  after the  foregoing
        distributions,  the amount of any Overcollateralization Reduction Amount
        for such Distribution Date to the extent of any Diverted Excess Spread;


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<PAGE>



               (x) to the Class SB Certificates, from the amount, if any, of the
        Available    Distribution   Amount   remaining   after   the   foregoing
        distributions,  the sum of (A) Accrued Certificate  Interest thereon and
        (B) the amount of any  Overcollateralization  Reduction  Amount for such
        Distribution Date;

               (xi) to the Class SB Certificates,  the amount of any payments or
        collections  consisting of prepayment  charges  received on the Mortgage
        Loans (which amounts shall not be included in the Available Distribution
        Amount) and for any  Distribution  Date after the Certificate  Principal
        Balance  of the Class A-1  Certificate  has been  reduced  to zero,  the
        Overcollateralization Amount; and

               (xii) to the Class R-III Certificateholders, the balance, if any,
          of the Available Distribution Amount.

        (d) On each Distribution Date, the Principal Distribution Amount will be
paid to the Class A-1  Certificates,  until the  Certificate  Principal  Balance
thereof has been reduced to zero.

        (e) Within five Business Days before the related  Distribution Date, the
Master Servicer shall notify the Trustee of the amounts,  if any, payable to the
Insurer pursuant to Section 4.02(c)(iv).

        (f)  Notwithstanding the foregoing clause (c), upon the reduction of the
Certificate  Principal Balance of the Class A-1 Certificates to zero, such Class
of  Certificates  will not be  entitled  to further  distributions  pursuant  to
Section  4.02,  including,  without  limitation,  the  payment  of  current  and
unreimbursed  Prepayment  Interest  Shortfalls  pursuant to clauses (c)(vii) and
(c)(viii).

        (g)  Any  Prepayment  Interest  Shortfalls  which  are  not  covered  by
Compensating  Interest as described in Section 3.16 will be allocated  among the
Class  A  Certificates  pro  rata in  accordance  with  the  amount  of  Accrued
Certificate  Interest that would have accrued on that  Certificate  absent these
shortfalls.  Any such  uncovered  Prepayment  Interest  Shortfalls  will be paid
solely  pursuant to Section  4.02(c)(vii)  and (viii),  to the extent  funds are
available therefor.

        (h) 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),  and within each
such Class to the Certificateholders of record as of the Record Date immediately
preceding the date of such  distribution (or if such Class of Certificates is no
longer outstanding,  to the  Certificateholders  of record at the time that such
Realized Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent  recoveries  related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other


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<PAGE>



amounts paid in reimbursement  therefor, the amount of the related Realized Loss
that was  allocated  to such Class of  Certificates.  For the  purposes  of this
Section  4.02(h) any  allocation  of a Realized Loss to Excess Cash Flow will be
treated  as an  allocation  of a  Realized  Loss to the  Class  A  Certificates.
Notwithstanding  the foregoing,  to the extent that the Master Servicer receives
recoveries  with respect to Realized  Losses which were allocated to the related
Class A Certificates  and which were paid by the Insurer  pursuant to the Policy
and not previously  reimbursed pursuant to Section 4.02(c)(iv),  such recoveries
shall be paid  directly  to the  Insurer  and  applied to reduce the  Cumulative
Insurance  Payments then due to the Insurer prior to any payment of such amounts
to any current Certificateholder or any previous Certificateholder.  Any amounts
to be so  distributed  shall not be  remitted to or  distributed  from the Trust
Fund, and shall constitute  subsequent recoveries with respect to Mortgage Loans
that are no longer assets of the Trust Fund.

        (i) 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.

        (j) 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; Exchange Act Reporting.

        (a)  Concurrently  with each  distribution  charged  to the  Certificate
Account and with respect to each  Distribution  Date the Master  Servicer  shall
forward to the Trustee and the Trustee shall  forward by mail or otherwise  make
available   electronically  on  its  website  (which  may  be  obtained  by  any
Certificateholder  by telephoning the Trustee at (877) 722-1095) to each Holder,
the  Insurer  and  the  Depositor  a  statement   setting  forth  the  following
information  as to  each  Class  of  Certificates,  in each  case to the  extent
applicable:



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<PAGE>



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

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

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

               (iv) the  amount  of any  Advance  by the  Master  Servicer  with
          respect to the Mortgage Loans pursuant to Section 4.04;

               (v) the number of Mortgage Loans and the Stated Principal Balance
        after  giving   effect  to  the   distribution   of  principal  on  such
        Distribution Date;

               (vi) the  aggregate  Certificate  Principal  Balance or  Notional
        Amount, as applicable,  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 Mortgage
        Loans that are Delinquent (A) one month, (B) two months and (C) three or
        more months and the number and aggregate  principal  balance of Mortgage
        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 Mortgage Loans
        incurred since the Cut-off Date;

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

               (xii) the amount of any Insured Amount paid on such  Distribution
        Date,  the amount of any  reimbursement  payment  made to the Insurer on
        such Distribution Date pursuant to Section 4.02(c)(iv) and the amount of
        Cumulative  Insurance  Payments  after giving effect to any such Insured
        Amount or any such reimbursement payment to the Insurer;



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<PAGE>



               (xiii) the  Pass-Through  Rate on each Class of Certificates  and
          the Adjusted Net WAC Cap Rate;

               (xiv)  the Prepayment Interest Shortfalls;

               (xv)   the   Overcollateralization   Amount   and  the   Required
          Overcollateralization Amount following such Distribution Date;

               (xvi) the  number and  aggregate  principal  balance of  Mortgage
          Loans repurchased under Section 4.07 or Section 4.08;

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

               (xviii)the  weighted  average  remaining  term to maturity of the
        Mortgage  Loans after giving effect to the amounts  distributed  on such
        Distribution Date; and

               (xix) the weighted  average  Mortgage Rates of the Mortgage Loans
        after  giving  effect to the amounts  distributed  on such  Distribution
        Date.

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

        (b) Within a  reasonable  period of time after the end of each  calendar
year,  the Master  Servicer  shall  prepare,  or cause to be  prepared,  and 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.

        (d) The Master Servicer shall, on behalf of the Depositor and in respect
of the Trust Fund,  sign and cause to be filed with the  Commission any periodic
reports  required to be filed under the  provisions of the Exchange Act, and the
rules and  regulations  of the  Commission  thereunder.  In connection  with the
preparation  and filing of such  periodic  reports,  the  Trustee  shall  timely
provide to the Master Servicer (I) a list of  Certificateholders as shown on the
Certificate Register as of the


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end of each calendar year, (II) copies of all pleadings, other legal process and
any other documents relating to any claims,  charges or complaints involving the
Trustee,  as  trustee  hereunder,  or the Trust  Fund that are  received  by the
Trustee,  (III)  notice  of all  matters  that,  to the  actual  knowledge  of a
Responsible  Officer  of the  Trustee,  have  been  submitted  to a vote  of the
Certificateholders,  other than those matters that have been submitted to a vote
of  the  Certificateholders  at  the  request  of the  Depositor  or the  Master
Servicer, and (IV) notice of any failure of the Trustee to make any distribution
to the  Certificateholders  as required pursuant to this Agreement.  Neither the
Master  Servicer nor the Trustee  shall have any  liability  with respect to the
Master  Servicer's  failure to properly  prepare or file such  periodic  reports
resulting  from or relating  to the Master  Servicer's  inability  or failure to
obtain any information  not resulting from the Master  Servicer's own negligence
or willful  misconduct.  Any Form 10-K filed with the  Commission  in connection
with this clause (d) shall include a certification, signed by the senior officer
in  charge  of the  servicing  functions  of the  Master  Servicer,  in the form
attached  as  Exhibit  R-1  hereto  or such  other  form as may be  required  or
permitted by the Commission (the "Form 10-K Certification"),  in compliance with
Rule 13a-14 and 15d-14 under the Exchange Act and any  additional  directives of
the  Commission.  In connection  with the Form 10-K  Certification,  the Trustee
shall provide the Master Servicer with a back-up certification  substantially in
the form attached  hereto as Exhibit R-2. This Section 4.03(d) may be amended in
accordance with this Agreement without the consent of the Certificateholders.

        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,  the
Insurer,  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 Available Distribution
Amount, (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
Certificate  Insurer  Premium  and,  if the Master  Servicer  determines  that a
Deficiency  Amount exists for such  Distribution  Date, the amount  necessary to
complete the notice in the form of Exhibit A to the Policy (the "Notice"),  (iv)
the amount of Prepayment Interest Shortfalls,  and (v) 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. 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
sum of (A) the aggregate  amount of Monthly Payments other than Balloon Payments
(with each interest  portion  thereof  adjusted to a per annum rate equal to the
Net Mortgage Rate plus the


                                              85

<PAGE>



Certificate  Insurer Premium  Modified Rate, if applicable),  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  and (B) with
respect to each Balloon Loan  delinquent in respect of its Balloon Payment as of
the close of business on the related  Determination Date, an amount equal to the
excess,  if any, of interest on the unpaid principal  balance thereof (with each
interest  portion thereof adjusted to a per annum rate equal to the Net Mortgage
Rate plus the Certificate  Insurer Premium  Modified Rate, if applicable),  over
any payments of interest (with each interest  portion thereof  adjusted to a per
annum rate equal to the Net Mortgage Rate)  received from the related  Mortgagor
as of the close of business on the related  Determination  Date and allocable to
the Due Date during the  related  Due Period for each month  until such  Balloon
Loan is  finally  liquidated,  (ii)  withdraw  from  amounts  on  deposit in the
Custodial Account and deposit in the Certificate Account all or a portion of the
Amount Held for Future  Distribution in discharge of any such Advance,  or (iii)
make advances in the form of any  combination  of (i) and (ii)  aggregating  the
amount of such Advance.  Any portion of the Amount Held for Future  Distribution
so used shall be replaced by the Master  Servicer by deposit in the  Certificate
Account on or before 11:00 A.M. New York time on any future Certificate  Account
Deposit Date to the extent that funds  attributable  to the Mortgage  Loans that
are available in the Custodial Account for deposit in the Certificate Account on
such   Certificate   Account  Deposit  Date  shall  be  less  than  payments  to
Certificateholders  required to be made on the following  Distribution Date. The
Master  Servicer  shall be entitled to use any Advance made by a Subservicer  as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before  such  Distribution  Date as part of the  Advance  made by the  Master
Servicer pursuant to this Section 4.04.The  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,  the Insurer 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 and the Insurer of its inability to advance (such notice may be given by
telecopy),  not later  than 3:00  P.M.,  New York time,  on such  Business  Day,
specifying  the portion of such  amount  that it will be unable to deposit.  Not
later than 3:00 P.M., New York time, on the Certificate Account Deposit Date the
Trustee  shall,  unless by 12:00  Noon,  New York time,  on such day the Trustee
shall have been notified in writing (by telecopy) that the Master Servicer shall
have directly or indirectly deposited in the Certificate Account such portion of
the  amount of the  Advance  as to which the  Master  Servicer  shall have given
notice  pursuant  to the  preceding  sentence,  pursuant  to Section  7.01,  (a)
terminate all of the rights and  obligations  of the Master  Servicer under this
Agreement  in  accordance  with  Section  7.01 and (b)  assume  the  rights  and
obligations  of the Master  Servicer  hereunder,  including  the  obligation  to
deposit  in the  Certificate  Account  an amount  equal to the  Advance  for the
immediately  succeeding  Distribution  Date.  In  connection  with the preceding
sentence,  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.


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        (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.

        (1)           (A) All Realized  Losses on the Mortgage Loans (other than
                      Excess Losses) shall be allocated as follows:

                      first,   to  Excess  Cash  Flow  as  provided  in  Section
                      4.02(c)(iii),  to the extent of the  Excess  Cash Flow for
                      such Distribution Date;

                      second, in reduction of the Overcollateralization  Amount,
                      until the earlier of: (1) such amount has been  reduced to
                      zero or (2) the Certificate Principal Balance of the Class
                      A-1  Certificates  equals the aggregate  Stated  Principal
                      Balance of the Mortgage Loans; and

                      third,  to the extent not  covered by the  Policy,  to the
                      Class A-1  Certificates,  until the Certificate  Principal
                      Balance of such Class has been reduced to zero.

          (B)  Any  Excess  Losses on the  Mortgage  Loans,  to the  extent  not
               covered  by the  Policy,  will  be  allocated  to the  Class  A-1
               Certificates, in an amount equal to the product of (a) the Excess
               Losses  and (b) the  fraction,  expressed  as a  percentage,  the
               numerator of which is (x) the  Certificate  Principal  Balance of
               the Class A-1  Certificates,  and the denominator of which is (y)
               the aggregate Stated Principal Balance of the Mortgage Loans, and
               the   remainder   of  such  losses  shall  be  allocated  to  the
               Overcollateralization Amount in reduction of the amount thereof.



        (b) Any  allocation of the principal  portion of Realized  Losses (other
than  Debt  Service  Reductions)  to the Class A  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 provisions of Section  4.02(c).  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.

        (c) All Realized Losses on the Mortgage Loans shall be allocated on each
Distribution  Date to REMIC I Regular  Interest LT-A-1 until the  Uncertificated
Principal Balance thereof has been


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reduced to zero and then sequentially to REMIC I Regular Interest LT-A-2 through
LT-A-30 until the Uncertificated  Principal Balances of each has been reduced to
zero.

        (d) All Realized Losses on the Mortgage Loans shall be allocated on each
Distribution  Date to the following REMIC II Regular Interests (other than REMIC
II Regular Interest MT-AIO) in the specified percentages,  as follows: first, to
Uncertificated  Accrued Interest payable to the REMIC II Regular Interests MT-AA
and  MT-ZZ up to an  aggregate  amount  equal to the  excess of (a) the REMIC II
Interest Loss Allocation Amount over (b) Prepayment  Interest Shortfalls (to the
extent not covered by Compensating  Interest) relating to the Mortgage Loans for
such Distribution Date, 98% and 2%, respectively;  second, to the Uncertificated
Principal  Balances of the REMIC II Regular  Interests  MT-AA and MT-ZZ up to an
aggregate amount equal to the REMIC II Principal Loss Allocation Amount, 98% and
2%,  respectively;  third, to the Uncertificated  Principal Balances of REMIC II
Regular   Interests  MT-AA,   98%,   MT-A-1,   1%,  and  MT-ZZ,  1%,  until  the
Uncertificated  Balance of REMIC II Regular  Interest MT-A-1 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  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.


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        Section 4.08. Limited Mortgage Loan Repurchase Right.

        The Limited  Repurchase Right Holder will have the irrevocable option at
any time to purchase any of the Mortgage  Loans from the Trustee at the Purchase
Price,  up to a maximum of five Mortgage Loans. In the event that this option is
exercised  as to any five  Mortgage  Loans in the  aggregate,  this  option will
thereupon terminate.  If at any time the Limited Repurchase Right Holder makes a
payment to the Certificate Account covering the amount of the Purchase Price for
such a Mortgage Loan, and the Limited  Repurchase  Right Holder  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 Limited
Repurchase Right Holder without recourse to the Limited  Repurchase Right Holder
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 Limited
Repurchase Right Holder 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.  Any tax on "prohibited  transactions"
(as defined in Section  860F(a)(2) of the Code) imposed on any REMIC relating to
the  exercise of the option  provided in this  Section 4.08 shall in no event be
payable by the Trustee.

        Section 4.09. [Reserved].

        Section 4.10. The Policy.

        (a) If pursuant to Section  4.04(a)(iv),  the Master Servicer determines
and notifies the Trustee that a Deficiency  Amount exists for such  Distribution
Date, the Trustee shall complete the Notice and submit such Notice in accordance
with the Policy to the Insurer no later than 12:00 P.M.,  New York City time, on
the Business Day immediately preceding each Distribution Date, as a claim for an
Insured Amount (provided that the Trustee shall submit such notice on the second
Business Day immediately  preceding such  Distribution  Date if it is able to do
so) in an amount equal to such Deficiency Amount.

        (b) The Trustee shall  establish  and maintain the Insurance  Account on
behalf of the Holders of the Class A  Certificates.  Upon  receipt of an Insured
Amount from the Insurer on behalf of the Class A Certificateholders, the Trustee
shall  deposit  such Insured  Amount in the  Insurance  Account.  All amounts on
deposit in the Insurance Account shall remain  uninvested.  On each Distribution
Date,  the Trustee  shall  transfer  any  Insured  Amount then on deposit in the
Insurance  Account to the Certificate  Account.  The Trustee shall distribute on
each Distribution Date the Deficiency Amount for such Distribution Date from the
Certificate  Account,  together  with  the  distributions  due  to the  Class  A
Certificateholders on such Distribution Date, as follows: (i) the portion of any
such  Deficiency  Amount  related to clauses (i) and (ii) of the  definition  of
Deficiency Amount shall be distributed among the Class A Certificateholders on a
pro rata basis in accordance with their respective  shortfalls or allocations of
Realized Losses;  and (ii) the portion of any such Deficiency  Amount related to
clause (iii) of the definition of Deficiency  Amount shall be distributed to the
Class A Certificateholders in accordance with Section 9.01(c).



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        (c) The Trustee  shall (i) receive as  attorney-in-fact  of each Class A
Certificateholder  any Insured Amount from the Insurer and (ii)  distribute such
Insured Amount to such Class A Certificateholders as set forth in subsection (b)
above.  Insured  Amounts  disbursed by the Trustee  from  proceeds of the Policy
shall not be  considered  payment by the Trust Fund with  respect to the Class A
Certificates,  nor shall such disbursement of such Insured Amounts discharge the
obligations  of the Trust Fund with  respect  to the  amounts  thereof,  and the
Insurer shall become owner of such amounts to the extent covered by such Insured
Amounts as the deemed assignee of such Class A  Certificateholders.  The Trustee
hereby  agrees on behalf of each  Class A  Certificateholder  (and each  Class A
Certificateholder, by its acceptance of its Class A Certificates, hereby agrees)
for the benefit of the  Insurer  that the Trustee  shall  recognize  that to the
extent the Insurer pays Insured  Amounts,  either  directly or indirectly (as by
paying through the Trustee), to the Class A Certificateholders, the Insurer will
be entitled to be subrogated to the rights of the Class A Certificateholders  to
the extent of such payments.




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                                    ARTICLE V

                                THE CERTIFICATES

        Section 5.01. The Certificates.

        (a)  The  Class  A,  Class  SB  and  Class  R   Certificates   shall  be
substantially in the forms set forth in Exhibits A, B 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 Certificates shall be issuable
in minimum  dollar  denominations  of $25,000 and  integral  multiples  of $1 in
excess  thereof.  The Class SB  Certificates  shall be issuable  in  registered,
certificated  form  in  minimum  percentage  interests  of  5.00%  and  integral
multiples of 0.01% in excess thereof.  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  Certificates  shall  initially be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided below,  registration of such  Certificates may not be transferred by
the Trustee except to another  Depository that agrees to hold such  Certificates
for the respective  Certificate  Owners with Ownership  Interests  therein.  The
Certificate  Owners shall hold their  respective  Ownership  Interests in and to
each  such  Class  A  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


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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.

        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 8.11
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  8.11  and,  in  the  case  of  any  Class  SB  or 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.



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        (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 SB or
Class R 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 SB or Class R
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 preceding sentence, transfers of Class
SB or Class R 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 SB
or Class R 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) In the case of any  Class SB 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  SB 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


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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  paragraph  six of  Exhibit I or  paragraph  three of
Exhibit N (with respect to a Class SB  Certificate)  or in paragraph  fifteen 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 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.

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

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

               (B) In  connection  with any proposed  Transfer of any  Ownership
        Interest in a Class R Certificate, the Trustee shall require delivery to
        it, and shall not register the Transfer of any Class R Certificate until
        its receipt of,

                      (I) an affidavit and agreement (a "Transfer  Affidavit and
                      Agreement,"  in the form  attached  hereto as Exhibit 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  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


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                    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.

               (A) If any Disqualified  Organization  shall become a holder of a
        Class R Certificate,  then the last preceding Permitted Transferee shall
        be  restored,  to  the  extent  permitted  by  law,  to all  rights  and
        obligations as Holder thereof retroactive to the date of registration of
        such Transfer of such Class R Certificate. If a Non-United States Person
        shall become a holder of a Class R Certificate,  then the last preceding
        United States Person shall be restored,  to the extent permitted by law,
        to all rights and obligations as Holder thereof  retroactive to the date
        of  registration  of such  Transfer  of such Class R  Certificate.  If a
        transfer  of a  Class  R  Certificate  is  disregarded  pursuant  to the
        provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3,
        then the last preceding Permitted  Transferee shall be restored,  to the
        extent permitted by law, to all rights and obligations as Holder thereof
        retroactive to the date of registration of such Transfer of such Class R
        Certificate.  The Trustee  shall be under no liability to any Person for
        any  registration  of Transfer of a Class R Certificate  that is in fact
        not permitted by this Section  5.02(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.



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

        (iv)  The  Master  Servicer,  on  behalf  of  the  Trustee,  shall  make
available,  upon written request from the Trustee, all information  necessary to
compute any tax imposed

               (A) as a result of the  Transfer  of an  Ownership  Interest in a
               Class  R  Certificate   to  any  Person  who  is  a  Disqualified
               Organization,   including  the  information   regarding   "excess
               inclusions" of such Class R Certificates  required to be provided
               to the Internal  Revenue Service and certain Persons as described
               in   Treasury    Regulations    Sections    1.860D-1(b)(5)    and
               1.860E-2(a)(5), and

               (B) as a result of any regulated investment company,  real estate
               investment trust, common trust fund,  partnership,  trust, estate
               or organization  described in Section 1381 of the Code that holds
               an Ownership  Interest in a Class R  Certificate  having as among
               its record  holders at any time any Person who is a  Disqualified
               Organization.   Reasonable   compensation   for  providing   such
               information  may be  required  by the Master  Servicer  from such
               Person.

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

               (A) Written consent of the Insurer and written  notification from
               each Rating Agency to the effect that the modification,  addition
               to or elimination of such  provisions  will not cause such Rating
               Agency to  downgrade  its  then-current  ratings,  if any, of the
               Class A 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


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               provisions  will not cause any of REMIC I,  REMIC II or REMIC III
               to cease to  qualify  as a REMIC  and will not  cause  (x) any of
               REMIC I, REMIC II or REMIC III to be  subject to an  entity-level
               tax caused by the Transfer of any Class R Certificate to a Person
               that is a Disqualified Organization or (y) a Certificateholder or
               another Person to be subject to a REMIC-related tax caused by the
               Transfer  of a  Class R  Certificate  to a  Person  that is not a
               Permitted Transferee.

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

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

        Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.

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

        Section 5.04. Persons Deemed Owners.

        Prior to due presentation of a Certificate for registration of transfer,
the Depositor,  the Master Servicer,  the Insurer,  the Trustee, the Certificate
Registrar and any agent of the Depositor,  the Master Servicer, the Insurer, 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 4.09, and neither the  Depositor,  the Master
Servicer, the Trustee, the Certificate Registrar nor any agent of the Depositor,
the Master Servicer, the Insurer, 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.



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        The Trustee may,  with the consent of the Insurer (so long as no Insurer
Default  exists),  which consent shall not be unreasonably  withheld,  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,   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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                                          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  Certificates  without  taking into account the
Policy in effect  immediately prior to such merger or consolidation  will not be
qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to
such effect from each Rating Agency).

        (c) Notwithstanding  anything else in this Section 6.02 and Section 6.04
to the  contrary,  the Master  Servicer  may assign its rights and  delegate its
duties and obligations under this Agreement;  provided that the Person accepting
such  assignment or  delegation  shall be a Person which is qualified to service
mortgage   loans  on  behalf  of  Fannie  Mae  or  Freddie  Mac,  is  reasonably
satisfactory  to the  Trustee,  the  Insurer  and the  Depositor,  is willing to
service the  Mortgage  Loans and executes  and  delivers to the  Depositor,  the
Insurer  and  the  Trustee  an  agreement,  in  form  and  substance  reasonably
satisfactory  to the Depositor,  the Insurer and the Trustee,  which contains an
assumption by such Person of the due and punctual  performance and observance of
each covenant and  condition to be performed or observed by the Master  Servicer
under this Agreement;  provided  further that each Rating Agency's rating of the
Classes of Certificates (without taking into account


                                              99

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the Policy) 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
and costs constituted a Prepayment Interest Shortfall.

        Section 6.04. Depositor and Master Servicer Not to Resign.



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        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 and the  Insurer.  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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                                         ARTICLE VII

                                           DEFAULT

        Section 7.01. Events of Default.

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

        (i)  the  Master  Servicer  shall  fail to  distribute  or  cause  to be
distributed to 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,  the Insurer 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

        (ii) the  Master  Servicer  shall  fail to  observe  or  perform  in any
material  respect any other of the  covenants or  agreements  on the part of the
Master Servicer  contained in the Certificates of any Class or in this Agreement
and such failure shall continue  unremedied for a period of 30 days (except that
such  number of days shall be 15 in the case of a failure to pay the premium for
any Required  Insurance  Policy) after the date on which written  notice of such
failure,  requiring the same to be remedied, shall have been given to the Master
Servicer  by the  Trustee,  the  Insurer  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

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

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

        (v) the Master  Servicer shall admit in writing its inability to pay its
debts  generally as they become due,  file a petition to take  advantage  of, or
commence a voluntary  case under,  any applicable  insolvency or  reorganization
statute,  make an assignment  for the benefit of its  creditors,  or voluntarily
suspend payment of its obligations; or



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

        If an Event of  Default  described  in clauses  (i)-(v) of this  Section
shall  occur,  then,  and in each and every such case,  so long as such Event of
Default shall not have been remedied,  either the Depositor or the Trustee shall
at the direction of the Insurer  (unless an Insurance  Default is continuing) or
at the  direction  of Holders of  Certificates  entitled  to at least 51% of the
Voting  Rights (which  Voting  Rights of the Class A  Certificateholders  may be
exercised  by the Insurer  without  the consent of such  Holders and may only be
exercised by such Holders with the prior written  consent of the Insurer so long
as there  does not exist a failure by the  Insurer  to make a  required  payment
under the  Policy),  by notice in  writing to the  Master  Servicer  (and to the
Depositor  and the  Insurer if given by the  Trustee or to the  Trustee  and the
Insurer 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, that unless an Insurer Default is continuing the successor to
the Master  Servicer  appointed  pursuant to Section 7.02 shall be acceptable to
the Insurer and shall have accepted the duties of Master Servicer effective upon
the  resignation  of the Master  Servicer.  If an Event of Default  described in
clause  (vi) hereof  shall  occur,  the Trustee  with the consent of the Insurer
shall,  by  notice  to the  Master  Servicer,  the  Insurer  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 deliver to
the Trustee a copy of the Program  Guide and upon the request of the Insurer,  a
copy of the Program Guide to the Insurer.



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        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 Insurer may appoint a successor  Master Servicer and if the Insurer fails to
do so within 30 days,  the  Trustee  or,  upon  notice  to the  Insurer  and the
Depositor and with the Depositor's and the Insurer'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  Insurer  may appoint a  successor  Master  Servicer  and if the
Insurer fails to do so within 30 days, 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,  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


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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
Insurer and 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  and the Insurer
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  Insurer  or 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,  with the written consent of the Insurer,
which consent shall not be unreasonably withheld;  provided, however, that (a) a
default or Event of Default  under clause (i) of Section 7.01 may be waived with
the written  consent of the Insurer,  only by all of the Holders of Certificates
affected by such default or Event of Default (which Voting Rights of the Class A
Certificateholders  may be exercised by the Insurer  without the consent of such
Holders and may only be exercised by such Holders with the prior written consent
of the  Insurer so long as there does not exist a failure by the Insurer to make
a required  payment under the Policy) 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 Insurer or the Holders  representing the requisite  percentage of
Voting Rights of Certificates  affected by such default or Event of Default with
the consent of the Insurer,  which consent shall not be  unreasonably  withheld,
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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        Section 7.05. Servicing Trigger; Removal of Master Servicer.

        (a) Upon  determination  by the  Insurer  that a  Servicing  Trigger has
occurred,  the Insurer shall give notice of such Servicing Trigger to the Master
Servicer, the Depositor, the Trustee and to each Rating Agency.

        (b) At any time after such  determination  and while a Servicing Trigger
is continuing,  the Insurer may direct the Trustee to remove the Master Servicer
if the Insurer makes a determination  that the manner of master  servicing was a
factor  contributing to the size of the  delinquencies or losses incurred in the
Trust Fund.

        (c) Upon receipt of directions to remove the Master Servicer pursuant to
the preceding  clause (b), the Trustee shall notify the Master  Servicer that it
has been  terminated  and the Master  Servicer  shall be  terminated in the same
manner as specified in Sections 7.01 and 7.02.

        (d) After notice of occurrence of a Servicing Trigger has been given and
while a Servicing  Trigger is continuing,  until and unless the Master  Servicer
has been removed as provided in clause (b), the Master  Servicer  covenants  and
agrees  to act as the  Master  Servicer  for a term from the  occurrence  of the
Servicing  Trigger to the end of the  calendar  quarter in which such  Servicing
Trigger occurs, which term may at the Insurer's discretion be extended by notice
to the Trustee for successive terms of three (3) calendar months each, until the
termination  of the Trust Fund. The Master  Servicer  will,  upon the receipt of
each such notice of  extension (a "Master  Servicer  Extension  Notice")  become
bound for the  duration of the term  covered by such Master  Servicer  Extension
Notice to continue as Master  Servicer  subject to and in  accordance  with this
Agreement.  If, as of the fifteenth (15th) day prior to the last day of any term
as the Master Servicer,  the Trustee shall not have received any Master Servicer
Extension  Notice  from the  Insurer,  the Trustee  shall,  within five (5) days
thereafter, give written notice of such nonreceipt to the Insurer and the Master
Servicer.  If any such term expires without a Master Servicer  Extension  Notice
then the Trustee shall act as Master Servicer as provided in Section 7.02.

        (e) No  provision of this Section 7.05 shall have the effect of limiting
the rights of the Depositor,  the Trustee, the Certificateholders or the Insurer
under Section 7.01.






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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
Insurer and 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, 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 and the Trustee shall furnish in a timely fashion to the
Insurer such information as the Insurer may reasonably request from time to time
for the Insurer to protect  its  interests  and to fulfill its duties  under the
Policy.  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
and  REMIC  III as a  REMIC  under  the  REMIC  Provisions  and to  prevent  the
imposition of any federal, state or local income, prohibited transaction (except
as provided in Section 2.04 herein), contribution or other tax on the Trust Fund
to the  extent  that  maintaining  such  status  and  avoiding  such  taxes  are
reasonably within the control of the Trustee and are reasonably within the scope
of its duties under this Agreement.

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

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


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          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 Insurer or 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  Insurer,  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.

        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


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          other paper or document  believed by it to be genuine and to have been
          signed or presented by the proper party or parties;

               (ii) The  Trustee  may  consult  with  counsel and any Opinion of
        Counsel  shall be full and  complete  authorization  and  protection  in
        respect of any action  taken or suffered or omitted by it  hereunder  in
        good faith and in accordance with such Opinion of Counsel;

               (iii) The Trustee shall be under no obligation to exercise any of
        the trusts or powers  vested in it by this  Agreement  or to  institute,
        conduct or defend any litigation  hereunder or in relation hereto at the
        request,  order or  direction  of any of the  Certificateholders  or the
        Insurer,  pursuant  to the  provisions  of this  Agreement,  unless such
        Certificateholders  or the  Insurer  shall have  offered to the  Trustee
        reasonable  security  or  indemnity  against  the  costs,  expenses  and
        liabilities which may be incurred therein or thereby and the Insurer has
        given its consent;  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  to do by the
        Insurer or by the Holders of Certificates of any Class evidencing, as to
        such Class, Percentage Interests,  aggregating not less than 50%with the
        written consent of the Insurer;  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  or  the  Insurer  requesting  the
        investigation;

               (vi)  The  Trustee  may  execute  any of  the  trusts  or  powers
        hereunder  or perform  any duties  hereunder  either  directly  or by or
        through  agents or  attorneys  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


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        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 2.04), 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 or REMIC  III 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.

        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


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appointment  of an office or agency  pursuant to Section  8.12)  except any such
expense, disbursement or advance as may arise from its negligence or bad faith.

        (b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless  against,  any loss,  liability or expense incurred without
negligence or willful  misconduct on its part,  arising out of, or in connection
with, the acceptance and  administration of the Trust Fund,  including the costs
and expenses (including  reasonable legal fees and expenses) of defending itself
against any claim in connection  with the exercise or  performance of any of its
powers or duties under this Agreement, provided that:

               (i) with respect to any such claim,  the Trustee shall have given
        the Master  Servicer  written notice thereof  promptly after the Trustee
        shall have actual knowledge thereof;

               (ii) while maintaining control over its own defense,  the Trustee
        shall  cooperate and consult fully with the Master Servicer in preparing
        such defense; and

               (iii) notwithstanding anything in this Agreement to the contrary,
        the Master  Servicer  shall not be liable for settlement of any claim by
        the  Trustee  entered  into  without  the prior  consent  of the  Master
        Servicer  which  consent  shall  not  be   unreasonably   withheld.   No
        termination of this Agreement  shall affect the  obligations  created by
        this Section  8.05(b) of the Master  Servicer to  indemnify  the Trustee
        under the conditions and to the extent set forth herein. Notwithstanding
        the foregoing,  the  indemnification  provided by the Master Servicer in
        this Section 8.05(b) shall not pertain to any loss, liability or expense
        of the Trustee,  including  the costs and  expenses of defending  itself
        against any claim,  incurred in connection with any actions taken by the
        Trustee at the direction of 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 the Insurer 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.



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        (a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving  written  notice  thereof to the Depositor,  the Master
Servicer  and the  Insurer.  Upon  receiving  such  notice of  resignation,  the
Depositor shall promptly appoint a successor  trustee  acceptable to the Insurer
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 Insurer
may  appoint a successor  trustee  and if the  Insurer  fails to do so within 30
days, 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  Insurer  or the  Depositor  with the  consent  of the
Insurer,  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 Insurer or the Depositor with the consent
of the Insurer 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 Insurer or 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 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 or the Insurer, then the Depositor with the consent
of the Insurer, which consent shall not be unreasonably withheld, 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 without taking into account the Policy.

        (c)  During  the  continuance  of an  Insurer  Default,  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.


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        (a) Any  successor  trustee  appointed as provided in Section 8.07 shall
execute,  acknowledge  and deliver to the  Depositor  and the Insurer 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.

        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


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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 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,  the Insurer
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


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Closing Date) pursuant to this Section 8.11. 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 4 New York Plaza,  6th Floor,  New York, New York 10004,  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

          Section 9.01.  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  Mortgage  Loans
        and all property  acquired in respect of any Mortgage Loan  remaining in
        the Trust Fund (other than the Policy),  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), plus the Certificate Insurer
        Premium Modified Rate to, but not including,  the first day of the month
        in which such repurchase price is distributed,  including the payment of
        any amounts due to the Insurer under the Insurance Agreement;  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 or REMIC
        III as a REMIC.

        The right of the Master  Servicer  or the  Company to  purchase  all the
assets of the Trust Fund relating to the Mortgage Loans, pursuant to clause (ii)
above is  conditioned  upon the date of such purchase  occurring on or after the
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


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price,  release to the Master  Servicer the  Mortgage  Files  pertaining  to the
Mortgage  Loans being  purchased.  No  purchase  pursuant to clause (ii) of this
Section  9.01(a) is permitted if it would result in a draw on the Policy  unless
the Insurer consents in writing.

        In addition to the foregoing,  on any Distribution  Date on or after the
Optional  Termination  Date, the Master  Servicer  shall have the right,  at its
option,  to purchase the Class A  Certificates  in whole,  but not in part, at a
price equal to the outstanding  Certificate  Principal  Balance of the Class A-1
Certificates,  plus one month's  Accrued  Certificate  Interest on the Class A-1
Certificates  and  Class  A-IO  Certificates,   any  previously  unpaid  Accrued
Certificate  Interest,  and any unpaid Prepayment Interest Shortfall  previously
allocated thereto, including the payment of any amounts due to the Insurer under
the Insurance Agreement; provided, however, that no early termination of REMIC I
will be  permitted  if it would  result in a draw  under the  Policy  unless the
Insurer consents to the termination. If the Master Servicer exercises this right
to purchase the  outstanding  Class A  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 and the Insurer 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) 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.


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        (c)  Upon   presentation  and  surrender  of  the  Certificates  by  the
Certificateholders,  the Trustee shall distribute to the  Certificateholders and
the Insurer (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  determined as follows:
(A) with  respect  to the  Class A  Certificates,  the  outstanding  Certificate
Principal  Balance thereof,  plus Accrued  Certificate  Interest thereon for the
related  Interest Accrual Period and any previously  unpaid Accrued  Certificate
Interest,  and (B) with respect to the Insurer,  any amounts owed to it pursuant
to the Insurance Agreement.

        (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
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) Each of REMIC I, REMIC II and REMIC III,  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 and REMIC III,  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 or REMIC III
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 and REMIC III,  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


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        liquidation  for each of REMIC I, REMIC II and REMIC III,  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 and REMIC III 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 and REMIC III 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
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 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 Class A
and Class SB  Certificates  shall be  designated  as the "regular  interests" in
REMIC III and the Class R-III Certificates shall be designated the sole class of
"residual interests" in REMIC III. 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 and REMIC III 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 and REMIC III 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 and  REMIC  III in  relation  to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental  taxing authority with respect thereto.  The legal expenses,
including without  limitation  attorneys' or accountants' fees, and costs of any
such proceeding and any liability  resulting  therefrom shall be expenses of the
Trust  Fund and the  REMIC  Administrator  shall be  entitled  to  reimbursement
therefor out of amounts  attributable  to the  Mortgage  Loans on deposit in the
Custodial  Account as provided by Section  3.10 unless such legal  expenses  and
costs are incurred by reason of the REMIC  Administrator's  willful misfeasance,
bad faith or gross  negligence.  If the  REMIC  Administrator  is no longer  the
Master Servicer  hereunder,  at its option the REMIC  Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable  compensation not
to exceed  $3,000 per year by any  successor  Master  Servicer  hereunder for so
acting as the REMIC Administrator.

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


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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 or REMIC
III as a REMIC or (ii) with the exception of actions  taken in  connection  with
Section  4.08  hereof,  result in the  imposition  of a tax upon any of REMIC I,
REMIC  II or REMIC  III  (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  2.04) and the tax on  contributions  to a REMIC  set  forth in  Section
860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel
or the indemnification  referred to in this sentence,  an "Adverse REMIC Event")
unless  the Master  Servicer  or the REMIC  Administrator,  as  applicable,  has
received an Opinion of Counsel (at the expense of the party seeking to take such
action or, if such party fails to pay such expense,  and the Master  Servicer or
the REMIC Administrator, as applicable, determines that taking such action is in
the  best  interest  of the  Trust  Fund and the  Certificateholders  and is not
adverse to the interest of the Insurer, 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


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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 or  inaction,  as the case may be.
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.

        (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 or REMIC III 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.


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        (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
or REMIC III will  receive a fee or other  compensation  for services nor permit
any of REMIC I, REMIC II or REMIC III 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 principal
balance  of each  regular  interest  in each  REMIC  would be reduced to zero is
January 25, 2033.

        (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 or REMIC III 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.

          Section  10.02.Master   Servicer,   REMIC  Administrator  and  Trustee
               Indemnification.

        (a) The Trustee  agrees to indemnify  the Trust Fund,  the Insurer,  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 Insurer,  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
Insurer,  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 Insurer,  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


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<PAGE>



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 Insurer,
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 Insurer,  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, with the consent
of the Insurer and without the consent of any of the Certificateholders:

               (i)    to cure any ambiguity,

               (ii) to correct or supplement any  provisions  herein or therein,
               which may be  inconsistent  with any other  provisions  herein or
               therein or to correct any error,

               (iii) to modify,  eliminate  or add to any of its  provisions  to
        such  extent  as  shall  be  necessary  or  desirable  to  maintain  the
        qualification  of REMIC I,  REMIC II or REMIC III 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  (without  taking into account the
        Policy),  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 with the  consent  of the  Insurer  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  will not result in the imposition of a federal tax on the Trust
Fund or cause REMIC I, REMIC II or REMIC III 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.

        (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,


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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 the REMIC.  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 or REMIC III 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.

        (f) In addition to the foregoing,  any amendment of Section 4.08 of this
Agreement  shall require the consent of the Limited  Repurchase  Right Holder as
third-party beneficiary.

        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 Insurer or the Holders of  Certificates  entitled to at least 25%
of the Voting  Rights),  but only upon  direction  accompanied  by an Opinion of
Counsel to the effect that such recordation  materially and beneficially affects
the interests of the Certificateholders.



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        (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 and the Insurer a written  notice of
default and of the continuance  thereof,  as hereinbefore  provided,  and unless
also the Holders of  Certificates  of any Class  evidencing in the aggregate not
less than 25% of the related Percentage Interests of such Class, shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee  hereunder  and shall have  offered to the Trustee  such
reasonable  indemnity  as  it  may  require  against  the  costs,  expenses  and
liabilities to be incurred therein or thereby,  and the Insurer shall have given
its  written  consent  and the  Trustee,  for 60 days after its  receipt of such
notice,  request  and offer of  indemnity,  shall have  neglected  or refused to
institute any such action,  suit or proceeding it being understood and intended,
and being  expressly  covenanted  by each  Certificateholder  with  every  other
Certificateholder  and the Trustee,  that no one or more Holders of Certificates
of any  Class  shall  have any  right in any  manner  whatever  by virtue of any
provision of this  Agreement to affect,  disturb or prejudice  the rights of the
Holders of any other of such  Certificates  of such Class or any other Class, or
to  obtain or seek to  obtain  priority  over or  preference  to any other  such
Holder,  or to  enforce  any right  under this  Agreement,  except in the manner
herein provided and for the common benefit of  Certificateholders  of such Class
or all Classes,  as the case may be. For the protection  and  enforcement of the
provisions  of this  Section  11.03,  each and every  Certificateholder  and the
Trustee  shall be entitled  to such  relief as can be given  either at law or in
equity.

        Section 11.04.Governing Law.
                      -------------

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



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<PAGE>



        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,  4 New York  Plaza,  6th
Floor,   New   York,   New   York   10004,   Attention:    Institutional   Trust
Services/Structured Finance Services, RAMP 2002-RS7 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 10004  Attention:  Mortgage  Surveillance  or such other  address as may be
hereafter furnished to the Depositor,  Trustee and Master Servicer by Fitch; (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; and
(f) in the case of the Insurer,  Ambac Assurance  Corporation,  One State Street
Plaza, New York, New York 10004,  Attention:  Consumer  Asset-Backed  Securities
Group or such other address as may be hereafter furnished to the Depositor,  the
Trustee and the Master  Servicer in writing by the Insurer.  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 and the Insurer.

        The Depositor, the Master Servicer or the Trustee, as applicable,  shall
notify each Rating Agency,  the Insurer 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 (a),  (b), (c), (d), (g),
(h), (i) or (j) below or provide a copy to each Rating Agency and the Insurer at
such time as otherwise  required to be delivered  pursuant to this  Agreement of
any of the statements described in clauses (e) and (f) below:

        (a)    a material change or amendment to this Agreement,

        (b)    the occurrence of an Event of Default,

     (c) the  termination  or  appointment  of a  successor  Master  Servicer or
Trustee or a change in the majority ownership of the Trustee,

        (d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions  insurance  policy required by Section 3.12 or
the cancellation or modification of coverage under 152 any such instrument,



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     (e) the statement  required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,

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

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

        (h) the  occurrence of any monthly cash flow shortfall to the Holders of
any Class of  Certificates  resulting from the failure by the Master Servicer to
make an Advance pursuant to Section 4.04,

        (i)    the occurrence of the Final Distribution Date, and

        (j) the repurchase of or substitution  for any Mortgage Loan,  provided,
however,  that with respect to notice of the occurrence of the events  described
in clauses (d),  (g) or (h) above,  the Master  Servicer  shall  provide  prompt
written  notice to each Rating  Agency,  the Insurer and the  Subservicer of any
such event  known to the Master  Servicer.  In  addition  to the above  delivery
requirements,  the Depositor, the Master Servicer or the Trustee, as applicable,
shall provide a copy to the Insurer, at such time as it otherwise is required to
deliver pursuant to this Agreement,  of any other written confirmation,  written
notice or legal opinion.

        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 or the
Insurer.

        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 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


                                             130

<PAGE>



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 or
REMIC III 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.

        Section 11.09.Rights of the Insurer.

        (a) The Insurer is an express third-party beneficiary of this Agreement.

        (b) On each  Distribution  Date the Trustee shall make  available to the
Insurer a copy of the reports made  available to the Class A  Certificateholders
and the Depositor on such Distribution Date.

        (c) The  Trustee  shall  provide to the  Insurer  copies of any  report,
notice,  Opinion of  counsel,  Officers'  Certificate,  request  for  consent or
request for amendment to any document related hereto promptly upon the Trustee's
production or receipt thereof.

        (d) Unless an Insurer  Default  exists,  the Trustee  and the  Depositor
shall not agree to any amendment to this Agreement without first having obtained
the  prior  written  consent  of  the  Insurer,   which  consent  shall  not  be
unreasonably withheld.

        (e) So long as there does not exist a failure  by the  Insurer to make a
required payment under the Policy,  the Insurer shall have the right to exercise
all rights of the  Holders  of the Class A  Certificates  under  this  Agreement
without any consent of such  Holders,  and such Holders may exercise such rights
only with the prior written consent of the Insurer, except as provided herein.

        (f) The Insurer  shall not be  entitled  to  exercise  any of its rights
hereunder  so long as there  exists a failure by the  Insurer to make a required
payment under the Policy.

        Section 11.10.Third Party Beneficiary.

        The  Limited   Repurchase   Right  Holder  is  an  express   third-party
beneficiary  of  Section  4.08 of this  Agreement,  and shall  have the right to
enforce the related provisions of Section 4.08 of this Agreement as if it were a
party hereto.


                                             131

<PAGE>



               IN WITNESS  WHEREOF,  the  Company,  the Master  Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto  duly  authorized and their  respective  seals,  duly attested,  to be
hereunto affixed, all as of the day and year first above written.


[Seal]                                          RESIDENTIAL ASSET MORTGAGE
                                                PRODUCTS, INC.

Attest:                                         By:
       ----------------------------------------
        Name:                                           Name: Michael Mead
        Title:                                          Title:  Vice President



[Seal]
                                                RESIDENTIAL FUNDING CORPORATION

Attest:                                         By:
        ---------------------------------------
        Name:                                           Name: Julie Steinhagen
        Title:                                          Title:  Director



[Seal]                                          JPMORGAN CHASE BANK
                                                                  as Trustee

Attest:
        ---------------------------------------
        Name:                                   By:
                                                   ----------------------------
        Title:                                 Name: Mark McDermott
                                               Title:   Assistant Vice President




                                             132

<PAGE>




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

               On the 3rd day of January, 2003 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]


                                             133

<PAGE>




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

               On the 3rd day of January, 2003 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]


                                             134

<PAGE>



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

               On the 3rd day of January, 2003 before me, a notary public in and
for  said  State,  personally  appeared  Mark  McDermott,  known  to me to be an
Assistant Vice President of JPMorgan Chase Bank, a New York banking  corporation
that executed the within  instrument,  and also known to me to be the person who
executed it on behalf of said banking  corporation  and  acknowledged to me that
such banking 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]


                                             135

<PAGE>


                                    EXHIBIT A

                               FORM OF CLASS [A-_] CERTIFICATE

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



<PAGE>




Class A-__ Senior                    Certificate No. __
                                     [___%] [Adjustable] Pass-Through Rate
Date of Pooling and Servicing
Agreement and Cut-off Date:          Percentage Interest: ___%
December 1, 2002
First Distribution Date:             Aggregate Initial [Certificate Principal
January 27, 2002                     Balance] [Notional Amount] of the Class
                                             A-__
Master Servicer:                     Certificates: $___________
Residential Funding Corporation
Final Scheduled Distribution Date:   Initial [Certificate Principal
_________ __, 20__                   Balance] [Notional Amount]
                                     of this Class A-__ Certificate:
                                     $______________
Maturity Date:
_________ __, 20__                   CUSIP ________


                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2002-RS7

               evidencing a percentage  interest in the distributions  allocable
               to the Class  A-__  Certificates  with  respect  to a Trust  Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family  fixed  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
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.

        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 an  interest  in 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.  (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 JPMorgan

                                             A-2

<PAGE>



Chase Bank,  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
A-__ Certificates on such Distribution Date.

        Distributions  on this  Certificate  will be made  either by the  Master
Servicer  acting on behalf of the Trustee or by a Paying Agent  appointed by the
Trustee in immediately  available  funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master  Servicer or such Paying Agent,  or by check mailed to the address of the
Person  entitled  thereto,  as  such  name  and  address  shall  appear  on  the
Certificate Register.

        Notwithstanding  the above,  the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation  and  surrender  of,  this  Certificate  at the  office  or  agency
appointed by the Trustee for that purpose in the City and State of New York. The
Initial [Certificate Principal Balance] [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  designated  as  Mortgage  Asset-Backed  Pass-Through
Certificates  of the Series  specified  hereon (herein  collectively  called the
"Certificates").

        This  Certificate  is entitled to the  benefits  of an  irrevocable  and
unconditional  financial  guaranty  insurance  policy issued by Ambac  Assurance
Corporation (the "Policy").

        The Certificates are limited in right of payment to certain  collections
and  recoveries  respecting  the  Mortgage  Loans  and the  Policy,  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


                                             A-3

<PAGE>



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.  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 there upon 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


                                             A-4

<PAGE>



of (i) the  maturity or other  liquidation  of the last  Mortgage  Loan  subject
thereto or the disposition of all property  acquired upon foreclosure or deed in
lieu of  foreclosure  of any Mortgage  Loan, and (ii) the purchase by the Master
Servicer  from the Trust Fund of all remaining  Mortgage  Loans and all property
acquired in respect of such Mortgage Loans,  thereby  effecting early retirement
of the related  Certificates.  The Agreement permits,  but does not require, the
Master  Servicer  (i) to  purchase,  at a price  determined  as  provided in the
Agreement,  all remaining Mortgage Loans and all property acquired in respect of
any  Mortgage  Loan or (ii) to  purchase in whole,  but not in part,  all of the
Class A-[_]  Certificates  and Class SB Certificates  from the Holders  thereof,
provided,  that any such option may only be  exercised if the  aggregate  Stated
Principal  Balance of the Mortgage Loans, as of the Distribution Date upon which
the proceeds of any such  purchase are  distributed  is less than ten percent of
the Cut-off Date Principal Balance of the Mortgage Loans.

        Unless the certificate of authentication hereon has been executed by the
Certificate  Registrar,  by  manual  signature,  this  Certificate  shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                             A-5

<PAGE>



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


                                            JPMORGAN CHASE BANK,
                                                   as Trustee


                                            By:
                                               -------------------------------
                                                   Authorized Signatory

Dated: January 3, 2003

                          CERTIFICATE OF AUTHENTICATION

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


                                            JPMORGAN CHASE BANK,
                                                   as Certificate Registrar


                                            By:  _______________________________
                                                   Authorized Signatory






                                             A-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) the beneficial  interest evidenced by the within Trust 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-7

<PAGE>



                                          EXHIBIT B

                                          [RESERVED]




                                             B-1

<PAGE>



                                          EXHIBIT C

                                 FORM OF CLASS SB CERTIFICATE

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

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

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933,  AS  AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS  WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER  APPLICABLE  STATE LAW AND IS TRANSFERRED IN ACCORDANCE  WITH
THE  PROVISIONS  OF SECTION  5.02 OF THE POOLING AND  SERVICING  AGREEMENT  (THE
"AGREEMENT").

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 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.




                                             C-2

<PAGE>




Certificate No. __                 Variable Pass-Through Rate

Class SB Subordinate

Date of Pooling and Servicing      Percentage Interest: ___%
and Cut-off Date:
December 1, 2002

First Distribution Date:         Aggregate Initial Certificate Principal Balance
January 27, 2002                   of the Class SB Certificates:
                                   $________________

Master Servicer:                   Initial Certificate Principal Balance
Residential Funding Corporation    of this Certificate: $________

Final Scheduled Distribution Date: CUSIP: ________
_________ , 20__

Maturity Date:
_________ , 20__
                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2002-RS7

               evidencing a percentage  interest in the distributions  allocable
               to the  Class  SB  Certificates  with  respect  to a  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 the Depositor, 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 an interest in 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.
(hereinafter  called the  "Depositor,"  which term includes any successor entity
under the Agreement


                                             C-3

<PAGE>



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  JPMorgan  Chase  Bank,  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  SB
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 Notional
Amount of this  Class SB  Certificate  as of any date of  determination  will be
calculated  as described in the  Agreement.  The Notional  Amount hereof will be
reduced  by  interest  shortfalls  on  the  related  Loan  Group  including  any
Prepayment Interest  Shortfalls not covered by Compensating  Interest or related
Excess Cash Flow, and the interest  portion of any Realized  Losses  incurred in
respect  thereof.  This  Class  SB  Certificate  will  accrue  interest  at  the
Pass-Through  Rate on the  Notional  Amount as indicated  in the  definition  of
Accrued  Certificate  Interest in the Agreement.  This Class SB Certificate will
not accrue interest on its Certificate Principal Balance.

        No  transfer  of this  Class SB  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 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 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


                                             C-4

<PAGE>



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.

        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 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.

        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 from time to time by the Depositor,  the
Master  Servicer and the Trustee with the consent of the Insurer and 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.



                                             C-5

<PAGE>



        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,  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 Mortgage Loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage  Loan, and (ii) the purchase by the Master  Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such  Mortgage  Loans,  thereby  effecting  early  retirement  of the
related  Certificates.  The Agreement permits,  but does not require, the Master
Servicer (i) to purchase,  at a price  determined as provided in the  Agreement,
all  remaining  Mortgage  Loans and all  property  acquired  in  respect  of any
Mortgage Loan or (ii) to purchase in whole,  but not in part, all of the Class A
Certificates and Class SB Certificates from the Holders thereof,  provided, that
any such option may only be exercised if the aggregate Stated Principal  Balance
of the Mortage Loans, as of the Distribution Date upon which the proceeds of any
such  purchase  are  distributed  is less than ten percent of the  Cut-off  Date
Principal Balance of the Mortgage Loans.

        Reference is hereby made to the further  provisions of this  Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                             C-6

<PAGE>



        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-7

<PAGE>



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


                                            JPMORGAN CHASE BANK,
                                                    as Trustee


                                            By:
                                               ---------------------------------
                                                    Authorized Signatory

Dated: January 3, 2003

                          CERTIFICATE OF AUTHENTICATION

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


                                            JPMORGAN CHASE BANK,
                                                    as Certificate Registrar


                                            By:  _______________________________
                                                    Authorized Signatory







                                             C-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) the beneficial  interest evidenced by the within Trust 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.


<PAGE>



                                          EXHIBIT D

                                 FORM OF CLASS R CERTIFICATE

THE CLASS R-__  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").

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 POOLING AND  SERVICING  AGREEMENT  (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  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


                                             E-1

<PAGE>



REFERRED TO AS A "DISQUALIFIED  ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION,  (2) NO PURPOSE OF SUCH  TRANSFER IS TO IMPEDE THE  ASSESSMENT  OR
COLLECTION  OF  TAX  AND  (3)  SUCH  TRANSFEREE   SATISFIES  CERTAIN  ADDITIONAL
CONDITIONS  RELATING TO THE  FINANCIAL  CONDITION  OF THE  PROPOSED  TRANSFEREE.
NOTWITHSTANDING  THE  REGISTRATION IN THE CERTIFICATE  REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER  FOR ANY PURPOSE HEREUNDER,  INCLUDING,  BUT NOT LIMITED TO,
THE  RECEIPT  OF  DISTRIBUTIONS  ON  THIS  CERTIFICATE.   EACH  HOLDER  OF  THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE  SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.




                                             D-2

<PAGE>




Class R-__                             Certificate No. __
Date of Pooling and Servicing          Percentage Interest: __%
Agreement and Cut-off Date:
December 1, 2002
First Distribution Date:               Initial Certificate Principal
January 27, 2003                       Balance of this Certificate: $______
Master Servicer:
Residential Funding Corporation


                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2002-RS6

               evidencing a percentage  interest in any distributions  allocable
               to the Class  R-__  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 the Depositor,  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.
(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 JPMorgan  Chase Bank,  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


                                             D-3

<PAGE>



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 Class R-__  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 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 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.

        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 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


                                             D-4

<PAGE>



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.

        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 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.  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


                                             D-5

<PAGE>



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 Mortgage Loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage  Loan, and (ii) the purchase by the Master  Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such  Mortgage  Loans,  thereby  effecting  early  retirement  of the
related  Certificates.  The Agreement permits,  but does not require, the Master
Servicer (i) to purchase,  at a price  determined as provided in the  Agreement,
all  remaining  Mortgage  Loans and all  property  acquired  in  respect  of any
Mortgage Loan or (ii) to 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 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.




                                             D-6

<PAGE>



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


                                            JPMORGAN CHASE BANK,
                                                    as Trustee


                                            By:
                                               ------------------------------
                                                    Authorized Signatory

Dated: January 3, 2003

                          CERTIFICATE OF AUTHENTICATION

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


                                            JPMORGAN CHASE BANK,
                                                    as Certificate Registrar


                                            By:  _______________________________
                                                    Authorized Signatory







                                             D-7

<PAGE>


                                             -8-


                                          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) the beneficial  interest evidenced by the within Trust 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.



<PAGE>



                                    EXHIBIT E


                               CUSTODIAL AGREEMENT

               THIS CUSTODIAL  AGREEMENT (as amended and supplemented  from time
to time, the  "Agreement"),  dated as of December 1, 2002, by and among JPMORGAN
CHASE BANK, 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-RS7 (as in effect on the
date of this  Agreement,  the "Original  Pooling  Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and

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

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

                                    ARTICLE I

                                   Definitions

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

                                          ARTICLE II

                          Custody of Mortgage Documents

     Section 2.1 Custodian to Act as Agent:  Acceptance of Mortgage  Files.  The
Custodian,  as the duly  appointed  agent of the  Trustee  for  these  purposes,
acknowledges receipt of


                                             E-1

<PAGE>



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  Mortgage Loans 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  and the Insurer 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  and the Insurer, to
review  in  accordance  with  the  provisions  of  Section  2.02 of the  Pooling
Agreement  each  Mortgage  File and to deliver to the Trustee and the Insurer 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, the Insurer and the Trustee.

               (c) Upon receipt of all documents  required to be in the Mortgage
Files  the  Custodian  shall  deliver  to the  Trustee  and the  Insurer a Final
Certification  in the form  annexed  hereto  as  Exhibit  Three  evidencing  the
completeness of the Mortgage Files.

               Upon receipt of written request from the Trustee,  the 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.


                                             E-2

<PAGE>



               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, the Insurer 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,  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.



                                             E-3

<PAGE>



               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 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.



                                             E-4

<PAGE>



               Section 3.3 Custodian May Own Certificates.  The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.

               Section 3.4 Master Servicer to Pay Custodian's Fees and Expenses.
The Master  Servicer  covenants and agrees to pay to the Custodian  from time to
time, and the Custodian shall be entitled to,  reasonable  compensation  for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable  expenses,  disbursements  and
advances  incurred  or made  by the  Custodian  in  accordance  with  any of the
provisions of this  Agreement  (including the  reasonable  compensation  and the
expenses and  disbursements  of its counsel and of all persons not  regularly in
its employ), except any such expense,  disbursement or advance as may arise from
its negligence or bad faith.

               Section 3.5 Custodian May Resign:  Trustee May Remove  Custodian.
The Custodian may resign from the  obligations and duties hereby imposed upon it
as such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation,  the Trustee shall either take
custody of the  Mortgage  Files  itself and give  prompt  notice  thereof to the
Company, the Master Servicer and the Custodian,  or promptly appoint a successor
Custodian by written  instrument,  in  duplicate,  one copy of which  instrument
shall be  delivered to the  resigning  Custodian  and one copy to the  successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no  successor   Custodian  shall  have  been  so  appointed  and  have  accepted
appointment  within 30 days after the giving of such notice of resignation,  the
resigning  Custodian  may petition any court of competent  jurisdiction  for the
appointment of a successor Custodian.

               The Trustee may remove the  Custodian at any time. In such event,
the Trustee  shall  appoint,  or petition a court of competent  jurisdiction  to
appoint, a successor  Custodian  hereunder.  Any successor  Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority  and shall be able to  satisfy  the other  requirements  contained  in
Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.

               Any  resignation or removal of the Custodian and appointment of a
successor  Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian.  The
Trustee shall give prompt  notice to the Company and the Master  Servicer of the
appointment  of  any  successor  Custodian.  No  successor  Custodian  shall  be
appointed  by the  Trustee  without  the prior  approval  of the Company and the
Master Servicer.

               Section 3.6 Merger or Consolidation of Custodian. Any Person into
which  the  Custodian  may be  merged  or  converted  or  with  which  it may be
consolidated,   or  any  Person   resulting  from  any  merger,   conversion  or
consolidation to which the Custodian shall be a party, or any Person  succeeding
to the  business  of the  Custodian,  shall be the  successor  of the  Custodian
hereunder,  without the  execution  or filing of any paper or any further act on
the  part  of  any  of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding.



                                             E-5

<PAGE>



               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.
Any notice to the Insurer  shall be  delivered at One State  Street  Plaza,  New
York, New York 10004.

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

               Section  4.3  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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

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



                                             E-6

<PAGE>



               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:                              JPMORGAN CHASE BANK,
                                      as Trustee


4 New York Plaza, 6th Floor
New York, New York 10004              By:_________________________________
                                      Name:  Mark McDermott
                                      Title: Assistant Vice President


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

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-8

<PAGE>




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


               On the 3rd day of January,  2003,  before me, a notary  public in
and for said State,  personally  appeared Mark  McDermott,  known to me to be an
Assistant  Vice  President  of JPMorgan  Chase Bank,  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-9

<PAGE>



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


               On the 3rd day of January 2003, 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 3rd day of January,  2003,  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-10

<PAGE>



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


               On the 3rd day of January,  2003,  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-11

<PAGE>



                                   EXHIBIT ONE

                                FORM OF CUSTODIAN
                              INITIAL CERTIFICATION

                                                   January 3, 2003


JPMorgan Chase Bank                        Ambac Assurance Corporation
4 New York Plaza, 6th Floor                One State Street Plaza
New York, New York 10004                   New York, New York 10004


Attention: Residential Asset Mortgage Products, Inc., Series 2002-RS7

          Re:  Custodial  Agreement,  dated as of December 1, 2002, by and among
               JPMorgan Chase Bank,  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-RS7


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:______________________
                                                   Title:_____________________




                                             E-12

<PAGE>



                                   EXHIBIT TWO

                     FORM OF CUSTODIAN INTERIM CERTIFICATION

                                                   _____________ __, 2002


JPMorgan Chase Bank                       Ambac Assurance Corporation
4 New York Plaza, 6th Floor               One State Street Plaza
New York, New York 10004                  New York, New York 10004


Attention: Residential Asset Mortgage Products, Inc., Series 2002-RS7

          Re:  Custodial  Agreement,  dated as of December 1, 2002, by and among
               JPMorgan Chase Bank,  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-RS7

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:_______________________
                                                   Title:______________________




                                             E-13

<PAGE>



                                  EXHIBIT THREE

                      FORM OF CUSTODIAN FINAL CERTIFICATION

                                                   _____________ __, 2002


JPMorgan Chase Bank                         Ambac Assurance Corporation
4 New York Plaza, 6th Floor                 One State Street Plaza
New York, New York 10004                    New York, New York 10004


Attention: Residential Asset Mortgage Products, Inc., Series 2002-RS7

          Re:  Custodial  Agreement,  dated as of December 1, 2002, by and among
               JPMorgan Chase Bank,  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-RS7

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:_______________________
                                                   Title:______________________




                                             E-14

<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.

Series Supplement,  to the Standard  Terms of 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-15

<PAGE>




                                          EXHIBIT F

                                    MORTGAGE LOAN SCHEDULE


  RUN ON     : 12/24/02           RFC DISCLOSURE SYSTEM       RFFSDFIX-01
  AT         : 08.49.04           FIXED PASSTHRU REPORT       AMORTIZED BALANCE
  SERIES     : RAMP 2002-RS7                                  CUTOFF : 12/01/02
  POOL       : 0004652
             :
             :
  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
  -----------------------------------------------------------------------------

      4294342                              .2500
      132,952.95                          .0500
            8.2250                         .0000
            7.9750                         .1450
            7.7800                         .0000
            7.7800                         .0000

      5530590                              .2500
       90,230.37                          .0500
            8.2500                         .0000
            8.0000                         .1450
            7.8050                         .0000
            7.8050                         .0000

      6109110                              .2500
       91,865.72                          .0500
            6.2500                         .0000
            6.0000                         .1450
            5.8050                         .0000
            5.8050                         .0000

      6386604                              .2500
      313,757.86                          .0500
            7.3750                         .0000
            7.1250                         .1450
            6.9300                         .0000
            6.9300                         .0000

      6587600                              .2500
      257,359.96                          .0500
            6.6250                         .0000
            6.3750                         .1450
            6.1800                         .0000
            6.1800                         .0000

      7266608                              .2500
      583,335.44                          .0500
            6.6250                         .0000
            6.3750                         .1450
            6.1800                         .0000
            6.1800                         .0000
1



      7353663                              .2500
      583,274.10                          .0500
            7.2500                         .0000
            7.0000                         .1450
            6.8050                         .0000
            6.8050                         .0000

      7443360                              .2500
      437,345.24                          .0500
            7.0000                         .0000
            6.7500                         .1450
            6.5550                         .0000
            6.5550                         .0000

      7583878                              .2500
      502,428.08                          .0500
            6.1250                         .0000
            5.8750                         .1450
            5.6800                         .0000
            5.6800                         .0000

      7590079                              .2500
      126,399.90                          .0500
            7.5000                         .0000
            7.2500                         .1450
            7.0550                         .0000
            7.0550                         .0000

      7673081                              .2500
       74,315.38                          .0500
            7.3750                         .0000
            7.1250                         .1450
            6.9300                         .0000
            6.9300                         .0000

      7686585                              .2500
       49,636.64                          .0500
            7.7500                         .0000
            7.5000                         .1450
            7.3050                         .0000
            7.3050                         .0000

      7689221                              .2500
      129,129.85                          .0500
            7.0000                         .0000
            6.7500                         .1450
            6.5550                         .0000
            6.5550                         .0000

      7689245                              .2500
       58,617.74                          .0500
            8.0000                         .0000
            7.7500                         .1450
            7.5550                         .0000
            7.5550                         .0000
1



      7704075                              .2500
      506,503.41                          .0500
            7.3750                         .0000
            7.1250                         .1450
            6.9300                         .0000
            6.9300                         .0000

      7744063                              .2500
       80,975.01                          .0500
            7.1250                         .0000
            6.8750                         .1450
            6.6800                         .0000
            6.6800                         .0000

      7786359                              .2500
       94,473.12                          .0500
            7.5000                         .0000
            7.2500                         .1450
            7.0550                         .0000
            7.0550                         .0000

      7793383                              .2500
       56,719.95                          .0500
            7.8750                         .0000
            7.6250                         .1450
            7.4300                         .0000
            7.4300                         .0000

      7804931                              .5000
      112,152.39                          .0500
            9.3750                         .0000
            8.8750                         .1450
            8.6800                         .0000
            8.6800                         .0000

      7807385                              .2500
      208,630.37                          .0500
            7.6250                         .0000
            7.3750                         .1450
            7.1800                         .0000
            7.1800                         .0000

      7812792                              .2500
       98,835.30                          .0500
            6.7500                         .0000
            6.5000                         .1450
            6.3050                         .0000
            6.3050                         .0000

      7813256                              .2500
      139,285.10                          .0500
            7.2500                         .0000
            7.0000                         .1450
            6.8050                         .0000
            6.8050                         .0000
1



      7828463                              .5000
       81,320.37                          .0500
            8.8750                         .0000
            8.3750                         .1450
            8.1800                         .0000
            8.1800                         .0000

      7885969                              .2500
      643,810.40                          .0500
            6.8750                         .0000
            6.6250                         .1450
            6.4300                         .0000
            6.4300                         .0000

      7888989                              .2500
      324,520.32                          .0500
            6.7500                         .0000
            6.5000                         .1450
            6.3050                         .0000
            6.3050                         .0000

      7922091                              .2500
       89,615.41                          .0500
            7.2500                         .0000
            7.0000                         .1450
            6.8050                         .0000
            6.8050                         .0000

      7947383                              .5000
       71,528.69                          .0500
            8.8750                         .0000
            8.3750                         .1450
            8.1800                         .0000
            8.1800                         .0000

      7958737                              .2500
      143,041.09                          .0500
            7.7500                         .0000
            7.5000                         .1450
            7.3050                         .0000
            7.3050                         .0000

      8004451                              .5000
       77,719.96                          .0500
            6.5000                         .0000
            6.0000                         .1450
            5.8050                         .0000
            5.8050                         .0000

      8015853                              .2500
       99,964.34                          .0500
            6.5000                         .0000
            6.2500                         .1450
            6.0550                         .0000
            6.0550                         .0000
1



      8021127                              .2500
       69,076.56                          .0500
            8.6250                         .0000
            8.3750                         .1450
            8.1800                         .0000
            8.1800                         .0000

      8021669                              .2500
      104,256.85                          .0500
            8.7500                         .0000
            8.5000                         .1450
            8.3050                         .0000
            8.3050                         .0000

      8021757                              .2500
      178,429.06                          .0500
            8.0000                         .0000
            7.7500                         .1450
            7.5550                         .0000
            7.5550                         .0000

      8024871                              .2500
      117,345.09                          .0500
            9.0000                         .0000
            8.7500                         .1450
            8.5550                         .0000
            8.5550                         .0000

      8024887                              .2500
       95,011.92                          .0500
            8.2500                         .0000
            8.0000                         .1450
            7.8050                         .0000
            7.8050                         .0000

      8033115                              .2500
      120,099.94                          .0500
            7.0000                         .0000
            6.7500                         .1450
            6.5550                         .0000
            6.5550                         .0000

      8034999                              .2500
       40,493.64                          .0500
            6.8750                         .0000
            6.6250                         .1450
            6.4300                         .0000
            6.4300                         .0000

      8042381                              .5000
       99,865.90                          .0500
            9.9900                         .0000
            9.4900                         .1450
            9.2950                         .0000
            9.2950                         .0000
1



      8046743                              .2500
      277,890.98                          .0500
            6.8750                         .0000
            6.6250                         .1450
            6.4300                         .0000
            6.4300                         .0000

      8047301                              .2500
      110,732.35                          .0500
            7.5000                         .0000
            7.2500                         .1450
            7.0550                         .0000
            7.0550                         .0000

      8047907                              .2500
      143,757.35                          .0500
            6.8750                         .0000
            6.6250                         .1450
            6.4300                         .0000
            6.4300                         .0000

      8048169                              .2500
      405,863.09                          .0500
            6.3750                         .0000
            6.1250                         .1450
            5.9300                         .0000
            5.9300                         .0000

      8050017                              .2500
      239,595.58                          .0500
            6.8750                         .0000
            6.6250                         .1450
            6.4300                         .0000
            6.4300                         .0000

      8053901                              .2500
      373,853.31                          .0500
            6.7500                         .0000
            6.5000                         .1450
            6.3050                         .0000
            6.3050                         .0000

      8055511                              .5000
       76,805.71                          .0500
            9.4800                         .0000
            8.9800                         .1450
            8.7850                         .0000
            8.7850                         .0000

      8055703                              .2500
      338,329.14                          .0500
            6.2500                         .0000
            6.0000                         .1450
            5.8050                         .0000
            5.8050                         .0000
1



      8066173                              .2500
      257,931.55                          .0500
            6.5000                         .0000
            6.2500                         .1450
            6.0550                         .0000
            6.0550                         .0000

      8069419                              .5000
       84,797.10                          .0500
            8.6250                         .0000
            8.1250                         .1450
            7.9300                         .0000
            7.9300                         .0000

      8080517                              .2500
      358,248.56                          .0500
            5.7500                         .0000
            5.5000                         .1450
            5.3050                         .0000
            5.3050                         .0000

      8084485                              .2500
      207,498.04                          .0500
            7.1250                         .0000
            6.8750                         .1450
            6.6800                         .0000
            6.6800                         .0000

      8084547                              .2500
      111,820.33                          .0500
            7.1250                         .0000
            6.8750                         .1450
            6.6800                         .0000
            6.6800                         .0000

      8095905                              .2500
       42,378.83                          .0500
            7.7500                         .0000
            7.5000                         .1450
            7.3050                         .0000
            7.3050                         .0000

      8099749                              .2500
      223,797.49                          .0500
            6.5000                         .0000
            6.2500                         .1450
            6.0550                         .0000
            6.0550                         .0000

      8101573                              .5000
       50,357.24                          .0500
           12.1000                         .0000
           11.6000                         .1450
           11.4050                         .0000
           11.4050                         .0000
1



      8102581                              .2500
      133,135.69                          .0500
            5.8750                         .0000
            5.6250                         .1450
            5.4300                         .0000
            5.4300                         .0000

      8103069                              .5000
      173,978.47                          .0500
            9.3100                         .0000
            8.8100                         .1450
            8.6150                         .0000
            8.6150                         .0000

      8104873                              .2500
      298,582.56                          .0500
            5.7500                         .0000
            5.5000                         .1450
            5.3050                         .0000
            5.3050                         .0000

      8105033                              .2500
       89,879.14                          .0500
            5.8750                         .0000
            5.6250                         .1450
            5.4300                         .0000
            5.4300                         .0000

      8106253                              .2500
      122,215.83                          .0500
            6.5000                         .0000
            6.2500                         .1450
            6.0550                         .0000
            6.0550                         .0000

      8106275                              .2500
      129,720.07                          .0500
            6.6250                         .0000
            6.3750                         .1450
            6.1800                         .0000
            6.1800                         .0000

      8106345                              .2500
      180,761.06                          .0500
            6.0000                         .0000
            5.7500                         .1450
            5.5550                         .0000
            5.5550                         .0000

      8106371                              .2500
       62,386.70                          .0500
            6.5000                         .0000
            6.2500                         .1450
            6.0550                         .0000
            6.0550                         .0000
1



      8106529                              .2500
       85,230.56                          .0500
            8.3750                         .0000
            8.1250                         .1450
            7.9300                         .0000
            7.9300                         .0000

      8106573                              .2500
       98,688.30                          .0500
            7.2500                         .0000
            7.0000                         .1450
            6.8050                         .0000
            6.8050                         .0000

      8106633                              .2500
      361,343.71                          .0500
            6.5000                         .0000
            6.2500                         .1450
            6.0550                         .0000
            6.0550                         .0000

      8106693                              .2500
       59,915.03                          .0500
            7.7500                         .0000
            7.5000                         .1450
            7.3050                         .0000
            7.3050                         .0000

      8106699                              .2500
      213,895.26                          .0500
            6.2500                         .0000
            6.0000                         .1450
            5.8050                         .0000
            5.8050                         .0000

      8107255                              .5000
       54,959.51                          .0500
           10.8750                         .0000
           10.3750                         .1450
           10.1800                         .0000
           10.1800                         .0000

      8110237                              .2500
       83,122.94                          .0500
            6.3750                         .0000
            6.1250                         .1450
            5.9300                         .0000
            5.9300                         .0000

      8113355                              .5000
      159,372.39                          .0500
            9.7000                         .0000
            9.2000                         .1450
            9.0050                         .0000
            9.0050                         .0000
1



      8114001                              .2500
      184,974.18                          .0500
            7.5000                         .0000
            7.2500                         .1450
            7.0550                         .0000
            7.0550                         .0000

      8114035                              .2500
      204,001.64                          .0500
            8.5000                         .0000
            8.2500                         .1450
            8.0550                         .0000
            8.0550                         .0000

      8114053                              .2500
      141,277.35                          .0500
            8.2500                         .0000
            8.0000                         .1450
            7.8050                         .0000
            7.8050                         .0000

      8114123                              .2500
       89,793.28                          .0500
            7.3750                         .0000
            7.1250                         .1450
            6.9300                         .0000
            6.9300                         .0000

      8114159                              .2500
      176,971.86                          .0500
            7.2500                         .0000
            7.0000                         .1450
            6.8050                         .0000
            6.8050                         .0000

      8114207                              .2500
      102,326.32                          .0500
            8.8750                         .0000
            8.6250                         .1450
            8.4300                         .0000
            8.4300                         .0000

      8114209                              .2500
      114,856.55                          .0500
            8.3750                         .0000
            8.1250                         .1450
            7.9300                         .0000
            7.9300                         .0000

      8114229                              .2500
      151,705.62                          .0500
            8.2500                         .0000
            8.0000                         .1450
            7.8050                         .0000
            7.8050                         .0000
1



      8114235                              .2500
      110,579.55                          .0500
            9.3750                         .0000
            9.1250                         .1450
            8.9300                         .0000
            8.9300                         .0000

      8114241                              .2500
       58,328.99                          .0500
            8.5000                         .0000
            8.2500                         .1450
            8.0550                         .0000
            8.0550                         .0000

      8114267                              .2500
      258,628.99                          .0500
            7.8750                         .0000
            7.6250                         .1450
            7.4300                         .0000
            7.4300                         .0000

      8114281                              .2500
      112,373.39                          .0500
            8.8750                         .0000
            8.6250                         .1450
            8.4300                         .0000
            8.4300                         .0000

      8114285                              .2500
      329,217.28                          .0500
            8.1250                         .0000
            7.8750                         .1450
            7.6800                         .0000
            7.6800                         .0000

      8114299                              .2500
      130,932.23                          .0500
            8.2500                         .0000
            8.0000                         .1450
            7.8050                         .0000
            7.8050                         .0000

      8114309                              .2500
       67,906.09                          .0500
            7.8750                         .0000
            7.6250                         .1450
            7.4300                         .0000
            7.4300                         .0000

      8114311                              .2500
      118,492.42                          .0500
            8.7500                         .0000
            8.5000                         .1450
            8.3050                         .0000
            8.3050                         .0000
1



      8114317                              .2500
      181,761.10                          .0500
            8.1250                         .0000
            7.8750                         .1450
            7.6800                         .0000
            7.6800                         .0000

      8114319                              .2500
      105,334.90                          .0500
            7.2500                         .0000
            7.0000                         .1450
            6.8050                         .0000
            6.8050                         .0000

      8114321                              .2500
      191,666.68                          .0500
            8.5000                         .0000
            8.2500                         .1450
            8.0550                         .0000
            8.0550                         .0000

      8114343                              .2500
      302,631.53                          .0500
            7.8750                         .0000
            7.6250                         .1450
            7.4300                         .0000
            7.4300                         .0000

      8114347                              .2500
      113,698.94                          .0500
            8.3750                         .0000
            8.1250                         .1450
            7.9300                         .0000
            7.9300                         .0000

      8114357                              .2500
      496,181.27                          .0500
            7.3750                         .0000
            7.1250                         .1450
            6.9300                         .0000
            6.9300                         .0000

      8114367                              .2500
      244,302.59                          .0500
            8.5000                         .0000
            8.2500                         .1450
            8.0550                         .0000
            8.0550                         .0000

      8114379                              .2500
      170,480.88                          .0500
            8.5000                         .0000
            8.2500                         .1450
            8.0550                         .0000
            8.0550                         .0000
1



      8114381                              .2500
      232,099.28                          .0500
            8.2500                         .0000
            8.0000                         .1450
            7.8050                         .0000
            7.8050                         .0000

      8114385                              .2500
      168,713.67                          .0500
            8.8750                         .0000
            8.6250                         .1450
            8.4300                         .0000
            8.4300                         .0000

      8114399                              .2500
      299,404.25                          .0500
            8.7500                         .0000
            8.5000                         .1450
            8.3050                         .0000
            8.3050                         .0000

      8114411                              .2500
       75,860.91                          .0500
            8.5000                         .0000
            8.2500                         .1450
            8.0550                         .0000
            8.0550                         .0000

      8114453                              .2500
      154,530.84                          .0500
            8.7500                         .0000
            8.5000                         .1450
            8.3050                         .0000
            8.3050                         .0000

      8114459                              .2500
      229,479.19                          .0500
            8.5000                         .0000
            8.2500                         .1450
            8.0550                         .0000
            8.0550                         .0000

      8114463                              .2500
      158,723.55                          .0500
            8.7500                         .0000
            8.5000                         .1450
            8.3050                         .0000
            8.3050                         .0000

      8114565                              .2500
      123,004.54                          .0500
            8.1250                         .0000
            7.8750                         .1450
            7.6800                         .0000
            7.6800                         .0000
1



      8114581                              .2500
       86,291.75                          .0500
            8.5000                         .0000
            8.2500                         .1450
            8.0550                         .0000
            8.0550                         .0000

      8114583                              .2500
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1



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1



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1



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1



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1



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1



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      166,104.38                          .0500
            8.7500                         .0000
            8.5000                         .1450
            8.3050                         .0000
            8.3050                         .0000

      8221155                              .2500
       71,215.86                          .0500
            9.6250                         .0000
            9.3750                         .1450
            9.1800                         .0000
            9.1800                         .0000

      8221167                              .2500
       28,487.05                          .0500
            9.8750                         .0000
            9.6250                         .1450
            9.4300                         .0000
            9.4300                         .0000

      8221175                              .2500
       53,831.48                          .0500
            7.1250                         .0000
            6.8750                         .1450
            6.6800                         .0000
            6.6800                         .0000

      8221187                              .2500
       43,977.19                          .0500
            9.2500                         .0000
            9.0000                         .1450
            8.8050                         .0000
            8.8050                         .0000
1



      8221193                              .2500
       86,396.27                          .0500
            8.3750                         .0000
            8.1250                         .1450
            7.9300                         .0000
            7.9300                         .0000

      8221199                              .2500
       95,046.68                          .0500
            8.8750                         .0000
            8.6250                         .1450
            8.4300                         .0000
            8.4300                         .0000

      8221209                              .2500
      109,338.66                          .0500
            8.8750                         .0000
            8.6250                         .1450
            8.4300                         .0000
            8.4300                         .0000

      8221233                              .2500
       51,279.62                          .0500
           10.5000                         .0000
           10.2500                         .1450
           10.0550                         .0000
           10.0550                         .0000

      8221241                              .2500
      119,080.89                          .0500
            8.8750                         .0000
            8.6250                         .1450
            8.4300                         .0000
            8.4300                         .0000

      8221247                              .2500
      110,134.94                          .0500
            8.6250                         .0000
            8.3750                         .1450
            8.1800                         .0000
            8.1800                         .0000

      8221253                              .2500
       67,866.60                          .0500
            9.5000                         .0000
            9.2500                         .1450
            9.0550                         .0000
            9.0550                         .0000

      8221255                              .2500
       52,218.34                          .0500
            8.5000                         .0000
            8.2500                         .1450
            8.0550                         .0000
            8.0550                         .0000
1



      8221259                              .5000
      134,938.67                          .0500
            9.8750                         .0000
            9.3750                         .1450
            9.1800                         .0000
            9.1800                         .0000

      8221261                              .2500
      127,212.40                          .0500
            7.8750                         .0000
            7.6250                         .1450
            7.4300                         .0000
            7.4300                         .0000

      8221267                              .2500
       71,967.29                          .0500
            9.8750                         .0000
            9.6250                         .1450
            9.4300                         .0000
            9.4300                         .0000

      8221269                              .2500
       67,942.87                          .0500
            6.8750                         .0000
            6.6250                         .1450
            6.4300                         .0000
            6.4300                         .0000

      8221271                              .2500
      103,885.38                          .0500
            8.3750                         .0000
            8.1250                         .1450
            7.9300                         .0000
            7.9300                         .0000

      8221273                              .2500
       58,767.88                          .0500
            9.0000                         .0000
            8.7500                         .1450
            8.5550                         .0000
            8.5550                         .0000

      8221277                              .2500
       39,980.33                          .0500
            9.5000                         .0000
            9.2500                         .1450
            9.0550                         .0000
            9.0550                         .0000

      8221283                              .2500
      246,716.77                          .0500
            7.5000                         .0000
            7.2500                         .1450
            7.0550                         .0000
            7.0550                         .0000
1



      8221285                              .2500
      111,833.93                          .0500
            8.6250                         .0000
            8.3750                         .1450
            8.1800                         .0000
            8.1800                         .0000

      8221293                              .2500
       86,407.48                          .0500
            9.5000                         .0000
            9.2500                         .1450
            9.0550                         .0000
            9.0550                         .0000

      8221333                              .2500
       63,834.65                          .0500
            9.2500                         .0000
            9.0000                         .1450
            8.8050                         .0000
            8.8050                         .0000

      8221335                              .5000
      166,599.01                          .0500
            8.5000                         .0000
            8.0000                         .1450
            7.8050                         .0000
            7.8050                         .0000

      8221337                              .2500
       75,957.39                          .0500
            8.8750                         .0000
            8.6250                         .1450
            8.4300                         .0000
            8.4300                         .0000

      8221345                              .2500
      187,564.74                          .0500
            9.8750                         .0000
            9.6250                         .1450
            9.4300                         .0000
            9.4300                         .0000

      8221351                              .2500
       84,928.59                          .0500
            6.8750                         .0000
            6.6250                         .1450
            6.4300                         .0000
            6.4300                         .0000

      8227499                              .5000
       65,552.52                          .0500
            7.6250                         .0000
            7.1250                         .1450
            6.9300                         .0000
            6.9300                         .0000
1



      8227531                              .5000
       68,889.27                          .0500
            9.2500                         .0000
            8.7500                         .1450
            8.5550                         .0000
            8.5550                         .0000

      8227551                              .5000
      124,335.51                          .0500
            9.2500                         .0000
            8.7500                         .1450
            8.5550                         .0000
            8.5550                         .0000

      8227553                              .5000
       88,375.51                          .0500
            9.5000                         .0000
            9.0000                         .1450
            8.8050                         .0000
            8.8050                         .0000

      8227569                              .5000
      124,743.70                          .0500
            9.0000                         .0000
            8.5000                         .1450
            8.3050                         .0000
            8.3050                         .0000

      8227571                              .5000
       71,821.18                          .0500
            7.8750                         .0000
            7.3750                         .1450
            7.1800                         .0000
            7.1800                         .0000

      8227573                              .5000
      136,727.20                          .0500
            9.1250                         .0000
            8.6250                         .1450
            8.4300                         .0000
            8.4300                         .0000

      8227575                              .5000
      251,189.35                          .0500
            8.1250                         .0000
            7.6250                         .1450
            7.4300                         .0000
            7.4300                         .0000

      8227577                              .5000
       82,451.29                          .0500
            8.6250                         .0000
            8.1250                         .1450
            7.9300                         .0000
            7.9300                         .0000
1



      8297236                              .2500
      187,349.22                          .0500
            7.5000                         .0000
            7.2500                         .1450
            7.0550                         .0000
            7.0550                         .0000

      8333152                              .2500
      296,518.38                          .0500
            6.2500                         .0000
            6.0000                         .1450
            5.8050                         .0000
            5.8050                         .0000

  TOTAL NUMBER OF LOANS:     1808
  TOTAL BALANCE........:        300,000,710.32


  RUN ON     : 12/24/02            RFC DISCLOSURE SYSTEM      RFFSDFIX-01
  AT         : 08.49.04            INITIAL SECURITY FEES      AMORTIZED BALANCE
  SERIES     : RAMP 2002-RS7        FIXED SUMMARY REPORT      CUTOFF : 12/01/02
  POOL       : 0004652
             :
             :
  POOL STATUS: F

                                   WEIGHTED AVERAGES      FROM         TO
  -----------------------------------------------------------------------------
  CURR NOTE RATE                        7.7135            4.8750     12.1000
  RFC NET RATE                          7.4326            4.6250     11.6000
  NET MTG RATE(INVSTR RATE)             7.2376            4.4300     11.4050
  POST STRIP RATE                       7.2376            4.4300     11.4050
  SUB SERV FEE                           .2809             .2500      1.2100
  MSTR SERV FEE                          .0500             .0500        .0500
  ALL EXP                                .0000             .0000       .0000
  MISC EXP                               .1450             .1450       .1450
  SPREAD                                 .0000             .0000       .0000
  STRIP                                  .0000             .0000       .0000







  TOTAL NUMBER OF LOANS:  1808
  TOTAL BALANCE........:     300,000,710.32


                             ***************************
                             *      END OF REPORT      *
                             ***************************
  RUN ON     : 12/24/02           RFC DISCLOSURE SYSTEM       RFFSD177-01
  AT         : 08.49.04          FIXED RATE LOAN LISTING      AMORTIZED BALANCE
  SERIES     : RAMP 2002-RS7                                  CUTOFF : 12/01/02
  POOL       : 0004652
             :
             :
  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 #
  ______________________________________________________________________________


    4294342          U62/G02             F          135,000.00         ZZ
                                         360        132,952.95          1
                                       8.225          1,011.84         90
                                       7.975          1,011.84
    STOW             OH   44224          2            01/25/01         04
    0432603785                           05           03/01/01         25
    2001233173                           O            02/01/31
    0


    5530590          623/985             F          104,900.00         ZZ
                                         180         90,230.37          1
                                       8.250          1,017.68         75
                                       8.000          1,017.68
    HUDSONVILLE      MI   49426          1            03/27/01         00
    0200979433                           05           05/01/01          0
    5330429                              O            04/01/16
    0


    6109110          U62/G02             F           95,850.00         ZZ
                                         180         91,865.72          1
                                       6.250            821.84         90
                                       6.000            821.84
    MARION           VA   24354          2            11/09/01         23
    0433388675                           05           01/01/02          0
    2001303718                           O            12/01/16
    0


    6386604          L49/G01             F          316,750.00         ZZ
                                         360        313,757.86          1
                                       7.375          2,187.72         91
                                       7.125          2,187.72
    FAIRFIELD        CA   94533          1            11/09/01         11
    0433406964                           05           01/01/02         25
1


    10008047                             O            12/01/31
    0


    6587600          E82/G01             F          260,200.00         ZZ
                                         360        257,359.96          1
                                       6.625          1,666.09         73
                                       6.375          1,666.09
    LOS ANGELES      CA   90004          2            11/13/01         00
    0400522132                           05           01/01/02          0
    0400522132                           O            12/01/31
    0


    7266608          E82/G01             F          603,500.00         ZZ
                                         180        583,335.44          1
                                       6.625          5,298.69         77
                                       6.375          5,298.69
    LUTZ             FL   33549          2            01/04/02         00
    0400521555                           05           03/01/02          0
    4150562                              O            02/01/17
    0


    7353663          E84/G02             F          587,500.00         ZZ
                                         360        583,274.10          2
                                       7.250          4,007.79         80
                                       7.000          4,007.79
    SAN FRANCISCO    CA   94117          2            02/18/02         00
    0433906104                           05           04/01/02          0
    37000775                             O            03/01/32
    0


    7443360          E84/U57             F          441,600.00         ZZ
                                         360        437,345.24          1
                                       7.000          2,937.98         89
                                       6.750          2,937.98
    PORTLAND         OR   97229          2            12/10/01         10
    0433605953                           03           02/01/02         25
    60403458                             O            01/01/32
    0


    7583878          U39/U39             F          508,000.00         ZZ
                                         360        502,428.08          1
                                       6.125          3,086.66         80
                                       5.875          3,086.66
    SUWANEE          GA   30024          1            12/21/01         00
    0011723327                           03           02/01/02          0
    0117233271                           O            01/01/32
    0


1


    7590079          286/286             F          129,000.00         T
                                         240        126,399.90          1
                                       7.500          1,039.22         60
                                       7.250          1,039.22
    MIAMI            FL   33182          2            01/08/02         00
    851568                               05           03/01/02          0
    851568                               O            02/01/22
    0


    7673081          H58/G02             F           75,300.00         ZZ
                                         240         74,315.38          1
                                       7.375            600.87         69
                                       7.125            600.87
    JACKSONVILLE     FL   32219          5            04/18/02         00
    0433985116                           27           06/01/02          0
    93554                                O            05/01/22
    0


    7686585          286/286             F           50,000.00         ZZ
                                         360         49,636.64          1
                                       7.750            358.21         62
                                       7.500            358.21
    CHICAGO          IL   60617          5            01/15/02         00
    736963                               05           03/01/02          0
    736963                               N            02/01/32
    0


    7689221          286/286             F          130,000.00         ZZ
                                         360        129,129.85          1
                                       7.000            864.90         97
                                       6.750            864.90
    GLADEWATER       TX   75647          1            03/27/02         10
    1011108                              05           05/01/02         25
    1011108                              O            04/01/32
    0


    7689245          286/286             F           58,900.00         ZZ
                                         360         58,617.74          1
                                       8.000            432.19         99
                                       7.750            432.19
    DEBARY           FL   32713          1            04/10/02         11
    1085518                              03           06/01/02         25
    1085518                              O            05/01/32
    0


    7704075          E82/G01             F          511,100.00         ZZ
                                         360        506,503.41          1
                                       7.375          3,530.04         87
                                       7.125          3,530.04
1


    NEW YORK         NY   10028          2            05/16/02         04
    0400614012                           06           07/01/02         25
    4699400                              O            06/01/32
    0


    7744063          E82/G02             F           81,350.00         ZZ
                                         360         80,975.01          1
                                       7.125            548.07         74
                                       6.875            548.07
    LAWRENCEVILLE    GA   30043          2            05/30/02         00
    0400633509                           05           08/01/02          0
    1555348                              O            07/01/32
    0


    7786359          286/286             F           95,050.00         ZZ
                                         360         94,473.12          1
                                       7.500            664.61         96
                                       7.250            664.61
    WARNER ROBINS    GA   31088          2            03/15/02         10
    1074411                              05           05/01/02         30
    1074411                              O            04/01/32
    0


    7793383          E45/G02             F           57,000.00         ZZ
                                         360         56,719.95          1
                                       7.875            413.29        100
                                       7.625            413.29
    ORLANDO          FL   32801          1            04/30/02         11
    0434199931                           05           06/01/02         30
    224647                               O            05/01/32
    0


    7804931          E84/U57             F          112,500.00         ZZ
                                         360        112,152.39          2
                                       9.375            935.72         75
                                       8.875            935.72
    WASHINGTON       DC   20011          5            05/29/02         00
    0434205399                           07           07/01/02          0
    66820133                             N            06/01/32
    0


    7807385          E45/U57             F          212,500.00         ZZ
                                         180        208,630.37          1
                                       7.625          1,985.03         85
                                       7.375          1,985.03
    HOMOSASSA        FL   34446          5            05/17/02         11
    0434770053                           03           07/01/02         25
    220238                               O            06/01/17
    0
1




    7812792          286/286             F           99,900.00         ZZ
                                         360         98,835.30          1
                                       6.750            647.95         97
                                       6.500            647.95
    BEND             OR   97707          1            11/16/01         12
    0851565                              03           01/01/02         18
    851565                               O            12/01/31
    0


    7813256          286/286             F          140,650.00         ZZ
                                         360        139,285.10          1
                                       7.250            959.49         97
                                       7.000            959.49
    COLUMBUS         OH   43229          1            12/18/01         10
    0884359                              05           02/01/02         18
    884359                               O            01/01/32
    0


    7828463          738/U57             F           81,600.00         ZZ
                                         360         81,320.37          1
                                       8.875            649.25         85
                                       8.375            649.25
    WILTON MANORS    FL   33334          1            05/22/02         23
    0434803870                           01           07/01/02          0
    40427757                             O            06/01/32
    0


    7885969          E82/G01             F          646,000.00         ZZ
                                         360        643,810.40          1
                                       6.875          4,243.76         65
                                       6.625          4,243.76
    ENCINITAS        CA   92024          2            07/22/02         00
    0400643201                           05           09/01/02          0
    0400643201                           O            08/01/32
    0


    7888989          E82/G01             F          326,000.00         ZZ
                                         360        324,520.32          1
                                       6.750          2,114.43         70
                                       6.500          2,114.43
    EVERGREEN        CO   80439          5            07/26/02         00
    0400656690                           05           09/01/02          0
    0400656690                           O            08/01/32
    0


    7922091          K15/U57             F           90,600.00         ZZ
                                         240         89,615.41          1
1


                                       7.250            716.08         79
                                       7.000            716.08
    GARLAND          NC   28441          5            07/26/02         00
    0434714317                           05           09/01/02          0
    01710501807                          O            08/01/22
    0


    7947383          W82/U57             F           72,000.00         ZZ
                                         360         71,528.69          1
                                       8.875            572.86         90
                                       8.375            572.86
    PHILADELPHIA     PA   19144          5            07/24/02         23
    0434948857                           07           09/01/02          0
    9215020006485                        O            08/01/32
    0


    7958737          964/U56             F          143,450.00         ZZ
                                         360        143,041.09          1
                                       7.750          1,027.69         95
                                       7.500          1,027.69
    NORTH LAS VEGAS  NV   89032          5            07/16/02         12
    0434431946                           05           09/01/02         30
    223338                               O            08/01/32
    0


    8004451          K15/U57             F           78,500.00         ZZ
                                         180         77,719.96          1
                                       6.500            683.82         64
                                       6.000            683.82
    ALBUQUERQUE      NM   87120          5            08/27/02         00
    0434828323                           05           10/01/02          0
    033505302199                         O            09/01/17
    0


    8015853          G34/U57             F          101,000.00         ZZ
                                         360         99,964.34          1
                                       6.500            638.39         72
                                       6.250            638.39
    DENTON           TX   76209          5            12/03/01         00
    0434816682                           05           02/01/02          0
    850211225                            O            01/01/32
    0


    8021127          N67/U56             F           69,200.00         ZZ
                                         360         69,076.56          1
                                       8.625            538.23         80
                                       8.375            538.23
    JONESBORO        GA   30238          2            08/05/02         00
    0434546370                           05           10/01/02          0
1


    3252002426                           O            09/01/32
    0


    8021669          N67/U56             F          104,500.00         ZZ
                                         180        104,256.85          1
                                       8.750            822.11         95
                                       8.500            822.11
    IRVINGTON        NJ   07111          1            07/30/02         01
    0434557021                           05           09/01/02         35
    3265002503                           O            08/01/17
    0


    8021757          N67/U56             F          180,000.00         ZZ
                                         180        178,429.06          1
                                       8.000          1,720.17         79
                                       7.750          1,720.17
    BRONX            NY   10470          5            08/07/02         00
    0434552444                           05           10/01/02          0
    3274002329                           O            09/01/17
    0


    8024871          N67/U56             F          118,710.00         ZZ
                                         180        117,345.09          1
                                       9.000            955.17         90
                                       8.750            955.17
    MENOMONIE        WI   54751          1            07/16/02         10
    0434550604                           05           09/01/02         30
    3265003011A                          O            08/01/17
    0


    8024887          N67/U56             F           95,400.00         ZZ
                                         180         95,011.92          1
                                       8.250            716.71         90
                                       8.000            716.71
    SHEBOYGAN        WI   53081          1            08/07/02         01
    0434550778                           05           10/01/02         30
    3265003162A                          O            09/01/17
    0


    8033115          E45/U57             F          120,600.00         ZZ
                                         360        120,099.94          1
                                       7.000            802.35         90
                                       6.750            802.35
    MOBILE           AL   36695          1            06/05/02         23
    0434579793                           05           08/01/02          0
    217097                               N            07/01/32
    0


1


    8034999          E45/U57             F           41,600.00         ZZ
                                         360         40,493.64          1
                                       6.875            273.28         80
                                       6.625            273.28
    OCALA            FL   34475          1            08/19/02         00
    0434578787                           05           10/01/02          0
    250931                               O            09/01/32
    0


    8042381          W78/U57             F          100,000.00         ZZ
                                         360         99,865.90          1
                                       9.990            876.83        100
                                       9.490            876.83
    GAINSVILLE       GA   30507          2            08/21/02         23
    0434609160                           05           10/01/02          0
    40596316                             O            09/01/32
    0


    8046743          E45/U57             F          278,800.00         ZZ
                                         360        277,890.98          1
                                       6.875          1,831.52         80
                                       6.625          1,831.52
    ROUND HILL       VA   20141          1            08/20/02         00
    0434610911                           03           10/01/02          0
    269192                               O            09/01/32
    0


    8047301          T08/U57             F          111,150.00         ZZ
                                         360        110,732.35          1
                                       7.500            777.18         95
                                       7.250            777.18
    LEESBURG         FL   34788          1            06/28/02         11
    0434582375                           27           08/01/02         30
    11180774                             O            07/01/32
    0


    8047907          E82/G01             F          144,000.00         ZZ
                                         360        143,757.35          1
                                       6.875            945.98         74
                                       6.625            945.98
    WESTON           FL   33326          2            09/16/02         00
    0400667812                           03           11/01/02          0
    0400667812                           O            10/01/32
    0


    8048169          E86/U57             F          407,000.00         ZZ
                                         360        405,863.09          1
                                       6.375          2,539.15         90
                                       6.125          2,539.15
1


    CORONA           CA   92881          1            08/20/02         01
    0434622395                           05           10/01/02         25
    0217688                              O            09/01/32
    0


    8050017          W93/G01             F          240,000.00         ZZ
                                         360        239,595.58          1
                                       6.875          1,576.63         80
                                       6.625          1,576.63
    CHULA VISTA      CA   91910          1            09/10/02         00
    0434899571                           05           11/01/02          0
    1                                    O            10/01/32
    0


    8053901          E86/U57             F          374,500.00         ZZ
                                         360        373,853.31          1
                                       6.750          2,429.00         67
                                       6.500          2,429.00
    NORTHBROOK       IL   60062          2            09/03/02         00
    0434864492                           05           11/01/02          0
    0000206375                           O            10/01/32
    0


    8055511          Q82/U56             F           77,000.00         ZZ
                                         360         76,805.71          1
                                       9.480            646.47        103
                                       8.980            646.47
    JACKSONVILLE     FL   32209          5            07/03/02         23
    0434603478                           05           08/09/02          0
    201002078041                         O            07/09/32
    0


    8055703          601/U57             F          339,300.00         ZZ
                                         360        338,329.14          1
                                       6.250          2,089.13         90
                                       6.000          2,089.13
    BELLINGHAM       WA   98226          1            08/13/02         14
    0434648283                           05           10/01/02         25
    1897082                              O            09/01/32
    0


    8066173          W40/G01             F          258,400.00         ZZ
                                         360        257,931.55          1
                                       6.500          1,633.26         80
                                       6.250          1,633.26
    GRAND RAPIDS     MI   49546          2            09/17/02         00
    0434931002                           29           11/01/02          0
    101010485                            O            10/01/32
    0
1




    8069419          N74/U57             F           85,000.00         ZZ
                                         360         84,797.10          1
                                       8.625            661.12         87
                                       8.125            661.12
    RICHMOND         VA   23231          5            08/20/02         23
    0434635850                           05           09/26/02          0
    0030595010                           O            08/26/32
    0


    8080517          L49/U57             F          359,000.00         ZZ
                                         360        358,248.56          1
                                       5.750          2,095.03         65
                                       5.500          2,095.03
    FULLERTON        CA   92831          2            09/18/02         00
    0434661419                           03           11/01/02          0
    10011086                             O            10/01/32
    0


    8084485          588/G01             F          208,000.00         ZZ
                                         360        207,498.04          1
                                       7.125          1,401.33         80
                                       6.875          1,401.33
    LORTON           VA   22079          1            08/02/02         00
    0434743795                           05           10/01/02          0
    1069140                              O            09/01/32
    0


    8084547          W39/G01             F          112,000.00         ZZ
                                         360        111,820.33          1
                                       7.125            754.57         80
                                       6.875            754.57
    ROUND ROCK       TX   78681          1            10/03/02         00
    0434694964                           05           11/01/02          0
    PNI22549                             O            10/01/32
    0


    8095905          286/286             F           42,500.00         ZZ
                                         360         42,378.83          1
                                       7.750            304.48         85
                                       7.500            304.48
    FLINT            MI   48504          5            07/23/02         11
    1436530                              05           09/01/02         12
    1436530                              N            08/01/32
    0


    8099749          W93/G01             F          224,000.00         ZZ
                                         360        223,797.49          1
1


                                       6.500          1,415.84         80
                                       6.250          1,415.84
    BOISE            ID   83703          1            10/07/02         00
    0434837621                           03           12/01/02          0
    60400357                             O            11/01/32
    0


    8101573          W95/U57             F           50,400.00         ZZ
                                         360         50,357.24          1
                                      12.100            522.31         80
                                      11.600            522.31
    JACKSON          MS   39204          5            08/07/02         00
    0434895025                           05           10/01/02          0
    2292810007669                        O            09/01/32
    0


    8102581          R26/U57             F          133,600.00         ZZ
                                         180        133,135.69          2
                                       5.875          1,118.39         79
                                       5.625          1,118.39
    ANSONIA          CT   06401          5            10/02/02         00
    0434719936                           05           12/01/02          0
    003982                               O            11/01/17
    0


    8103069          Q82/U56             F          174,250.00         ZZ
                                         360        173,978.47          1
                                       9.310          1,441.10         85
                                       8.810          1,441.10
    DEEP GAP         NC   28618          5            08/23/02         23
    0434727699                           05           10/01/02          0
    201002079697                         O            09/01/32
    0


    8104873          E45/U57             F          300,700.00         ZZ
                                         180        298,582.56          1
                                       5.750          2,497.04         79
                                       5.500          2,497.04
    FAIRFAX          VA   22032          2            09/18/02         00
    0434770665                           05           11/01/02          0
    272410                               O            10/01/17
    0


    8105033          E45/U57             F           91,000.00         ZZ
                                         120         89,879.14          1
                                       5.875          1,004.58         57
                                       5.625          1,004.58
    OLATHE           KS   66062          5            09/13/02         00
    0434748083                           05           11/01/02          0
1


    278034                               O            10/01/12
    0


    8106253          E45/U57             F          122,550.00         ZZ
                                         360        122,215.83          1
                                       6.500            774.60         95
                                       6.250            774.60
    HESPERIA         CA   92345          1            08/09/02         11
    0434743787                           05           10/01/02         30
    265298                               O            09/01/32
    0


    8106275          E45/U57             F          129,950.00         ZZ
                                         360        129,720.07          1
                                       6.625            832.08         97
                                       6.375            832.08
    CHICO            CA   95928          1            09/16/02         23
    0434770855                           05           11/01/02          0
    262225                               O            10/01/32
    0


    8106345          E45/U57             F          183,000.00         ZZ
                                         120        180,761.06          3
                                       6.000          2,031.68         36
                                       5.750          2,031.68
    MEDFORD          MA   02155          2            09/12/02         00
    0434748679                           05           11/01/02          0
    265250                               O            10/01/12
    0


    8106371          E45/U57             F           62,500.00         ZZ
                                         360         62,386.70          1
                                       6.500            395.04        100
                                       6.250            395.04
    OCALA            FL   34474          1            09/10/02         11
    0434743613                           03           11/01/02         35
    252606                               O            10/01/32
    0


    8106529          E45/U57             F           85,500.00         ZZ
                                         360         85,230.56          1
                                       8.375            649.86         98
                                       8.125            649.86
    TOWNSEND         GA   31331          2            06/21/02         23
    0434771309                           05           08/01/02          0
    245910                               O            07/01/32
    0


1


    8106573          E45/U57             F           99,000.00         ZZ
                                         360         98,688.30          1
                                       7.250            675.35         90
                                       7.000            675.35
    ATLANTA          GA   30311          1            07/23/02         23
    0434753414                           05           09/01/02          0
    257897                               N            08/01/32
    0


    8106633          E45/U57             F          362,000.00         ZZ
                                         360        361,343.71          1
                                       6.500          2,288.09         61
                                       6.250          2,288.09
    NOVATO           CA   94947          5            09/03/02         00
    0434771523                           05           11/01/02          0
    263501                               O            10/01/32
    0


    8106693          E45/U57             F           60,000.00         ZZ
                                         360         59,915.03          1
                                       7.750            429.85         47
                                       7.500            429.85
    POMPANO BEACH    FL   33064          5            09/17/02         00
    0434743944                           05           11/01/02          0
    270506                               O            10/01/32
    0


    8106699          E45/U57             F          214,303.00         ZZ
                                         360        213,895.26          1
                                       6.250          1,319.50         90
                                       6.000          1,319.50
    MABLETON         GA   30126          1            09/24/02         11
    0434770780                           03           11/01/02         25
    290266                               O            10/01/32
    0


    8107255          R54/U57             F           55,000.00         ZZ
                                         360         54,959.51          1
                                      10.875            518.59        100
                                      10.375            518.59
    DENHAM SPRINGS   LA   70726          1            09/17/02         23
    0434923496                           05           11/01/02          0
    2000004505                           O            10/01/32
    0


    8110237          E22/G01             F           83,200.00         ZZ
                                         360         83,122.94          1
                                       6.375            519.06         80
                                       6.125            519.06
1


    GRAND RAPIDS     MI   49504          1            10/15/02         00
    0414983106                           05           12/01/02          0
    0414983106                           O            11/01/32
    0


    8113355          Q82/U56             F          159,600.00         ZZ
                                         180        159,372.39          1
                                       9.700          1,365.36         95
                                       9.200          1,365.36
    BALLWIN          MO   63021          5            09/10/02         23
    0434907747                           05           10/20/02          0
    221002095959                         O            09/20/17
    0


    8114001          N67/U56             F          185,250.00         ZZ
                                         360        184,974.18          1
                                       7.500          1,295.29         95
                                       7.250          1,295.29
    LITTLE RIVER     SC   29566          1            09/12/02         01
    0434749057                           05           11/01/02         35
    3254002134A                          O            10/01/32
    0


    8114035          N67/U56             F          204,250.00         ZZ
                                         180        204,001.64          1
                                       8.500          1,570.51         95
                                       8.250          1,570.51
    ELK RIVER        MN   55330          1            09/06/02         12
    0434749404                           05           11/01/02         35
    1161001592A                          O            10/01/17
    0


    8114053          N67/U56             F          141,550.00         ZZ
                                         180        141,277.35          1
                                       8.250          1,063.42         95
                                       8.000          1,063.42
    ST. PAUL         MN   55117          1            09/03/02         01
    0434749644                           05           10/01/02         35
    1161001821A                          O            09/01/17
    0


    8114123          N67/U56             F           90,000.00         ZZ
                                         180         89,793.28          1
                                       7.375            621.61         41
                                       7.125            621.61
    ALGONQUIN        IL   60102          1            09/04/02         00
    0434750345                           03           10/01/02          0
    1162000061A                          O            09/01/17
    0
1




    8114159          N67/U56             F          177,350.00         ZZ
                                         180        176,971.86          1
                                       7.250          1,209.84         95
                                       7.000          1,209.84
    AURORA           IL   60504          1            09/11/02         01
    0434750972                           05           11/01/02         35
    1162000391A                          O            10/01/17
    0


    8114207          N67/U56             F          102,500.00         ZZ
                                         180        102,326.32          1
                                       8.875            815.54         95
                                       8.625            815.54
    ADDISON          IL   60101          1            09/05/02         01
    0434751715                           05           10/01/02         35
    3261001544A                          O            09/01/17
    0


    8114209          N67/U56             F          115,000.00         ZZ
                                         180        114,856.55          1
                                       8.375            874.08         89
                                       8.125            874.08
    CHICAGO          IL   60628          1            09/04/02         12
    0434751749                           05           11/01/02         35
    3261001552A                          O            10/01/17
    0


    8114229          N67/U56             F          151,900.00         ZZ
                                         180        151,705.62          2
                                       8.250          1,141.17         70
                                       8.000          1,141.17
    CHICAGO          IL   60639          5            09/03/02         00
    0434752010                           05           11/01/02          0
    3261001779A                          O            10/01/17
    0


    8114235          N67/U56             F          110,700.00         ZZ
                                         180        110,579.55          1
                                       9.375            920.75         90
                                       9.125            920.75
    GRANITE CITY     IL   62040          1            09/12/02         01
    0434752085                           05           11/01/02         30
    3261001817A                          O            10/01/17
    0


    8114241          N67/U56             F           58,400.00         ZZ
                                         180         58,328.99          1
1


                                       8.500            449.05         95
                                       8.250            449.05
    HOMEWOOD         IL   60430          1            09/10/02         01
    0434752150                           05           11/01/02         35
    3261001861A                          O            10/01/17
    0


    8114267          N67/U56             F          259,350.00         ZZ
                                         180        258,628.99          1
                                       7.875          1,880.47         95
                                       7.625          1,880.47
    CHICAGO          IL   60641          1            07/29/02         10
    0434752424                           05           09/01/02         35
    3262002118A                          O            08/01/17
    0


    8114281          N67/U56             F          112,500.00         ZZ
                                         180        112,373.39          2
                                       8.875            895.10         90
                                       8.625            895.10
    CHICAGO          IL   60617          1            09/03/02         10
    0434752606                           05           11/01/02         30
    3262002282A                          O            10/01/17
    0


    8114285          N67/U56             F          329,650.00         ZZ
                                         180        329,217.28          2
                                       8.125          2,447.64         95
                                       7.875          2,447.64
    CHICAGO          IL   60634          1            09/05/02         01
    0434752671                           05           11/01/02         35
    3262002312A                          O            10/01/17
    0


    8114299          N67/U56             F          131,100.00         ZZ
                                         180        130,932.23          1
                                       8.250            984.91         95
                                       8.000            984.91
    DES PLAINES      IL   60016          1            09/04/02         01
    0434752861                           05           11/01/02         35
    3262002494A                          O            10/01/17
    0


    8114309          N67/U56             F           68,000.00         ZZ
                                         180         67,906.09          1
                                       7.875            493.05         85
                                       7.625            493.05
    CHICAGO          IL   60620          1            09/10/02         10
    0434752986                           05           11/01/02         25
1


    3262002556A                          N            10/01/17
    0


    8114311          N67/U56             F          118,750.00         ZZ
                                         180        118,492.42          1
                                       8.750            934.21         95
                                       8.500            934.21
    BELLWOOD         IL   60104          1            09/06/02         10
    0434753000                           05           11/01/02         35
    3262002558A                          O            10/01/17
    0


    8114317          N67/U56             F          182,000.00         ZZ
                                         180        181,761.10          1
                                       8.125          1,351.34         95
                                       7.875          1,351.34
    MOKENA           IL   60448          1            09/09/02         12
    0434753117                           05           11/01/02         35
    3262002624A                          O            10/01/17
    0


    8114319          N67/U56             F          105,500.00         ZZ
                                         180        105,334.90          1
                                       7.250            719.70         80
                                       7.000            719.70
    SCHIILER PARK    IL   60176          1            09/05/02         00
    0434753133                           05           11/01/02          0
    3262002636A                          O            10/01/17
    0


    8114321          N67/U56             F          191,900.00         ZZ
                                         180        191,666.68          1
                                       8.500          1,475.54         95
                                       8.250          1,475.54
    CHICAGO          IL   60639          1            09/11/02         01
    0434753166                           05           11/01/02         35
    3262002639A                          O            10/01/17
    0


    8114343          N67/U56             F          303,050.00         ZZ
                                         180        302,631.53          2
                                       7.875          2,197.32         95
                                       7.625          2,197.32
    CHICAGO          IL   60641          1            09/10/02         10
    0434753430                           05           11/01/02         35
    3262002752A                          O            10/01/17
    0


1


    8114347          N67/U56             F          114,000.00         ZZ
                                         180        113,698.94          2
                                       8.375            866.48         95
                                       8.125            866.48
    AURORA           IL   60505          1            09/06/02         10
    0434753463                           05           11/01/02         35
    3262002810A                          O            10/01/17
    0


    8114357          N67/U56             F          500,000.00         ZZ
                                         180        496,181.27          1
                                       7.375          3,453.38         79
                                       7.125          3,453.38
    TENAFLY          NJ   07670          5            08/29/02         00
    0434756367                           05           10/01/02          0
    3264001002A                          O            09/01/17
    0


    8114367          N67/U56             F          244,600.00         ZZ
                                         180        244,302.59          1
                                       8.500          1,880.76         95
                                       8.250          1,880.76
    BAYONNE          NJ   07002          1            09/06/02         01
    0434756425                           05           11/01/02         35
    3264001167A                          O            10/01/17
    0


    8114379          N67/U56             F          170,905.00         ZZ
                                         180        170,480.88          2
                                       8.500          1,314.11         95
                                       8.250          1,314.11
    CHICAGO          IL   60620          1            07/22/02         01
    0434756490                           05           09/01/02         35
    3265002880A                          O            08/01/17
    0


    8114381          N67/U56             F          232,700.00         ZZ
                                         180        232,099.28          1
                                       8.250          1,748.20         95
                                       8.000          1,748.20
    SCHILLER PARK    IL   60176          1            07/26/02         01
    0434756508                           05           09/01/02         35
    3265003029A                          O            08/01/17
    0


    8114385          N67/U56             F          169,000.00         ZZ
                                         180        168,713.67          2
                                       8.875          1,344.64         95
                                       8.625          1,344.64
1


    CHICAGO          IL   60632          1            08/28/02         01
    0434756524                           05           10/01/02         35
    3265003103A                          O            09/01/17
    0


    8114399          N67/U56             F          300,000.00         ZZ
                                         180        299,404.25          2
                                       8.750          2,360.11         75
                                       8.500          2,360.11
    OAK PARK         IL   60302          5            08/22/02         00
    0434756607                           05           10/01/02          0
    3265003201A                          O            09/01/17
    0


    8114411          N67/U56             F           76,000.00         ZZ
                                         180         75,860.91          1
                                       8.500            584.37         95
                                       8.250            584.37
    CLEVELAND        OH   44127          1            08/16/02         01
    0434756789                           05           10/01/02         35
    3265003230A                          O            09/01/17
    0


    8114453          N67/U56             F          154,800.00         ZZ
                                         180        154,530.84          1
                                       8.750          1,217.82         95
                                       8.500          1,217.82
    CICERO           IL   60804          1            08/29/02         01
    0434756805                           05           10/01/02         35
    3265003234A                          O            09/01/17
    0


    8114459          N67/U56             F          229,900.00         ZZ
                                         180        229,479.19          1
                                       8.500          1,767.74         95
                                       8.250          1,767.74
    LAKE IN THE HIL  IL   60102          1            08/23/02         01
    0434756839                           05           10/01/02         35
    3265003242A                          O            09/01/17
    0


    8114463          N67/U56             F          159,000.00         ZZ
                                         180        158,723.55          1
                                       8.750          1,250.86         94
                                       8.500          1,250.86
    MELROSE PARK     IL   60160          2            08/20/02         01
    0434756854                           05           10/01/02         35
    3265003246A                          O            09/01/17
    0
1




    8114565          N67/U56             F          123,500.00         ZZ
                                         180        123,004.54          1
                                       8.125            916.98         75
                                       7.875            916.98
    GERMAN TOWN      MD   20874          5            08/29/02         00
    0434757852                           03           10/01/02          0
    3274004014A                          O            09/01/17
    0


    8114581          N67/U56             F           86,450.00         ZZ
                                         180         86,291.75          1
                                       8.500            664.73         95
                                       8.250            664.73
    SILVER SPRING    MD   20902          1            09/03/02         01
    0434757936                           05           10/01/02         35
    3274004097A                          O            09/01/17
    0


    8114583          N67/U56             F          104,500.00         ZZ
                                         180        104,276.54          1
                                       7.750            748.65         95
                                       7.500            748.65
    WINDSOR MILL     MD   21244          1            09/05/02         10
    0434757944                           03           10/01/02         35
    3274004099A                          O            09/01/17
    0


    8114601          N67/U56             F          114,000.00         ZZ
                                         180        113,785.95          1
                                       8.375            866.48         95
                                       8.125            866.48
    ROSEDALE         MD   21237          1            09/04/02         01
    0434758108                           05           10/01/02         35
    3274004181A                          O            09/01/17
    0


    8114915          E45/U57             F          470,000.00         ZZ
                                         360        469,127.06          1
                                       6.375          2,932.19         47
                                       6.125          2,932.19
    LAGUNA HILLS     CA   92653          2            09/20/02         00
    0434791554                           03           11/01/02          0
    264780                               O            10/01/32
    0


    8115105          E45/U57             F          418,000.00         ZZ
                                         360        417,223.64          1
1


                                       6.375          2,607.78         80
                                       6.125          2,607.78
    GAITHERSBURG     MD   20882          2            09/27/02         00
    0434792768                           05           11/01/02          0
    285137                               O            10/01/32
    0


    8116615          N67/U56             F           69,350.00         ZZ
                                         180         69,261.26          1
                                       8.250            521.00         95
                                       8.000            521.00
    BELTSVILLE       MD   20705          1            09/27/02         01
    0434750709                           01           11/01/02         35
    3274004465A                          O            10/01/17
    0


    8116645          N67/U56             F           74,100.00         ZZ
                                         180         74,000.23          1
                                       8.000            543.72         95
                                       7.750            543.72
    HYATTSVILLE      MD   20783          1            09/25/02         01
    0434751012                           01           11/01/02         35
    3274004550A                          O            10/01/17
    0


    8116781          N67/U56             F          136,000.00         ZZ
                                         180        135,830.35          2
                                       8.375          1,033.70         80
                                       8.125          1,033.70
    AURORA           IL   60505          5            09/23/02         00
    0434755609                           05           11/01/02          0
    3261001778A                          O            10/01/17
    0


    8116783          N67/U56             F          324,000.00         ZZ
                                         180        323,680.00          1
                                       9.500          2,724.37         90
                                       9.250          2,724.37
    PALISADES PARK   NJ   07650          1            09/30/02         12
    0434755708                           05           11/01/02         30
    3261001803A                          O            10/01/17
    0


    8116785          N67/U56             F           95,000.00         ZZ
                                         180         94,872.08          1
                                       8.000            697.08         80
                                       7.750            697.08
    BLOOMINGTON      IL   61701          5            09/18/02         00
    0434755641                           05           11/01/02          0
1


    3261001818A                          O            10/01/17
    0


    8116787          N67/U56             F          229,000.00         ZZ
                                         180        228,706.95          3
                                       8.250          1,720.40         77
                                       8.000          1,720.40
    KEARNY           NJ   07032          5            09/17/02         00
    0434755658                           05           11/01/02          0
    3261001823A                          O            10/01/17
    0


    8116791          N67/U56             F          188,100.00         ZZ
                                         180        187,840.25          2
                                       7.875          1,363.86         90
                                       7.625          1,363.86
    GUTTENBERG       NJ   07093          1            09/27/02         01
    0434755674                           05           11/01/02         30
    3261001840A                          O            10/01/17
    0


    8116793          N67/U56             F          137,650.00         ZZ
                                         180        137,482.63          1
                                       8.500          1,058.41         95
                                       8.250          1,058.41
    CHICAGO          IL   60626          1            09/27/02         10
    0434755765                           01           11/01/02         35
    3261001842A                          O            10/01/17
    0


    8116797          N67/U56             F          189,900.00         ZZ
                                         180        189,566.19          1
                                       8.375          1,443.38         95
                                       8.125          1,443.38
    MELROSE PARK     IL   60160          1            09/26/02         01
    0434756714                           05           11/01/02         35
    3261001852A                          O            10/01/17
    0


    8116801          N67/U56             F           92,000.00         ZZ
                                         180         91,436.45          1
                                       7.375            846.33         35
                                       7.125            846.33
    MOUNT VERNON     NY   10552          5            09/20/02         00
    0434757076                           05           11/01/02          0
    3261001857A                          O            10/01/17
    0


1


    8116819          N67/U56             F          166,250.00         ZZ
                                         360        166,002.47          1
                                       7.500          1,162.44         95
                                       7.250          1,162.44
    LAREDO           TX   78045          1            09/23/02         01
    0434757266                           03           11/01/02         35
    1161001620A                          O            10/01/32
    0


    8116831          N67/U56             F           64,125.00         ZZ
                                         360         64,034.19          1
                                       7.750            459.40         95
                                       7.500            459.40
    BELLA VISTA      AR   72714          1            09/23/02         10
    0434757373                           05           11/01/02         35
    1161001854A                          O            10/01/32
    0


    8116839          N67/U56             F           93,550.00         ZZ
                                         360         93,436.25          1
                                       8.500            719.32         95
                                       8.250            719.32
    BEAUMONT         TX   77706          1            09/20/02         01
    0434757449                           05           11/01/02         35
    1161002015A                          O            10/01/32
    0


    8116847          N67/U56             F          116,100.00         ZZ
                                         360        115,939.67          1
                                       7.875            841.81         90
                                       7.625            841.81
    SMITHVILLE       MO   64089          2            09/20/02         12
    0434757522                           05           11/01/02         30
    1161002087A                          O            10/01/32
    0


    8116851          N67/U56             F          159,600.00         ZZ
                                         360        159,400.90          1
                                       8.375          1,213.08         95
                                       8.125          1,213.08
    OVERLAND PARK    KS   66207          1            09/26/02         01
    0434757555                           05           11/01/02         35
    1161002120A                          O            10/01/32
    0


    8116855          N67/U56             F           78,750.00         ZZ
                                         360         78,649.23          1
                                       8.250            591.62         90
                                       8.000            591.62
1


    DALE             TX   78616          1            09/24/02         01
    0434757597                           05           11/01/02         35
    1161002146A                          O            10/01/32
    0


    8116859          N67/U56             F          181,250.00         ZZ
                                         360        181,029.61          1
                                       8.500          1,393.66         95
                                       8.250          1,393.66
    PINEHURST        TX   77362          1            09/19/02         01
    0434757621                           03           11/01/02         35
    1161002162A                          O            10/01/32
    0


    8116863          N67/U56             F          104,800.00         ZZ
                                         360        104,585.70          1
                                       7.250            714.92         80
                                       7.000            714.92
    GARLAND          TX   75043          1            09/16/02         00
    0434757662                           05           11/01/02          0
    1161002179A                          O            10/01/32
    0


    8116867          N67/U56             F           52,490.00         ZZ
                                         180         52,157.84          1
                                       7.000            471.79         70
                                       6.750            471.79
    LAREDO           TX   78046          1            09/26/02         00
    0434758637                           03           11/01/02          0
    1161002200A                          O            10/01/17
    0


    8116871          N67/U56             F          201,850.00         ZZ
                                         360        201,578.23          1
                                       8.000          1,481.10         95
                                       7.750          1,481.10
    LAREDO           TX   78041          1            09/26/02         01
    0434757977                           03           11/01/02         35
    1161002201A                          O            10/01/32
    0


    8116875          N67/U56             F           94,050.00         ZZ
                                         360         93,957.12          1
                                       9.500            790.82         90
                                       9.250            790.82
    MCALLEN          TX   78504          1            09/20/02         01
    0434756342                           05           11/01/02         30
    1161002210A                          O            10/01/32
    0
1




    8116895          N67/U56             F          132,900.00         ZZ
                                         360        132,692.03          1
                                       7.250            906.61         75
                                       7.000            906.61
    BLOOMINGTON      MN   55420          1            09/25/02         00
    0434758058                           05           11/01/02          0
    1161002293A                          O            10/01/32
    0


    8116903          N67/U56             F          144,500.00         ZZ
                                         180        143,503.78          1
                                       6.000          1,219.37         80
                                       5.750          1,219.37
    WOODSTOCK        GA   30189          1            09/26/02         00
    0434758827                           03           11/01/02          0
    1162000658A                          O            10/01/17
    0


    8116907          N67/U56             F          343,000.00         ZZ
                                         180        340,651.18          1
                                       6.125          2,917.64         70
                                       5.875          2,917.64
    SCOTTSDALE       AZ   85259          5            09/17/02         00
    0434758090                           03           11/01/02          0
    1760003074A                          O            10/01/17
    0


    8116911          N67/U56             F          500,000.00         ZZ
                                         360        499,002.01          1
                                       6.000          2,997.75         71
                                       5.750          2,997.75
    SCOTTSDALE       AZ   85262          1            09/23/02         00
    0434758116                           03           11/01/02          0
    1760003079A                          O            10/01/32
    0


    8116915          N67/U56             F          381,000.00         ZZ
                                         180        378,401.00          1
                                       6.125          3,240.88         69
                                       5.875          3,240.88
    CAVE CREEK       AZ   85331          2            09/13/02         00
    0434758140                           05           11/01/02          0
    1760003082A                          O            10/01/17
    0


    8116923          N67/U56             F          381,000.00         ZZ
                                         360        380,275.11          1
1


                                       6.250          2,345.88         72
                                       6.000          2,345.88
    SCOTTSDALE       AZ   85262          5            09/18/02         00
    0434758876                           03           11/01/02          0
    1760003127A                          O            10/01/32
    0


    8116927          N67/U56             F          214,050.00         ZZ
                                         360        213,776.07          1
                                       8.250          1,608.09         95
                                       8.000          1,608.09
    RIO RICO         AZ   85648          1            09/24/02         01
    0434758207                           03           11/01/02         35
    1781000321A                          O            10/01/32
    0


    8116939          N67/U56             F          142,000.00         ZZ
                                         360        141,754.79          1
                                       6.750            921.01         77
                                       6.500            921.01
    ARCADIA          FL   34266          5            09/18/02         00
    0434758942                           05           11/01/02          0
    1781002112A                          O            10/01/32
    0


    8116953          N67/U56             F          257,150.00         ZZ
                                         360        256,785.85          1
                                       7.750          1,842.25         95
                                       7.500          1,842.25
    OCOEE            FL   34761          1            09/25/02         01
    0434758983                           03           11/01/02         35
    1781002251A                          O            10/01/32
    0


    8116957          N67/U56             F          136,400.00         ZZ
                                         360        136,211.66          1
                                       7.875            988.99         95
                                       7.625            988.99
    LAS VEGAS        NV   89129          1            09/26/02         01
    0434758256                           03           11/01/02         35
    1781002302A                          O            10/01/32
    0


    8116961          N67/U56             F          118,900.00         ZZ
                                         360        118,713.92          1
                                       7.250            811.11         79
                                       7.000            811.11
    TUCSON           AZ   85710          1            09/23/02         00
    0434759015                           03           11/01/02          0
1


    1781002340A                          O            10/01/32
    0


    8116965          N67/U56             F           98,400.00         ZZ
                                         360         98,260.65          1
                                       7.750            704.95         80
                                       7.500            704.95
    TUCSON           AZ   85743          1            09/26/02         00
    0434758272                           03           11/01/02          0
    1781002449A                          O            10/01/32
    0


    8116969          N67/U56             F          130,000.00         ZZ
                                         360        129,801.55          1
                                       7.375            897.88         51
                                       7.125            897.88
    CAVE CREEK       AZ   85331          5            09/23/02         00
    0434758306                           05           11/01/02          0
    1781002591A                          O            10/01/32
    0


    8116973          N67/U56             F          125,900.00         ZZ
                                         360        125,707.81          1
                                       7.375            869.56         95
                                       7.125            869.56
    EL MIRAGE        AZ   85335          1            09/26/02         10
    0434759064                           03           11/01/02         35
    1781002623A                          O            10/01/32
    0


    8116977          N67/U56             F          124,350.00         ZZ
                                         360        124,182.56          1
                                       8.000            912.44         50
                                       7.750            912.44
    LAS VEGAS        NV   89141          1            09/18/02         00
    0434758330                           03           11/01/02          0
    1781002633A                          O            10/01/32
    0


    8116981          N67/U56             F          217,750.00         ZZ
                                         360        217,417.60          1
                                       7.375          1,503.95         95
                                       7.125          1,503.95
    LAS VEGAS        NV   89148          1            09/25/02         10
    0434759098                           03           11/01/02         35
    1781002640A                          O            10/01/32
    0


1


    8116989          N67/U56             F           68,500.00         ZZ
                                         360         68,381.71          1
                                       6.750            444.29         70
                                       6.500            444.29
    PHOENIX          AZ   85031          5            09/17/02         00
    0434759122                           05           11/01/02          0
    1781003123A                          O            10/01/32
    0


    8116993          N67/U56             F          157,150.00         ZZ
                                         360        156,921.79          1
                                       7.625          1,112.30         95
                                       7.375          1,112.30
    LAS VEGAS        NV   89123          1            09/24/02         10
    0434759130                           03           11/01/02         35
    1781003124A                          O            10/01/32
    0


    8117001          N67/U56             F           90,250.00         ZZ
                                         360         90,137.41          1
                                       8.375            685.97         95
                                       8.125            685.97
    PHOENIX          AZ   85033          1            09/13/02         01
    0434759189                           03           11/01/02         35
    1781003150A                          O            10/01/32
    0


    8117005          N67/U56             F          116,786.00         ZZ
                                         360        116,636.55          1
                                       8.250            877.37         90
                                       8.000            877.37
    PHOENIX          AZ   85041          1            09/18/02         12
    0434759213                           03           11/01/02         30
    1781003154A                          O            10/01/32
    0


    8117019          N67/U56             F          141,550.00         ZZ
                                         360        141,258.76          1
                                       8.000          1,038.64         95
                                       7.750          1,038.64
    PHOENIX          AZ   85053          1            09/16/02         12
    0434759262                           05           11/01/02         35
    1781003183A                          O            10/01/32
    0


    8117023          N67/U56             F           55,200.00         ZZ
                                         180         54,872.79          1
                                       7.750            519.58         80
                                       7.500            519.58
1


    ARIZONA CITY     AZ   85223          2            09/25/02         00
    0434758421                           05           11/01/02          0
    1781003186A                          O            10/01/17
    0


    8117101          N67/U56             F           78,400.00         ZZ
                                         360         78,266.48          1
                                       7.750            561.67         70
                                       7.500            561.67
    PHOENIX          AZ   85042          1            09/20/02         00
    0434759312                           05           11/01/02          0
    1781003208A                          O            10/01/32
    0


    8117105          N67/U56             F          170,050.00         ZZ
                                         360        169,819.80          1
                                       8.000          1,247.77         95
                                       7.750          1,247.77
    ORTING           WA   98360          1            09/26/02         12
    0434759346                           03           11/01/02         35
    1781003234A                          O            10/01/32
    0


    8117113          N67/U56             F          210,950.00         ZZ
                                         360        210,686.86          1
                                       8.375          1,603.37         95
                                       8.125          1,603.37
    SAN ANTONIO      TX   78254          1            09/23/02         01
    0434758488                           03           11/01/02         35
    1781003247A                          O            10/01/32
    0


    8117117          N67/U56             F          205,000.00         ZZ
                                         360        204,730.89          1
                                       8.125          1,522.12         77
                                       7.875          1,522.12
    PHOENIX          AZ   85087          5            09/19/02         00
    0434759411                           05           11/01/02          0
    1781003265A                          O            10/01/32
    0


    8117127          N67/U56             F          128,150.00         ZZ
                                         360        127,968.53          1
                                       7.750            918.08         95
                                       7.500            918.08
    GLENDALE         AZ   85310          1            09/26/02         12
    0434759445                           05           11/01/02         35
    1781003293A                          O            10/01/32
    0
1




    8117129          N67/U56             F           94,050.00         ZZ
                                         360         93,920.12          1
                                       7.875            681.93         95
                                       7.625            681.93
    TUCSON           AZ   85743          1            09/25/02         01
    0434758520                           03           11/01/02         35
    1781003294A                          O            10/01/32
    0


    8117131          N67/U56             F          147,250.00         ZZ
                                         360        147,036.16          1
                                       7.625          1,042.23         95
                                       7.375          1,042.23
    PHOENIX          AZ   85022          1            09/20/02         01
    0434759478                           03           11/01/02         35
    1781003295A                          O            10/01/32
    0


    8117137          N67/U56             F          361,000.00         ZZ
                                         360        359,830.99          1
                                       7.500          2,524.16         95
                                       7.250          2,524.16
    LAS VEGAS        NV   89147          1            09/23/02         01
    0434758579                           03           11/01/02         35
    1162000400A                          O            10/01/32
    0


    8117141          N67/U56             F          212,350.00         ZZ
                                         360        212,025.84          1
                                       7.375          1,466.65         80
                                       7.125          1,466.65
    LAS VEGAS        NV   89130          1            09/18/02         00
    0434758595                           03           11/01/02          0
    1162000408A                          O            10/01/32
    0


    8117143          N67/U56             F          163,400.00         ZZ
                                         360        162,984.82          1
                                       8.125          1,213.24         95
                                       7.875          1,213.24
    NORTH LAS VEGAS  NV   89032          2            09/25/02         01
    0434758611                           05           11/01/02         35
    1162000418A                          O            10/01/32
    0


    8117145          N67/U56             F          125,400.00         ZZ
                                         180        125,217.91          1
1


                                       7.625            887.57         95
                                       7.375            887.57
    CHICAGO          IL   60628          1            09/26/02         12
    0434759585                           05           11/01/02         35
    1162000426A                          O            10/01/17
    0


    8117149          N67/U56             F           50,000.00         ZZ
                                         360         49,937.62          1
                                       8.375            380.04         28
                                       8.125            380.04
    HENDERSON        NV   89074          1            09/26/02         00
    0434758652                           03           11/01/02          0
    1162000472A                          O            10/01/32
    0


    8117155          N67/U56             F          167,850.00         ZZ
                                         360        167,635.20          1
                                       8.250          1,261.00         95
                                       8.000          1,261.00
    LAS VEGAS        NV   89139          1            09/18/02         01
    0434758702                           03           11/01/02         35
    1162000478A                          O            10/01/32
    0


    8117157          N67/U56             F          156,750.00         ZZ
                                         360        156,544.24          1
                                       8.125          1,163.86         95
                                       7.875          1,163.86
    COLORADO SPRING  CO   80920          1            09/24/02         01
    0434759668                           05           11/01/02         35
    1162000487A                          O            10/01/32
    0


    8117161          N67/U56             F           92,950.00         ZZ
                                         360         92,818.36          1
                                       7.750            665.91         75
                                       7.500            665.91
    LAS VEGAS        NV   89122          1            09/18/02         00
    0434758744                           03           11/01/02          0
    1162000507A                          O            10/01/32
    0


    8117165          N67/U56             F          203,800.00         ZZ
                                         360        203,539.20          1
                                       8.250          1,531.08         95
                                       8.000          1,531.08
    PARKER           CO   80134          1            09/23/02         01
    0434758777                           05           11/01/02         35
1


    1162000524A                          O            10/01/32
    0


    8117169          N67/U56             F          163,350.00         ZZ
                                         360        163,124.43          1
                                       7.875          1,184.40         95
                                       7.625          1,184.40
    LAS VEGAS        NV   89123          1            09/26/02         01
    0434758785                           03           11/01/02         35
    1162000527A                          O            10/01/32
    0


    8117171          N67/U56             F          144,900.00         ZZ
                                         360        144,689.59          1
                                       7.625          1,025.59         90
                                       7.375          1,025.59
    LAS VEGAS        NV   89119          5            09/25/02         01
    0434758793                           05           11/01/02         30
    1162000540A                          O            10/01/32
    0


    8117173          N67/U56             F          127,550.00         ZZ
                                         360        127,382.55          1
                                       8.125            947.06         95
                                       7.875            947.06
    LAS VEGAS        NV   89031          1            09/23/02         01
    0434758801                           03           11/01/02         35
    1162000578A                          O            10/01/32
    0


    8117175          N67/U56             F          166,150.00         ZZ
                                         360        165,937.37          1
                                       8.250          1,248.23         95
                                       8.000          1,248.23
    BENNETT          CO   80102          1            09/26/02         01
    0434758819                           05           11/01/02         35
    1162000591A                          O            10/01/32
    0


    8117179          N67/U56             F          109,150.00         ZZ
                                         360        108,999.28          1
                                       7.875            791.41         95
                                       7.625            791.41
    AVONDALE         AZ   85323          1            09/24/02         01
    0434759700                           03           11/01/02         35
    1781003305A                          O            10/01/32
    0


1


    8117181          N67/U56             F          276,000.00         ZZ
                                         360        275,609.14          1
                                       7.750          1,977.30         95
                                       7.500          1,977.30
    LYNNWOOD         WA   98036          1            09/26/02         01
    0434758843                           05           11/01/02         35
    1781003308A                          O            10/01/32
    0


    8117183          N67/U56             F          118,750.00         ZZ
                                         360        118,199.00          1
                                       7.875            861.02         95
                                       7.625            861.02
    PHOENIX          AZ   85053          1            09/26/02         10
    0434759742                           05           11/01/02         35
    1781003319A                          O            10/01/32
    0


    8117185          N67/U56             F          169,500.00         ZZ
                                         360        169,104.29          1
                                       7.750          1,214.32         75
                                       7.500          1,214.32
    SCOTTSDALE       AZ   85254          5            09/24/02         00
    0434758850                           05           11/01/02          0
    1781003325A                          O            10/01/32
    0


    8117187          N67/U56             F          264,550.00         ZZ
                                         360        264,165.83          1
                                       7.625          1,872.47         95
                                       7.375          1,872.47
    CAVE CREEK       AZ   85331          1            09/20/02         01
    0434759775                           03           11/01/02         35
    1781003327A                          O            10/01/32
    0


    8117191          N67/U56             F          104,500.00         ZZ
                                         360        104,359.31          1
                                       8.000            766.78         95
                                       7.750            766.78
    PHOENIX          AZ   85033          1            09/26/02         12
    0434759825                           05           11/01/02         35
    1781003343A                          O            10/01/32
    0


    8117195          N67/U56             F          160,050.00         ZZ
                                         360        159,850.34          1
                                       8.375          1,216.50         95
                                       8.125          1,216.50
1


    GILBERT          AZ   85234          1            09/24/02         01
    0434758868                           05           11/01/02         35
    1781003359A                          O            10/01/32
    0


    8117205          N67/U56             F          167,500.00         ZZ
                                         360        167,274.47          1
                                       8.000          1,229.06         95
                                       7.750          1,229.06
    PHOENIX          AZ   85085          1            09/26/02         01
    0434756540                           03           11/01/02         35
    1781003389A                          O            10/01/32
    0


    8117209          N67/U56             F          120,450.00         ZZ
                                         360        120,287.82          1
                                       8.000            883.82         80
                                       7.750            883.82
    PHOENIX          AZ   85015          1            09/26/02         00
    0434758884                           05           11/01/02          0
    1781003401A                          O            10/01/32
    0


    8117211          N67/U56             F          181,100.00         ZZ
                                         360        180,856.15          1
                                       8.000          1,328.85         95
                                       7.750          1,328.85
    LAVEEN           AZ   85339          1            09/26/02         01
    0434759940                           03           11/01/02         35
    1781003429A                          O            10/01/32
    0


    8117213          N67/U56             F          118,400.00         ZZ
                                         360        118,223.71          1
                                       7.500            827.87         80
                                       7.250            827.87
    PHOENIX          AZ   85015          5            09/25/02         00
    0434758892                           05           11/01/02          0
    1781003430A                          O            10/01/32
    0


    8117215          N67/U56             F           97,600.00         ZZ
                                         360         97,439.52          1
                                       7.000            649.34         80
                                       6.750            649.34
    WEST VALLEY CIT  UT   84120          5            09/25/02         00
    0434759981                           05           11/01/02          0
    1782001074A                          O            10/01/32
    0
1




    8117221          N67/U56             F          245,450.00         ZZ
                                         180        245,111.07          1
                                       7.875          1,779.68         95
                                       7.625          1,779.68
    PLAINFIELD       IL   60544          1            09/27/02         10
    0434760021                           05           11/01/02         35
    1782001570A                          O            10/01/17
    0


    8117223          N67/U56             F          600,000.00         ZZ
                                         360        599,270.47          1
                                       8.500          4,613.48         72
                                       8.250          4,613.48
    SOUTH JORDAN     UT   84095          5            09/25/02         00
    0434760054                           05           11/01/02          0
    1782000737A                          O            10/01/32
    0


    8117225          N67/U56             F           79,200.00         ZZ
                                         360         79,082.07          1
                                       7.500            553.78         80
                                       7.250            553.78
    CARSON CITY      NV   89706          1            09/23/02         00
    0434758926                           05           11/01/02          0
    1782001978A                          O            10/01/32
    0


    8117227          N67/U56             F          158,750.00         ZZ
                                         360        158,466.80          1
                                       8.625          1,234.74         80
                                       8.375          1,234.74
    GOODYEAR         AZ   85338          1            08/15/02         00
    0434760088                           03           10/01/02          0
    1785002530A                          O            09/01/32
    0


    8117229          N67/U56             F          175,280.00         ZZ
                                         360        174,966.18          1
                                       8.500          1,347.75         95
                                       8.250          1,347.75
    GLENDALE         AZ   85303          1            09/03/02         10
    0434760112                           03           11/01/02         35
    1785003048A                          O            10/01/32
    0


    8117233          N67/U56             F          160,550.00         ZZ
                                         360        160,125.63          1
1


                                       8.125          1,192.08         95
                                       7.875          1,192.08
    SCOTIA           PA   18354          1            07/22/02         10
    0434760146                           05           09/01/02         35
    1785003152A                          O            08/01/32
    0


    8117235          N67/U56             F          289,700.00         ZZ
                                         360        288,894.63          1
                                       7.875          2,100.53         95
                                       7.625          2,100.53
    ROSEVILLE        CA   95661          1            07/26/02         01
    0434760153                           05           09/01/02         35
    1785003183A                          O            08/01/32
    0


    8117237          N67/U56             F          167,400.00         ZZ
                                         360        167,101.37          1
                                       8.625          1,302.02         95
                                       8.375          1,302.02
    NORTH LAS VEGAS  NV   89031          1            08/06/02         01
    0434758975                           03           10/01/02         35
    1785003190A                          O            09/01/32
    0


    8117239          N67/U56             F          139,218.00         ZZ
                                         360        137,604.10          1
                                       8.250          1,045.90         95
                                       8.000          1,045.90
    HOUSTON          TX   77095          1            07/31/02         01
    0434758991                           03           09/01/02         35
    1785003196A                          O            08/01/32
    0


    8117241          N67/U56             F          203,900.00         ZZ
                                         360        203,536.26          1
                                       8.625          1,585.91         90
                                       8.375          1,585.91
    FRISCO           TX   75034          1            08/12/02         01
    0434759007                           03           10/01/02         30
    1785003201A                          O            09/01/32
    0


    8117243          N67/U56             F          159,815.00         ZZ
                                         360        159,522.49          1
                                       8.500          1,228.84         95
                                       8.250          1,228.84
    HOUSTON          TX   77089          1            08/16/02         01
    0434759023                           03           10/01/02         35
1


    1785003233A                          O            09/01/32
    0


    8117255          N67/U56             F          147,725.00         ZZ
                                         360        147,526.10          1
                                       8.000          1,083.95         95
                                       7.750          1,083.95
    KISSIMMEE        FL   34741          1            09/26/02         01
    0434760302                           03           11/01/02         35
    3252002422A                          O            10/01/32
    0


    8117257          N67/U56             F          134,100.00         ZZ
                                         360        133,914.82          1
                                       7.875            972.32         90
                                       7.625            972.32
    TALLAHASSEE      FL   32304          1            09/27/02         01
    0434759072                           05           11/01/02         30
    3252002446A                          O            10/01/32
    0


    8117261          N67/U56             F          137,750.00         ZZ
                                         360        137,554.93          1
                                       7.750            986.86         95
                                       7.500            986.86
    BRUNSWICK        GA   31525          4            09/25/02         01
    0434759080                           05           11/01/02         35
    3252002760A                          O            10/01/32
    0


    8117263          N67/U56             F          140,500.00         ZZ
                                         360        140,320.20          1
                                       8.250          1,055.53         95
                                       8.000          1,055.53
    WOODSTOCK        GA   30188          1            09/24/02         12
    0434760377                           05           11/01/02         35
    3252002856A                          O            10/01/32
    0


    8117265          N67/U56             F           76,000.00         ZZ
                                         360         75,902.75          1
                                       8.250            570.96         80
                                       8.000            570.96
    AIKEN            SC   29805          2            09/17/02         00
    0434759106                           05           11/01/02          0
    3252002874A                          O            10/01/32
    0


1


    8117267          N67/U56             F           68,000.00         ZZ
                                         360         67,906.09          1
                                       7.875            493.05         68
                                       7.625            493.05
    JACKSONVILLE     FL   32244          5            09/17/02         00
    0434759114                           03           11/01/02          0
    3252002947A                          O            10/01/32
    0


    8117269          N67/U56             F           83,600.00         ZZ
                                         360         83,481.45          1
                                       8.250            628.06         95
                                       8.000            628.06
    SALISBURY        NC   28146          2            09/16/02         10
    0434760435                           05           11/01/02         35
    3252003019A                          O            10/01/32
    0


    8117271          N67/U56             F          143,200.00         ZZ
                                         360        142,986.78          1
                                       7.500          1,001.28         97
                                       7.250          1,001.28
    VERO BEACH       FL   32962          1            09/27/02         12
    0434760450                           03           11/01/02         35
    3252003080A                          O            10/01/32
    0


    8117277          N67/U56             F           85,000.00         ZZ
                                         360         84,866.98          1
                                       7.250            579.85         90
                                       7.000            579.85
    JACKSONVILLE     FL   32246          5            09/17/02         01
    0434759148                           05           11/01/02         30
    3252003122A                          O            10/01/32
    0


    8117281          N67/U56             F           59,500.00         ZZ
                                         360         59,415.73          1
                                       7.750            426.27         77
                                       7.500            426.27
    COLLEGE PARK     GA   30349          5            09/23/02         00
    0434759171                           05           11/01/02          0
    3252003145A                          O            10/01/32
    0


    8117285          N67/U56             F          109,250.00         ZZ
                                         360        109,095.28          1
                                       7.750            782.68         95
                                       7.500            782.68
1


    DALLAS           GA   30157          1            09/20/02         01
    0434759205                           05           11/01/02         35
    3252003150A                          O            10/01/32
    0


    8117289          N67/U56             F           77,900.00         ZZ
                                         360         77,784.01          1
                                       7.500            544.69         95
                                       7.250            544.69
    ORLANDO          FL   32837          1            09/25/02         01
    0434759221                           03           11/01/02         35
    3252003164A                          O            10/01/32
    0


    8117293          N67/U56             F          137,000.00         ZZ
                                         360        136,763.43          1
                                       6.750            888.58         89
                                       6.500            888.58
    ANDERSON         SC   29625          2            09/23/02         01
    0434759239                           05           11/01/02         30
    3252003200A                          O            10/01/32
    0


    8117299          N67/U56             F           63,000.00         ZZ
                                         360         62,903.82          1
                                       7.375            435.13         80
                                       7.125            435.13
    MELBOURNE        FL   32935          1            09/23/02         00
    0434759270                           05           11/01/02          0
    3252003218A                          O            10/01/32
    0


    8117303          N67/U56             F          139,550.00         ZZ
                                         360        139,366.82          1
                                       8.125          1,036.15         95
                                       7.875          1,036.15
    MONROE           NC   28110          1            09/27/02         10
    0434760682                           05           11/01/02         35
    3252003243A                          O            10/01/32
    0


    8117305          N67/U56             F          305,800.00         ZZ
                                         360        305,277.68          1
                                       7.125          2,060.23         95
                                       6.875          2,060.23
    ACWORTH          GA   30101          1            09/25/02         10
    0434760716                           03           11/01/02         35
    3252003266A                          O            10/01/32
    0
1




    8117307          N67/U56             F          153,900.00         ZZ
                                         360        153,697.98          1
                                       8.125          1,142.70         95
                                       7.875          1,142.70
    DALLAS           GA   30157          1            09/25/02         10
    0434760732                           05           11/01/02         35
    3252003287A                          O            10/01/32
    0


    8117309          N67/U56             F          179,000.00         ZZ
                                         360        178,698.38          1
                                       6.875          1,175.90         76
                                       6.625          1,175.90
    ATLANTA          GA   30341          5            09/25/02         00
    0434759304                           05           11/01/02          0
    3252003290A                          O            10/01/32
    0


    8117311          N67/U56             F           72,000.00         ZZ
                                         360         71,890.16          1
                                       7.875            522.05         68
                                       7.625            522.05
    CANTON           NC   28716          5            09/25/02         00
    0434756680                           05           11/01/02          0
    3252003311A                          O            10/01/32
    0


    8117317          N67/U56             F          123,050.00         ZZ
                                         360        122,871.31          1
                                       7.625            870.94         95
                                       7.375            870.94
    DAVENPORT        FL   33837          1            09/26/02         01
    0434759338                           03           11/01/02         35
    3252003340A                          O            10/01/32
    0


    8117319          N67/U56             F          149,950.00         ZZ
                                         360        149,709.47          1
                                       7.125          1,010.24         41
                                       6.875          1,010.24
    LOXAHATCHEE      FL   33470          5            09/17/02         00
    0434759353                           03           11/01/02          0
    3254001641A                          O            10/01/32
    0


    8117321          N67/U56             F          108,000.00         ZZ
                                         360        107,843.16          1
1


                                       7.625            764.42         84
                                       7.375            764.42
    MURFREESBORO     TN   37130          5            09/18/02         01
    0434759379                           05           11/01/02         25
    3254001756A                          O            10/01/32
    0


    8117325          N67/U56             F           85,850.00         ZZ
                                         360         85,745.62          1
                                       8.500            660.11         75
                                       8.250            660.11
    KNOXVILLE        TN   37919          1            09/26/02         00
    0434759403                           05           11/01/02          0
    3254001891A                          O            10/01/32
    0


    8117327          N67/U56             F           96,000.00         ZZ
                                         360         95,838.24          1
                                       6.875            630.65         82
                                       6.625            630.65
    VAN BUREN        AR   72956          2            09/17/02         10
    0434760880                           05           11/01/02         25
    3254001894A                          O            10/01/32
    0


    8117329          N67/U56             F          108,000.00         ZZ
                                         360        107,865.27          1
                                       8.375            820.88         90
                                       8.125            820.88
    JUPITER          FL   33548          5            09/19/02         01
    0434759429                           03           11/01/02         30
    3254001912A                          O            10/01/32
    0


    8117331          N67/U56             F           82,800.00         ZZ
                                         360         82,691.31          1
                                       8.125            614.79         90
                                       7.875            614.79
    NORTH PORT       FL   34286          5            09/17/02         01
    0434760914                           05           11/01/02         30
    3254001939A                          O            10/01/32
    0


    8117333          N67/U56             F          111,150.00         ZZ
                                         360        110,180.00          1
                                       7.875            805.91         95
                                       7.625            805.91
    ORLANDO          FL   32822          1            09/26/02         10
    0434760948                           05           11/01/02         35
1


    3254001965A                          O            10/01/32
    0


    8117335          N67/U56             F          966,900.00         ZZ
                                         360        965,460.35          1
                                       7.500          6,760.71         68
                                       7.250          6,760.71
    ISLE OF PALMS    SC   29451          5            09/25/02         00
    0434759437                           05           11/01/02          0
    3254002004A                          O            10/01/32
    0


    8117337          N67/U56             F           80,000.00         ZZ
                                         180         79,504.59          1
                                       7.250            730.29         80
                                       7.000            730.29
    CHATTANOOGA      TN   37411          5            09/24/02         00
    0434759452                           05           11/01/02          0
    3254002019A                          O            10/01/17
    0


    8117343          N67/U56             F          389,000.00         ZZ
                                         360        388,344.52          1
                                       6.875          2,555.45         71
                                       6.625          2,555.45
    PUNTA GORDA      FL   33950          5            09/20/02         00
    0434760997                           05           11/01/02          0
    3254002073A                          O            10/01/32
    0


    8117345          N67/U56             F          105,900.00         ZZ
                                         360        105,764.48          1
                                       8.250            795.59         95
                                       8.000            795.59
    CROSS PLAINS     TN   37049          1            09/24/02         01
    0434759486                           05           11/01/02         35
    3254002082A                          O            10/01/32
    0


    8117349          N67/U56             F           82,500.00         ZZ
                                         360         82,261.81          1
                                       7.000            548.87         75
                                       6.750            548.87
    VENICE           FL   34292          5            09/25/02         00
    0434759510                           05           11/01/02          0
    3254002093A                          O            10/01/32
    0


1


    8117353          N67/U56             F          130,500.00         ZZ
                                         360        130,300.79          1
                                       7.375            901.33         90
                                       7.125            901.33
    WEST COLUMBIA    SC   29169          5            09/26/02         01
    0434759536                           03           11/01/02         30
    3254002107A                          O            10/01/32
    0


    8117355          N67/U56             F          119,700.00         ZZ
                                         360        119,507.93          1
                                       7.875            867.91         95
                                       7.625            867.91
    PALM BEACH GARD  FL   33418          1            09/23/02         01
    0434761094                           03           11/01/02         35
    3254002137A                          O            10/01/32
    0


    8117357          N67/U56             F           40,000.00         ZZ
                                         360         39,952.59          1
                                       8.625            311.12         32
                                       8.375            311.12
    NORTH MYRTLE BE  SC   29582          5            09/17/02         00
    0434761110                           03           11/01/02          0
    3254002145A                          O            10/01/32
    0


    8117361          N67/U56             F          127,900.00         ZZ
                                         360        127,678.03          1
                                       6.875            840.21         95
                                       6.625            840.21
    NORCROSS         GA   30071          1            09/26/02         01
    0434759551                           05           11/01/02         35
    3254002153A                          O            10/01/32
    0


    8117363          N67/U56             F          113,050.00         ZZ
                                         360        112,905.32          1
                                       8.250            849.31         95
                                       8.000            849.31
    PALMETTO         FL   34221          1            09/19/02         10
    0434761185                           05           11/01/02         35
    3254002157A                          O            10/01/32
    0


    8117365          N67/U56             F           82,000.00         ZZ
                                         360         81,902.83          1
                                       8.625            637.79         59
                                       8.375            637.79
1


    DORCHESTER       MA   02124          5            09/20/02         00
    0434759569                           01           11/01/02          0
    3254002158A                          O            10/01/32
    0


    8117369          N67/U56             F           66,500.00         ZZ
                                         360         66,408.18          1
                                       7.875            482.17         90
                                       7.625            482.17
    TAMPA            FL   33603          1            09/27/02         01
    0434759577                           05           11/01/02         30
    3254002161A                          O            10/01/32
    0


    8117371          N67/U56             F          185,250.00         ZZ
                                         360        184,987.67          1
                                       7.750          1,327.15         95
                                       7.500          1,327.15
    AUSTELL          GA   30106          1            09/26/02         01
    0434759593                           03           11/01/02         35
    3254002176A                          O            10/01/32
    0


    8117373          N67/U56             F           55,000.00         ZZ
                                         360         54,916.04          1
                                       7.375            379.87         38
                                       7.125            379.87
    SAVANNAH         GA   31410          1            09/23/02         00
    0434761243                           05           11/01/02          0
    3254002191A                          O            10/01/32
    0


    8117375          N67/U56             F          164,350.00         ZZ
                                         360        164,099.13          1
                                       7.375          1,135.12         95
                                       7.125          1,135.12
    LOUISVILLE       TN   37777          2            09/25/02         01
    0434759619                           05           11/01/02         35
    3254002199A                          O            10/01/32
    0


    8117379          N67/U56             F           57,900.00         ZZ
                                         360         57,820.04          1
                                       7.875            419.82         95
                                       7.625            419.82
    SPARTANBURG      SC   29303          1            09/26/02         01
    0434759627                           05           11/01/02         35
    3254002209A                          O            10/01/32
    0
1




    8117411          N67/U56             F           73,600.00         ZZ
                                         360         73,487.64          1
                                       7.375            508.34         80
                                       7.125            508.34
    JOHNS ISLAND     SC   29455          5            09/17/02         00
    0434759635                           05           11/01/02          0
    3254002223A                          O            10/01/32
    0


    8117415          N67/U56             F           93,550.00         ZZ
                                         360         93,424.04          1
                                       8.000            686.44         95
                                       7.750            686.44
    BEAUFORT         SC   29907          1            09/26/02         01
    0434761292                           05           11/01/02         35
    3254002225A                          O            10/01/32
    0


    8117417          N67/U56             F          101,650.00         ZZ
                                         360        101,519.92          1
                                       8.250            763.66         95
                                       8.000            763.66
    WEST PALM BEACH  FL   33415          1            09/30/02         10
    0434761300                           03           11/01/02         35
    3254002230A                          O            10/01/32
    0


    8117421          N67/U56             F          141,050.00         ZZ
                                         360        140,855.22          1
                                       7.875          1,022.71         95
                                       7.625          1,022.71
    COOKEVILLE       TN   38501          1            09/27/02         01
    0434756862                           05           11/01/02         35
    3254002243A                          O            10/01/32
    0


    8117423          N67/U56             F           80,000.00         ZZ
                                         360         79,897.63          1
                                       8.250            601.01         80
                                       8.000            601.01
    TAMPA            FL   33603          5            09/26/02         00
    0434756888                           05           11/01/02          0
    3254002253A                          N            10/01/32
    0


    8117425          N67/U56             F           57,950.00         ZZ
                                         360         57,865.84          1
1


                                       7.625            410.17         95
                                       7.375            410.17
    TAMPA            FL   33603          1            09/26/02         10
    0434761326                           05           11/01/02         35
    3254002254A                          O            10/01/32
    0


    8117429          N67/U56             F          256,400.00         ZZ
                                         360        256,063.43          1
                                       8.125          1,903.76         95
                                       7.875          1,903.76
    POUGHKEEPSIE     NY   12603          1            09/25/02         12
    0434761334                           05           11/01/02         35
    3254002263A                          O            10/01/32
    0


    8117431          N67/U56             F          193,800.00         ZZ
                                         360        193,545.60          1
                                       8.125          1,438.96         95
                                       7.875          1,438.96
    GARNER           NC   27529          1            09/27/02         10
    0434761359                           03           11/01/02         35
    3254002275A                          O            10/01/32
    0


    8117433          N67/U56             F          119,200.00         ZZ
                                         360        119,017.50          1
                                       7.500            833.46         80
                                       7.250            833.46
    MYRTLE BEACH     SC   29577          1            09/20/02         00
    0434756938                           01           11/01/02          0
    3254002298A                          O            10/01/32
    0


    8117435          N67/U56             F          145,350.00         ZZ
                                         360        145,133.58          1
                                       7.500          1,016.31         95
                                       7.250          1,016.31
    LAWRENCEVILLE    GA   30043          1            09/24/02         01
    0434756953                           05           11/01/02         35
    3254002314A                          O            10/01/32
    0


    8117439          N67/U56             F          209,000.00         ZZ
                                         360        208,635.52          1
                                       6.875          1,372.98         95
                                       6.625          1,372.98
    TYBEE ISLAND     GA   31328          1            09/26/02         01
    0434757001                           05           11/01/02         35
1


    3254002318A                          O            10/01/32
    0


    8117445          N67/U56             F          162,000.00         ZZ
                                         360        161,770.58          1
                                       7.750          1,160.59         89
                                       7.500          1,160.59
    LAWRENCEVILLE    GA   30044          5            09/25/02         12
    0434761383                           05           11/01/02         30
    3254002336A                          O            10/01/32
    0


    8117451          N67/U56             F           93,100.00         ZZ
                                         360         92,943.29          1
                                       7.875            675.04         95
                                       7.625            675.04
    DALLAS           GA   30157          1            09/26/02         01
    0434757092                           05           11/01/02         35
    3254002351A                          O            10/01/32
    0


    8117453          N67/U56             F          108,000.00         ZZ
                                         360        107,818.02          1
                                       6.875            709.48         90
                                       6.625            709.48
    VALRICO          FL   33594          5            09/25/02         01
    0434757126                           05           11/01/02         30
    3254002424A                          O            10/01/32
    0


    8117455          N67/U56             F          132,950.00         ZZ
                                         360        132,775.47          1
                                       8.125            987.15         95
                                       7.875            987.15
    RINGGOLD         GA   30736          2            09/25/02         12
    0434761425                           05           11/01/02         35
    3254002474A                          O            10/01/32
    0


    8117457          N67/U56             F          141,925.00         ZZ
                                         360        141,157.27          1
                                       8.375          1,078.73         95
                                       8.125          1,078.73
    SPRING           TX   77388          1            07/30/02         01
    0434757167                           03           09/01/02         35
    3255002660A                          O            08/01/32
    0


1


    8117459          N67/U56             F          109,700.00         ZZ
                                         360        109,438.10          1
                                       8.625            853.24         95
                                       8.375            853.24
    THE WOODLANDS    TX   77382          1            07/10/02         10
    0434761433                           03           09/01/02         35
    3255002919A                          O            08/01/32
    0


    8117463          N67/U56             F          128,250.00         ZZ
                                         360        128,009.18          1
                                       8.375            974.80         95
                                       8.125            974.80
    MIAMI            FL   33177          1            08/30/02         01
    0434757225                           05           10/01/02         35
    3255003040A                          O            09/01/32
    0


    8117465          N67/U56             F          186,700.00         ZZ
                                         360        186,269.92          1
                                       8.375          1,419.05         95
                                       8.125          1,419.05
    ORLANDO          FL   32837          1            08/30/02         01
    0434757241                           03           10/01/02         35
    3255003050A                          O            09/01/32
    0


    8117467          N67/U56             F          125,400.00         ZZ
                                         360        125,108.23          1
                                       8.750            986.53         95
                                       8.500            986.53
    SURPRISE         AZ   85374          1            07/29/02         01
    0434757274                           03           09/01/02         35
    3255003064A                          O            08/01/32
    0


    8117473          N67/U56             F          151,200.00         ZZ
                                         360        150,985.87          1
                                       7.750          1,083.22         90
                                       7.500          1,083.22
    LAWRENCEVILLE    NJ   08648          1            09/25/02         01
    0434757357                           01           11/01/02         30
    3261001964A                          O            10/01/32
    0


    8117475          N67/U56             F          194,750.00         ZZ
                                         360        194,500.78          1
                                       8.250          1,463.09         95
                                       8.000          1,463.09
1


    ENGLEWOOD        NJ   07631          1            09/30/02         10
    0434761466                           05           11/01/02         35
    3261001959A                          O            10/01/32
    0


    8117479          N67/U56             F          378,000.00         ZZ
                                         180        377,437.19          4
                                       7.500          2,643.03         90
                                       7.250          2,643.03
    CHICAGO          IL   60641          1            09/26/02         10
    0434761490                           05           11/01/02         30
    3261001978A                          O            10/01/17
    0


    8117485          N67/U56             F          278,350.00         ZZ
                                         360        277,955.83          1
                                       7.750          1,994.13         95
                                       7.500          1,994.13
    PARAMUS          NJ   07652          1            09/23/02         01
    0434757456                           05           11/01/02         35
    3261002001A                          O            10/01/32
    0


    8117493          N67/U56             F          144,000.00         ZZ
                                         180        143,045.73          1
                                       7.750          1,355.44         76
                                       7.500          1,355.44
    BRICK            NJ   08724          5            09/25/02         00
    0434757563                           05           11/01/02          0
    3261002048A                          O            10/01/17
    0


    8117499          N67/U56             F           52,250.00         ZZ
                                         360         52,192.70          1
                                       9.000            420.42         95
                                       8.750            420.42
    CHICAGO          IL   60623          1            09/24/02         01
    0434757647                           05           11/01/02         35
    3262002131A                          O            10/01/32
    0


    8117501          N67/U56             F           77,600.00         ZZ
                                         360         77,182.59          1
                                       7.500            542.59         80
                                       7.250            542.59
    MISHAWAKA        IN   46544          1            09/23/02         00
    0434757670                           05           11/01/02          0
    3262002134A                          O            10/01/32
    0
1




    8117503          N67/U56             F           92,600.00         ZZ
                                         360         92,250.54          1
                                       7.750            663.40         95
                                       7.500            663.40
    COLUMBUS         OH   43204          1            09/24/02         01
    0434757696                           05           11/01/02         35
    3262002160A                          O            10/01/32
    0


    8117507          N67/U56             F          240,000.00         ZZ
                                         180        239,708.19          2
                                       8.500          1,845.39         71
                                       8.250          1,845.39
    CHICAGO          IL   60639          5            09/20/02         00
    0434759684                           05           11/01/02          0
    3262002316A                          O            10/01/17
    0


    8117509          N67/U56             F          193,500.00         ZZ
                                         360        193,094.12          1
                                       8.750          1,522.27         90
                                       8.500          1,522.27
    ROMEOVILLE       IL   60446          5            09/16/02         01
    0434759692                           05           11/01/02         30
    3262002462A                          O            10/01/32
    0


    8117513          N67/U56             F          190,000.00         ZZ
                                         180        189,744.19          2
                                       8.000          1,394.15         95
                                       7.750          1,394.15
    CHICAGO          IL   60651          1            09/27/02         01
    0434759726                           05           11/01/02         35
    3262002579A                          O            10/01/17
    0


    8117523          N67/U56             F          132,050.00         ZZ
                                         360        131,885.27          1
                                       8.375          1,003.68         95
                                       8.125          1,003.68
    BOLINGBROOK      IL   60440          1            09/24/02         01
    0434759783                           03           11/01/02         35
    3262002609A                          O            10/01/32
    0


    8117527          N67/U56             F          396,000.00         ZZ
                                         360        395,554.36          1
1


                                       8.875          3,150.75         75
                                       8.625          3,150.75
    CHICAGO          IL   60610          5            09/25/02         00
    0434759817                           01           11/01/02          0
    3262002633A                          O            10/01/32
    0


    8117531          N67/U56             F          209,000.00         ZZ
                                         360        208,739.29          1
                                       8.375          1,588.55         95
                                       8.125          1,588.55
    CHICAGO          IL   60634          1            09/30/02         12
    0434761599                           05           11/01/02         35
    3262002688A                          O            10/01/32
    0


    8117535          N67/U56             F          205,650.00         ZZ
                                         180        205,382.18          1
                                       8.500          1,581.27         95
                                       8.250          1,581.27
    LAKE IN THE HIL  IL   60156          1            09/27/02         01
    0434759841                           05           11/01/02         35
    3262002748A                          O            10/01/17
    0


    8117537          N67/U56             F          131,100.00         ZZ
                                         360        130,914.34          1
                                       7.750            939.22         95
                                       7.500            939.22
    FLUSHING         MI   48433          1            09/20/02         01
    0434759866                           01           11/01/02         35
    3262002777A                          O            10/01/32
    0


    8117541          N67/U56             F          104,400.00         ZZ
                                         180        104,248.39          1
                                       7.625            738.94         95
                                       7.375            738.94
    AURORA           IL   60505          1            09/30/02         01
    0434759890                           05           11/01/02         35
    3262002789A                          O            10/01/17
    0


    8117545          N67/U56             F          260,300.00         ZZ
                                         360        258,756.40          1
                                       8.250          1,955.55         95
                                       8.000          1,955.55
    BOLINGBROOK      IL   60440          1            09/27/02         12
    0434761649                           05           11/01/02         35
1


    3262002795A                          O            10/01/32
    0


    8117547          N67/U56             F          132,050.00         ZZ
                                         180        131,863.00          1
                                       7.750            946.02         95
                                       7.500            946.02
    CHICAGO          IL   60632          1            09/25/02         12
    0434761656                           05           11/01/02         35
    3262002805A                          O            10/01/17
    0


    8117549          N67/U56             F          289,750.00         ZZ
                                         360        289,415.38          1
                                       8.750          2,279.46         95
                                       8.500          2,279.46
    LINCOLNWOOD      IL   60712          1            09/27/02         01
    0434759908                           05           11/01/02         35
    3262002818A                          O            10/01/32
    0


    8117557          N67/U56             F          130,150.00         ZZ
                                         180        129,979.15          1
                                       8.125            966.36         95
                                       7.875            966.36
    OAK FOREST       IL   60452          1            09/27/02         01
    0434759957                           05           11/01/02         35
    3262002865A                          O            10/01/17
    0


    8117565          N67/U56             F          166,250.00         ZZ
                                         360        166,026.16          1
                                       8.000          1,219.88         95
                                       7.750          1,219.88
    ROYAL PALM BEAC  FL   33411          1            09/25/02         12
    0434761714                           03           11/01/02         35
    3262002897A                          O            10/01/32
    0


    8117567          N67/U56             F          325,850.00         ZZ
                                         360        325,411.27          1
                                       8.000          2,390.97         95
                                       7.750          2,390.97
    GRANGER          IN   46530          1            09/26/02         12
    0434761722                           05           11/01/02         35
    3262002901A                          O            10/01/32
    0


1


    8117571          N67/U56             F          118,400.00         ZZ
                                         180        118,248.48          1
                                       8.250            889.50         80
                                       8.000            889.50
    LOCKPORT         IL   60441          1            09/30/02         00
    0434760005                           05           11/01/02          0
    3262002924A                          O            10/01/17
    0


    8117577          N67/U56             F          209,000.00         ZZ
                                         360        208,739.29          1
                                       8.375          1,588.55         95
                                       8.125          1,588.55
    HANOVER PARK     IL   60133          1            09/27/02         10
    0434761755                           05           11/01/02         35
    3262002965A                          O            10/01/32
    0


    8117585          N67/U56             F          342,000.00         ZZ
                                         360        341,539.53          2
                                       8.000          2,509.47         95
                                       7.750          2,509.47
    CHICAGO          IL   60631          1            09/26/02         10
    0434761789                           05           11/01/02         35
    3262002976A                          O            10/01/32
    0


    8117591          N67/U56             F           66,000.00         ZZ
                                         180         65,503.81          1
                                       7.625            616.53         42
                                       7.375            616.53
    COLUMBUS         OH   43202          5            09/27/02         00
    0434760096                           05           11/01/02          0
    3262003046A                          N            10/01/17
    0


    8117593          N67/U56             F          216,000.00         ZZ
                                         180        215,737.37          1
                                       8.500          1,660.85         90
                                       8.250          1,660.85
    WHEELING         IL   60090          5            09/25/02         12
    0434761821                           05           11/01/02         30
    3262003058A                          O            10/01/17
    0


    8117601          N67/U56             F           91,200.00         ZZ
                                         360         91,076.23          1
                                       8.125            677.16         95
                                       7.875            677.16
1


    BLAIRSVILLE      PA   15717          2            09/18/02         12
    0434761854                           05           11/01/02         35
    3264001010A                          O            10/01/32
    0


    8117603          N67/U56             F          151,050.00         ZZ
                                         180        150,856.70          1
                                       8.250          1,134.79         95
                                       8.000          1,134.79
    DOVER TOWNSHIP   NJ   08753          1            09/23/02         01
    0434760138                           05           11/01/02         35
    3264001128A                          O            10/01/17
    0


    8117605          N67/U56             F          130,600.00         ZZ
                                         360        130,437.09          1
                                       8.375            992.65         95
                                       8.125            992.65
    BERKELEY TOWNSH  NJ   08721          1            09/24/02         12
    0434761870                           05           11/01/02         35
    3264001146A                          O            10/01/32
    0


    8117611          N67/U56             F          124,750.00         ZZ
                                         360        124,526.17          3
                                       8.500            959.22         51
                                       8.250            959.22
    ELIZABETH        NJ   07206          5            09/23/02         00
    0434760179                           05           11/01/02          0
    3264001205A                          O            10/01/32
    0


    8117613          N67/U56             F          157,500.00         ZZ
                                         360        157,259.58          1
                                       7.375          1,087.81         90
                                       7.125          1,087.81
    UNION            NJ   07083          1            09/23/02         01
    0434760187                           05           11/01/02         30
    3264001251A                          O            10/01/32
    0


    8117619          N67/U56             F          114,000.00         ZZ
                                         360        113,842.58          1
                                       7.875            826.58         95
                                       7.625            826.58
    EGG HARBOR       NJ   08234          1            09/30/02         10
    0434761912                           05           11/01/02         35
    3264001262A                          O            10/01/32
    0
1




    8117621          N67/U56             F          200,450.00         ZZ
                                         360        200,186.86          1
                                       8.125          1,488.34         95
                                       7.875          1,488.34
    GLOUCESTER TOWN  NJ   08081          1            09/23/02         01
    0434760203                           05           11/01/02         35
    3264001265A                          O            10/01/32
    0


    8117627          N67/U56             F          110,200.00         ZZ
                                         360        110,000.47          1
                                       8.250            827.90         95
                                       8.000            827.90
    JACKSON          NJ   08527          1            09/27/02         12
    0434761938                           01           11/01/02         35
    3264001277A                          O            10/01/32
    0


    8117629          N67/U56             F          260,000.00         ZZ
                                         360        259,563.33          1
                                       7.000          1,729.79         73
                                       6.750          1,729.79
    HAZLET           NJ   07730          5            09/24/02         00
    0434760211                           05           11/01/02          0
    3264001290A                          O            10/01/32
    0


    8117633          N67/U56             F          134,900.00         ZZ
                                         180        134,718.36          1
                                       8.000            989.85         95
                                       7.750            989.85
    ABERDEEN         NJ   07747          1            09/25/02         01
    0434760245                           05           11/01/02         35
    3264001333A                          O            10/01/17
    0


    8117635          N67/U56             F          138,985.00         ZZ
                                         180        138,717.28          1
                                       8.250          1,044.15         95
                                       8.000          1,044.15
    TOWNSHIP OF MAN  NJ   07865          1            08/30/02         01
    0434760252                           05           10/01/02         35
    3265002787A                          O            09/01/17
    0


    8117637          N67/U56             F          167,200.00         ZZ
                                         180        166,635.99          1
1


                                       8.500          1,285.62         95
                                       8.250          1,285.62
    GLENDALE HEIGHT  IL   60139          1            06/14/02         01
    0434761979                           05           08/01/02         35
    3265002817A                          O            07/01/17
    0


    8117651          N67/U56             F          110,500.00         ZZ
                                         180        110,292.52          3
                                       8.375            839.88         85
                                       8.125            839.88
    CHICAGO          IL   60628          1            08/28/02         01
    0434760286                           05           10/01/02         25
    3265003248A                          N            09/01/17
    0


    8117693          N67/U56             F           79,800.00         ZZ
                                         180         79,692.55          1
                                       8.000            585.55         95
                                       7.750            585.55
    CHICAGO          IL   60619          1            09/12/02         01
    0434760310                           05           11/01/02         35
    3265003311A                          O            10/01/17
    0


    8117695          N67/U56             F          138,750.00         ZZ
                                         360        138,589.76          1
                                       8.750          1,091.55         75
                                       8.500          1,091.55
    CHICAGO          IL   60624          5            09/16/02         00
    0434760328                           01           11/01/02          0
    3265003317A                          N            10/01/32
    0


    8117697          N67/U56             F          160,550.00         ZZ
                                         360        160,279.24          1
                                       8.125          1,192.08         95
                                       7.875          1,192.08
    ILLINOIS         IL   60181          1            09/18/02         01
    0434760336                           05           11/01/02         35
    3265003319A                          O            10/01/32
    0


    8117699          N67/U56             F          192,000.00         ZZ
                                         180        191,729.83          2
                                       7.875          1,392.13         77
                                       7.625          1,392.13
    CHICAGO          IL   60639          5            09/16/02         00
    0434760344                           05           11/01/02          0
1


    3265003321A                          O            10/01/17
    0


    8117701          N67/U56             F          135,000.00         ZZ
                                         180        134,797.95          1
                                       8.375          1,026.10         90
                                       8.125          1,026.10
    VILLA PARK       IL   60181          5            09/10/02         01
    0434760351                           03           11/01/02         30
    3265003323A                          O            10/01/17
    0


    8117705          N67/U56             F          409,500.00         ZZ
                                         180        408,948.63          2
                                       8.000          3,004.77         90
                                       7.750          3,004.77
    CHICAGO          IL   60626          1            09/13/02         01
    0434760393                           05           11/01/02         30
    3265003327A                          O            10/01/17
    0


    8117709          N67/U56             F          124,900.00         ZZ
                                         180        124,678.16          1
                                       8.500            960.37         95
                                       8.250            960.37
    ROLLING MEADOWS  IL   60008          1            09/11/02         01
    0434760419                           01           11/01/02         35
    3265003338A                          O            10/01/17
    0


    8117711          N67/U56             F          360,000.00         ZZ
                                         360        359,577.77          2
                                       8.875          2,864.32         93
                                       8.625          2,864.32
    DORCHESTER       MA   02124          1            09/24/02         01
    0434760427                           05           11/01/02         35
    3274001636A                          O            10/01/32
    0


    8117715          N67/U56             F          119,700.00         ZZ
                                         360        119,538.82          1
                                       8.000            878.32         90
                                       7.750            878.32
    FALL RIVER       MA   02720          1            09/25/02         01
    0434760468                           01           11/01/02         30
    3274002966A                          O            10/01/32
    0


1


    8117717          N67/U56             F          193,700.00         ZZ
                                         360        193,418.71          1
                                       7.625          1,371.00         90
                                       7.375          1,371.00
    STEVENSVILLE     MD   21666          2            09/17/02         01
    0434760476                           03           11/01/02         30
    3274003032A                          O            10/01/32
    0


    8117719          N67/U56             F          223,000.00         ZZ
                                         360        222,728.85          1
                                       8.500          1,714.68         90
                                       8.250          1,714.68
    SAINT FRANCIS    MN   55070          5            09/24/02         12
    0434762043                           05           11/01/02         30
    3274003033A                          O            10/01/32
    0


    8117735          N67/U56             F          288,400.00         ZZ
                                         360        288,021.42          1
                                       8.125          2,141.36         70
                                       7.875          2,141.36
    TEANECK          NJ   07666          5            09/20/02         00
    0434760526                           05           11/01/02          0
    3274003728A                          O            10/01/32
    0


    8117739          N67/U56             F          318,250.00         ZZ
                                         360        317,832.23          1
                                       8.125          2,363.00         95
                                       7.875          2,363.00
    WOODSIDE         NY   11377          1            09/25/02         10
    0434762076                           05           11/01/02         35
    3274003779A                          O            10/01/32
    0


    8117751          N67/U56             F          279,900.00         ZZ
                                         360        279,439.80          1
                                       7.000          1,862.18         80
                                       6.750          1,862.18
    ALEXANDRIA       VA   22306          1            09/25/02         00
    0434760575                           05           11/01/02          0
    3274004618A                          O            10/01/32
    0


    8117753          N67/U56             F           90,900.00         ZZ
                                         360         90,783.68          3
                                       8.250            682.90         90
                                       8.000            682.90
1


    HOLYOKE          MA   01040          1            09/25/02         12
    0434762092                           05           11/01/02         30
    3274004651A                          O            10/01/32
    0


    8117757          N67/U56             F          121,500.00         ZZ
                                         180        121,336.42          1
                                       8.000            891.52         90
                                       7.750            891.52
    OLD BRIDGE       NJ   08879          5            09/25/02         10
    0434762100                           05           11/01/02         30
    3274004669A                          O            10/01/17
    0


    8117759          N67/U56             F          132,900.00         ZZ
                                         180        132,711.80          1
                                       7.750            952.11         95
                                       7.500            952.11
    SYKESVILLE       MD   21784          1            09/27/02         01
    0434760583                           05           11/01/02         35
    3274004675A                          O            10/01/17
    0


    8117761          N67/U56             F          163,850.00         ZZ
                                         360        163,640.32          1
                                       8.250          1,230.95         95
                                       8.000          1,230.95
    WOODBRIDGE       VA   22191          1            09/27/02         01
    0434760591                           05           11/01/02         35
    3274004678A                          O            10/01/32
    0


    8117765          N67/U56             F          216,600.00         ZZ
                                         360        216,308.37          1
                                       8.000          1,589.33         95
                                       7.750          1,589.33
    WOONSOCKET       RI   02895          1            09/26/02         01
    0434760625                           05           11/01/02         35
    3274004718A                          O            10/01/32
    0


    8117767          N67/U56             F          169,300.00         ZZ
                                         180        169,066.22          1
                                       7.875          1,227.54         90
                                       7.625          1,227.54
    MECHANICSVILLE   MD   20659          1            09/26/02         01
    0434760633                           03           11/01/02         30
    3274004782A                          O            10/01/17
    0
1




    8117769          N67/U56             F          128,000.00         ZZ
                                         360        127,818.73          1
                                       7.750            917.01         79
                                       7.500            917.01
    VIRGINIA BEACH   VA   23455          2            09/25/02         00
    0434760641                           05           11/01/02          0
    3274004790A                          O            10/01/32
    0


    8117771          N67/U56             F          277,250.00         ZZ
                                         360        276,867.15          1
                                       7.875          2,010.25         90
                                       7.625          2,010.25
    GAINESVILLE      VA   20155          1            09/27/02         01
    0434760658                           03           11/01/02         30
    3274004848A                          O            10/01/32
    0


    8117773          N67/U56             F          154,850.00         ZZ
                                         360        154,566.56          1
                                       8.500          1,190.67         95
                                       8.250          1,190.67
    UPPER MARLBORO   MD   20774          1            09/05/02         01
    0434760666                           05           10/01/02         35
    3275002805A                          O            09/01/32
    0


    8117775          N67/U56             F          228,000.00         ZZ
                                         360        227,560.82          1
                                       8.250          1,712.89         80
                                       8.000          1,712.89
    SOUTH ORLEANS    MA   02653          5            08/28/02         00
    0434760674                           05           10/01/02          0
    3275002806A                          O            09/01/32
    0


    8117777          N67/U56             F          170,700.00         ZZ
                                         360        170,065.03          1
                                       7.625          1,208.20         95
                                       7.375          1,208.20
    ROOSEVELT        NY   11575          1            08/30/02         01
    0434760690                           05           10/01/02         35
    3275002817A                          O            09/01/32
    0


    8117783          N67/U56             F           93,100.00         ZZ
                                         360         92,938.12          1
1


                                       8.750            732.42         95
                                       8.500            732.42
    VIRGINIA BEACH   VA   23462          1            08/30/02         01
    0434760740                           03           10/01/02         35
    3275002882A                          O            09/01/32
    0


    8117785          N67/U56             F          316,000.00         ZZ
                                         360        315,421.61          1
                                       8.500          2,429.77         80
                                       8.250          2,429.77
    RESTON           VA   20191          5            08/30/02         00
    0434760765                           05           10/01/02          0
    3275002883A                          O            09/01/32
    0


    8117787          N67/U56             F          261,250.00         ZZ
                                         360        260,679.14          1
                                       7.625          1,849.11         95
                                       7.375          1,849.11
    FREMONT          NH   03044          1            08/30/02         12
    0434762126                           05           10/01/02         35
    3275002899A                          O            09/01/32
    0


    8117791          N67/U56             F          187,000.00         T
                                         360        186,714.55          1
                                       7.375          1,291.56         79
                                       7.125          1,291.56
    GLENDALE         AZ   85310          1            09/24/02         00
    0434760781                           03           11/01/02          0
    1781002775A                          O            10/01/32
    0


    8117799          N67/U56             F          993,750.00         ZZ
                                         360        992,075.48          1
                                       6.875          6,528.23         75
                                       6.625          6,528.23
    SAN MARINO       CA   91108          1            09/24/02         00
    0434760815                           05           11/01/02          0
    1781002833A                          O            10/01/32
    0


    8117801          N67/U56             F          163,850.00         ZZ
                                         360        163,263.32          1
                                       7.125          1,103.89         95
                                       6.875          1,103.89
    MESA             AZ   85208          1            09/25/02         10
    0434762142                           05           11/01/02         35
1


    1781002837A                          O            10/01/32
    0


    8117803          N67/U56             F          183,500.00         ZZ
                                         360        183,046.54          1
                                       7.750          1,314.62         92
                                       7.500          1,314.62
    ENFIELD          CT   06082          2            09/23/02         10
    0434762159                           05           11/01/02         35
    1781002873A                          O            10/01/32
    0


    8117809          N67/U56             F          111,600.00         ZZ
                                         360        111,453.50          1
                                       8.125            828.63         95
                                       7.875            828.63
    PHOENIX          AZ   85037          1            09/24/02         01
    0434760831                           05           11/01/02         35
    1781002913A                          O            10/01/32
    0


    8117811          N67/U56             F          189,250.00         ZZ
                                         360        188,975.19          1
                                       7.625          1,339.50         80
                                       7.375          1,339.50
    PEORIA           AZ   85382          1            09/23/02         00
    0434760849                           03           11/01/02          0
    1781002915A                          O            10/01/32
    0


    8117815          N67/U56             F          217,000.00         ZZ
                                         360        216,643.21          1
                                       7.000          1,443.71         70
                                       6.750          1,443.71
    SAN DIEGO        CA   92173          1            09/16/02         00
    0434760864                           05           11/01/02          0
    1781003038A                          O            10/01/32
    0


    8117819          N67/U56             F          107,350.00         ZZ
                                         360        107,138.39          1
                                       8.125            797.07         95
                                       7.875            797.07
    PHOENIX          AZ   85037          1            09/12/02         01
    0434760872                           03           11/01/02         35
    1781003059A                          O            10/01/32
    0


1


    8117821          N67/U56             F          628,000.00         ZZ
                                         360        627,110.66          1
                                       7.750          4,499.07         80
                                       7.500          4,499.07
    CAVE CREEK       AZ   85331          5            09/24/02         00
    0434760898                           05           11/01/02          0
    1781003074A                          O            10/01/32
    0


    8117823          N67/U56             F          373,600.00         ZZ
                                         360        373,084.09          1
                                       7.875          2,708.86         80
                                       7.625          2,708.86
    SCOTTSDALE       AZ   85259          1            09/16/02         00
    0434760906                           03           11/01/02          0
    1781003076A                          N            10/01/32
    0


    8117829          N67/U56             F           96,000.00         ZZ
                                         180         95,399.02          1
                                       7.125            869.60         90
                                       6.875            869.60
    PHOENIX          AZ   85009          5            09/17/02         01
    0434760955                           05           11/01/02         30
    1781002854A                          O            10/01/17
    0


    8117837          N67/U56             F          171,000.00         ZZ
                                         360        170,757.86          1
                                       7.750          1,225.06         95
                                       7.500          1,225.06
    GLENDALE         AZ   85310          1            09/20/02         10
    0434762183                           05           11/01/02         35
    1781003200A                          O            10/01/32
    0


    8117839          N67/U56             F          118,750.00         ZZ
                                         360        118,601.86          1
                                       8.375            902.59         95
                                       8.125            902.59
    TAMPA            FL   33625          1            09/27/02         01
    0434760963                           05           11/01/02         35
    3254001364A                          O            10/01/32
    0


    8117895          F34/G01             F          381,500.00         ZZ
                                         360        380,791.44          1
                                       6.375          2,380.06         80
                                       6.125          2,380.06
1


    MANASSAS         VA   20112          1            09/30/02         00
    0434837118                           03           11/01/02          0
    13209012                             O            10/01/32
    0


    8123563          K15/U57             F           93,400.00         ZZ
                                         360         93,308.73          1
                                       9.551            788.84        100
                                       9.051            788.84
    PENSACOLA        FL   32503          5            09/12/02         23
    0434800801                           05           11/01/02          0
    009305314550                         O            10/01/32
    0


    8123635          K15/U57             F          134,900.00         ZZ
                                         360        134,747.40          1
                                       8.850          1,070.91         95
                                       8.350          1,070.91
    SUFFOLK          VA   23437          5            09/09/02         23
    0434799581                           05           11/01/02          0
    042500108734                         O            10/01/32
    0


    8123641          K15/U57             F          257,400.00         ZZ
                                         360        257,016.75          1
                                       7.500          1,799.78        100
                                       7.000          1,799.78
    CALUMET CITY     IL   60409          1            09/23/02         23
    0434816880                           05           11/01/02          0
    046000108769                         O            10/01/32
    0


    8123683          K15/U57             F           95,000.00         ZZ
                                         360         94,910.99          1
                                       9.750            816.20         97
                                       9.250            816.20
    COLUMBUS         GA   31909          1            09/09/02         23
    0434811188                           05           11/01/02          0
    042000109156                         O            10/01/32
    0


    8123711          K15/U57             F           63,700.00         ZZ
                                         360         63,620.94          1
                                       8.400            485.29         85
                                       7.900            485.29
    SEAFORD          DE   19973          5            09/24/02         23
    0434802658                           05           11/01/02          0
    052000109339                         O            10/01/32
    0
1




    8123735          K15/U57             F          100,800.00         ZZ
                                         360        100,703.55          1
                                       9.650            858.63         90
                                       9.150            858.63
    ELLENDALE        DE   19941          5            09/17/02         23
    0434799557                           05           11/01/02          0
    052000109468                         O            10/01/32
    0


    8123749          K15/U57             F           43,500.00         ZZ
                                         360         43,470.36          1
                                      11.230            421.84         75
                                      10.730            421.84
    VACHERIE         LA   70090          5            09/19/02         00
    0434829750                           05           11/01/02          0
    048200109490                         O            10/01/32
    0


    8123831          K15/U57             F          122,000.00         ZZ
                                         360        121,858.82          1
                                       8.740            958.90         90
                                       8.240            958.90
    OVERLAND PARK    KS   66204          5            09/25/02         23
    0434808069                           05           11/01/02          0
    040100109816                         O            10/01/32
    0


    8123877          K15/U57             F           53,000.00         ZZ
                                         360         52,981.27          1
                                      11.040            506.33        100
                                      10.540            506.33
    SALTSBURG        PA   15681          1            10/07/02         23
    0434799631                           05           12/01/02          0
    046600110131                         O            11/01/32
    0


    8123907          K15/U57             F          399,000.00         ZZ
                                         360        398,686.88          1
                                       7.220          2,713.77         72
                                       6.720          2,713.77
    OAKDALE          PA   15071          5            10/09/02         00
    0434830600                           05           12/01/02          0
    046600110251                         O            11/01/32
    0


    8123951          K15/U57             F          161,500.00         ZZ
                                         360        161,322.54          1
1


                                       8.990          1,298.30        100
                                       8.490          1,298.30
    PARIS            TN   38242          5            09/24/02         23
    0434805941                           05           11/01/02          0
    003805502219                         O            10/01/32
    0


    8124047          K15/U57             F           89,200.00         ZZ
                                         360         89,133.00          1
                                      10.781            834.74         85
                                      10.281            834.74
    IRONDEQUOIT      NY   14617          5            08/30/02         23
    0434830568                           05           11/01/02          0
    027305306073                         O            10/01/32
    0


    8124069          K15/U57             F          270,400.00         ZZ
                                         360        270,123.57          1
                                       9.336          2,241.39         95
                                       8.836          2,241.39
    FARMINGVILLE     NY   11738          5            09/17/02         23
    0434800868                           05           11/01/02          0
    020805303592                         O            10/01/32
    0


    8124125          K15/U57             F          121,500.00         ZZ
                                         360        121,453.55          1
                                      10.679          1,127.70         90
                                      10.179          1,127.70
    BLOOMINGTON      IN   47403          5            10/09/02         23
    0434799516                           05           12/01/02          0
    027605503226                         O            11/01/32
    0


    8124951          N67/U56             F          144,400.00         ZZ
                                         360        144,215.21          1
                                       8.250          1,084.83         95
                                       8.000          1,084.83
    SPRINGFIELD      MO   65802          1            09/30/02         01
    0434761367                           05           11/01/02         35
    1161001943A                          O            10/01/32
    0


    8124957          N67/U56             F          129,000.00         ZZ
                                         360        128,843.15          1
                                       8.500            991.90         75
                                       8.250            991.90
    SPRINGLAKE PARK  MN   55432          1            09/27/02         00
    0434753885                           01           11/01/02          0
1


    1161001041A                          O            10/01/32
    0


    8124965          N67/U56             F          136,800.00         ZZ
                                         360        136,624.94          1
                                       8.250          1,027.73         95
                                       8.000          1,027.73
    SAINT LOUIS      MO   63121          1            09/30/02         01
    0434761391                           05           11/01/02         35
    1161002077A                          O            10/01/32
    0


    8124969          N67/U56             F           90,700.00         ZZ
                                         360         90,568.29          1
                                       7.625            641.97         95
                                       7.375            641.97
    ALLEN            TX   75002          1            09/27/02         01
    0434753893                           05           11/01/02         35
    1161002197A                          O            10/01/32
    0


    8124973          N67/U56             F           42,750.00         ZZ
                                         360         42,690.96          1
                                       7.875            309.97         95
                                       7.625            309.97
    HAMILTON         MO   64644          1            09/27/02         12
    0434761409                           05           11/01/02         35
    1161002244A                          O            10/01/32
    0


    8124979          N67/U56             F           77,700.00         ZZ
                                         360         77,600.58          1
                                       8.250            583.73         95
                                       8.000            583.73
    HOUSTON          TX   77017          1            09/27/02         10
    0434761417                           05           11/01/02         35
    1161002360A                          O            10/01/32
    0


    8124983          N67/U56             F           87,950.00         ZZ
                                         360         87,805.33          1
                                       7.750            630.08         75
                                       7.500            630.08
    SPRING           TX   77388          1            09/27/02         00
    0434760971                           03           11/01/02          0
    1161002381A                          O            10/01/32
    0


1


    8124991          N67/U56             F          110,000.00         ZZ
                                         360        109,836.21          1
                                       7.500            769.14         80
                                       7.250            769.14
    ALBUQUERQUE      NM   87111          1            09/26/02         00
    0434753927                           05           11/01/02          0
    1161002453A                          O            10/01/32
    0


    8124995          N67/U56             F          109,250.00         ZZ
                                         360        109,117.16          1
                                       8.500            840.04         95
                                       8.250            840.04
    MURRAY           UT   84123          1            09/11/02         10
    0434762209                           03           11/01/02         35
    1162000320A                          O            10/01/32
    0


    8125001          N67/U56             F          136,800.00         ZZ
                                         360        136,606.28          1
                                       7.750            980.05         95
                                       7.500            980.05
    DENVER           CO   80205          1            09/30/02         01
    0434753935                           05           11/01/02         35
    1162000522A                          O            10/01/32
    0


    8125009          N67/U56             F          171,000.00         ZZ
                                         360        170,648.95          1
                                       6.750          1,109.10         95
                                       6.500          1,109.10
    LAS VEGAS        NV   89129          1            09/27/02         01
    0434760989                           03           11/01/02         35
    1162000603A                          O            10/01/32
    0


    8125013          N67/U56             F          149,600.00         ZZ
                                         360        149,377.27          1
                                       7.500          1,046.02         80
                                       7.250          1,046.02
    HENDERSON        NV   89014          5            09/27/02         00
    0434761003                           05           11/01/02          0
    1162000606A                          N            10/01/32
    0


    8125025          N67/U56             F          357,000.00         ZZ
                                         360        356,304.27          1
                                       6.125          2,169.17         70
                                       5.875          2,169.17
1


    SCOTTSDALE       AZ   85262          5            09/23/02         00
    0434761029                           03           11/01/02          0
    1760003117A                          O            10/01/32
    0


    8125029          N67/U56             F           89,150.00         ZZ
                                         360         89,026.89          1
                                       7.875            646.40         70
                                       7.625            646.40
    TUCSON           AZ   85746          1            09/09/02         00
    0434753976                           05           11/01/02          0
    1781001476A                          O            10/01/32
    0


    8125033          N67/U56             F          275,500.00         ZZ
                                         360        274,074.27          1
                                       8.875          2,192.00         95
                                       8.625          2,192.00
    PHOENIX          AZ   85086          1            06/19/02         01
    0434761441                           05           08/01/02         35
    1781001980A                          O            07/01/32
    0


    8125043          N67/U56             F           96,950.00         ZZ
                                         360         96,816.13          1
                                       7.875            702.95         80
                                       7.625            702.95
    PHOENIX          AZ   85041          1            09/27/02         00
    0434761045                           03           11/01/02          0
    1781002707A                          N            10/01/32
    0


    8125047          N67/U56             F          168,150.00         ZZ
                                         360        167,905.81          1
                                       7.625          1,190.16         95
                                       7.375          1,190.16
    GREENSBORO       NC   27407          1            09/26/02         01
    0434753984                           03           11/01/02         35
    1781002897A                          O            10/01/32
    0


    8125057          N67/U56             F          178,600.00         ZZ
                                         360        178,371.45          1
                                       8.250          1,341.76         95
                                       8.000          1,341.76
    KNOXVILLE        TN   37931          1            09/30/02         12
    0434761458                           05           11/01/02         35
    3252003354A                          O            10/01/32
    0
1




    8125061          N67/U56             F          214,700.00         ZZ
                                         360        214,385.88          1
                                       7.750          1,538.14         95
                                       7.500          1,538.14
    RALEIGH          NC   27615          1            09/30/02         01
    0434761052                           03           11/01/02         35
    3252003355A                          O            10/01/32
    0


    8125063          N67/U56             F           37,100.00         ZZ
                                         360         37,052.52          1
                                       8.250            278.72         70
                                       8.000            278.72
    KISSIMMEE        FL   34748          1            09/27/02         00
    0434754008                           05           11/01/02          0
    3252003360A                          N            10/01/32
    0


    8125069          N67/U56             F          166,250.00         ZZ
                                         360        165,367.14          1
                                       8.750          1,307.89         95
                                       8.500          1,307.89
    WHITE BLUFF      TN   37187          1            06/20/02         12
    0434761482                           05           08/01/02         35
    3254000902A                          O            07/01/32
    0


    8125073          N67/U56             F          139,100.00         ZZ
                                         360        138,876.88          1
                                       7.125            937.14         95
                                       6.875            937.14
    SPRING HILL      TN   37174          1            09/30/02         01
    0434754032                           05           11/01/02         35
    3254001700A                          O            10/01/32
    0


    8125077          N67/U56             F          120,650.00         ZZ
                                         360        120,461.19          1
                                       7.250            823.05         95
                                       7.000            823.05
    GOOSE CREEK      SC   29445          1            09/27/02         12
    0434762217                           05           11/01/02         35
    3254001857A                          O            10/01/32
    0


    8125083          N67/U56             F          140,600.00         ZZ
                                         360        140,410.69          1
1


                                       8.000          1,031.67         95
                                       7.750          1,031.67
    SNELLVILLE       GA   30078          1            09/27/02         01
    0434754057                           05           11/01/02         35
    3254001892A                          O            10/01/32
    0


    8125091          N67/U56             F           80,800.00         ZZ
                                         360         80,667.16          1
                                       7.000            537.56         80
                                       6.750            537.56
    HIXSON           TN   37343          5            09/23/02         00
    0434761086                           03           11/01/02          0
    3254002002A                          O            10/01/32
    0


    8125095          N67/U56             F           93,100.00         ZZ
                                         360         92,946.92          1
                                       7.000            619.40         95
                                       6.750            619.40
    OLDSMAR          FL   34677          1            09/27/02         01
    0434754073                           03           11/01/02         35
    3254002146A                          O            10/01/32
    0


    8125105          N67/U56             F          158,950.00         ZZ
                                         360        158,735.98          1
                                       8.000          1,166.32         95
                                       7.750          1,166.32
    FAIRBURN         GA   30213          1            09/30/02         01
    0434754115                           05           11/01/02         35
    3254002203A                          O            10/01/32
    0


    8125113          N67/U56             F          114,000.00         ZZ
                                         360        113,830.27          1
                                       7.500            797.10         95
                                       7.250            797.10
    MYRTLE BEACH     SC   29577          1            09/30/02         10
    0434762225                           01           11/01/02         35
    3254002215A                          O            10/01/32
    0


    8125117          N67/U56             F          190,000.00         ZZ
                                         360        189,750.60          1
                                       8.125          1,410.74         95
                                       7.875          1,410.74
    SARASOTA         FL   34239          1            09/27/02         01
    0434754149                           05           11/01/02         35
1


    3254002220A                          O            10/01/32
    0


    8125121          N67/U56             F           80,750.00         ZZ
                                         360         80,643.69          1
                                       8.250            606.65         95
                                       8.000            606.65
    FRANKLIN         TN   37064          1            09/30/02         01
    0434754172                           05           11/01/02         35
    3254002233A                          O            10/01/32
    0


    8125125          N67/U56             F          150,950.00         ZZ
                                         360        150,746.75          1
                                       8.000          1,107.62         95
                                       7.750          1,107.62
    CARENCRO         LA   70520          1            09/27/02         01
    0434754214                           05           11/01/02         35
    3254002267A                          O            10/01/32
    0


    8125129          N67/U56             F          202,100.00         ZZ
                                         360        201,791.50          1
                                       7.375          1,395.85         95
                                       7.125          1,395.85
    STONE MOUNTAIN   GA   30087          1            09/30/02         01
    0434754248                           03           11/01/02         35
    3254002296A                          O            10/01/32
    0


    8125133          N67/U56             F          166,150.00         ZZ
                                         360        165,908.72          1
                                       7.625          1,176.00         95
                                       7.375          1,176.00
    COLUMBUS         GA   31907          1            09/30/02         01
    0434754263                           05           11/01/02         35
    3254002381A                          O            10/01/32
    0


    8125141          N67/U56             F          107,250.00         ZZ
                                         360        107,098.13          1
                                       7.750            768.35         95
                                       7.500            768.35
    NORCROSS         GA   30093          1            09/27/02         10
    0434761524                           05           11/01/02         35
    3254002281A                          O            10/01/32
    0


1


    8125155          N67/U56             F          245,000.00         ZZ
                                         360        244,566.00          1
                                       7.000          1,629.99         75
                                       6.750          1,629.99
    CORAL SPRINGS    FL   33076          1            09/27/02         00
    0434761102                           03           11/01/02          0
    3254002463A                          O            10/01/32
    0


    8125159          N67/U56             F          123,400.00         ZZ
                                         360        123,216.27          1
                                       7.500            862.83         95
                                       7.250            862.83
    TAMPA            FL   33634          1            09/30/02         01
    0434754305                           03           11/01/02         35
    3254002466A                          O            10/01/32
    0


    8125163          N67/U56             F          166,725.00         ZZ
                                         360        166,476.75          1
                                       7.500          1,165.77         95
                                       7.250          1,165.77
    BOCA RATON       FL   33434          1            09/30/02         01
    0434754347                           03           11/01/02         35
    3254002529A                          O            10/01/32
    0


    8125167          N67/U56             F          141,312.00         ZZ
                                         360        140,909.17          1
                                       7.750          1,012.38         95
                                       7.500          1,012.38
    KATY             TX   77449          1            07/24/02         01
    0434754362                           03           09/01/02         35
    3255002542A                          O            08/01/32
    0


    8125173          N67/U56             F          139,895.00         ZZ
                                         360        139,611.52          1
                                       8.000          1,026.50         90
                                       7.750          1,026.50
    LITCHFIELD PARK  AZ   85340          1            08/26/02         01
    0434754388                           03           10/01/02         30
    3255002552A                          O            09/01/32
    0


    8125177          N67/U56             F          102,600.00         ZZ
                                         360        102,465.22          1
                                       8.125            761.80         95
                                       7.875            761.80
1


    GAINESVILLE      FL   32605          1            09/18/02         10
    0434761565                           05           11/01/02         35
    3255003011A                          O            10/01/32
    0


    8125181          N67/U56             F           81,130.00         ZZ
                                         360         80,973.73          1
                                       8.250            609.50         95
                                       8.000            609.50
    BROWNSVILLE      TX   78526          1            08/27/02         01
    0434754404                           03           10/01/02         35
    3255003084A                          O            09/01/32
    0


    8125189          N67/U56             F          182,650.00         T
                                         360        182,270.43          1
                                       7.875          1,324.34         90
                                       7.625          1,324.34
    MIRAMAR          FL   33027          1            08/30/02         01
    0434754438                           03           10/01/02         30
    3255003118A                          O            09/01/32
    0


    8125193          N67/U56             F          101,250.00         ZZ
                                         360        101,064.70          1
                                       8.500            778.52         75
                                       8.250            778.52
    WATERLOO         SC   29384          5            08/29/02         00
    0434761136                           05           10/01/02          0
    3255003138A                          O            09/01/32
    0


    8125211          N67/U56             F          104,405.00         ZZ
                                         360        104,267.95          1
                                       8.125            775.21         95
                                       7.875            775.21
    LAUREL           MD   20723          1            09/19/02         01
    0434754487                           01           11/01/02         35
    3255003316A                          O            10/01/32
    0


    8125253          N67/U56             F          350,000.00         ZZ
                                         180        349,491.75          1
                                       7.625          2,477.28         88
                                       7.375          2,477.28
    BARTLETT         IL   60103          1            09/30/02         01
    0434754503                           05           11/01/02         30
    3261001395A                          O            10/01/17
    0
1




    8125277          N67/U56             F          213,000.00         ZZ
                                         360        212,754.02          2
                                       8.750          1,675.67         95
                                       8.500          1,675.67
    HACKENSACK       NJ   07601          1            09/30/02         01
    0434754529                           05           11/01/02         35
    3261001750A                          O            10/01/32
    0


    8125283          N67/U56             F          118,750.00         ZZ
                                         360        118,559.51          1
                                       7.125            800.04         95
                                       6.875            800.04
    JACKSONVILLE     FL   32246          1            09/28/02         01
    0434754545                           03           11/01/02         30
    3261001765A                          O            10/01/32
    0


    8125295          N67/U56             F          249,850.00         ZZ
                                         360        249,496.17          1
                                       7.750          1,789.96         95
                                       7.500          1,789.96
    WOODBRIDGE       NJ   08863          1            09/30/02         12
    0434761615                           05           11/01/02         35
    3261001783A                          O            10/01/32
    0


    8125313          N67/U56             F          209,000.00         ZZ
                                         180        208,712.22          1
                                       8.000          1,533.57         95
                                       7.750          1,533.57
    KEARNY           NJ   07032          1            09/30/02         01
    0434761177                           05           11/01/02         35
    3261002011A                          O            10/01/17
    0


    8125325          N67/U56             F          113,050.00         ZZ
                                         360        112,873.09          1
                                       7.250            771.20         95
                                       7.000            771.20
    DES MOINES       IA   50312          1            09/30/02         01
    0434754578                           05           11/01/02         35
    3261002045A                          O            10/01/32
    0


    8125331          N67/U56             F          400,000.00         ZZ
                                         360        399,419.16          1
1


                                       7.625          2,831.17         90
                                       7.375          2,831.17
    WESTON           FL   33331          1            09/30/02         10
    0434762233                           03           11/01/02         30
    3261002099A                          O            10/01/32
    0


    8125349          N67/U56             F          336,600.00         ZZ
                                         360        336,046.57          3
                                       7.000          2,239.41         90
                                       6.750          2,239.41
    CHICAGO          IL   60647          1            09/30/02         01
    0434761201                           05           11/01/02         30
    3262002962A                          O            10/01/32
    0


    8125363          N67/U56             F          143,450.00         ZZ
                                         360        143,261.70          1
                                       8.125          1,065.11         95
                                       7.875          1,065.11
    CHICAGO          IL   60630          1            09/30/02         01
    0434761219                           01           11/01/02         35
    3262002980A                          O            10/01/32
    0


    8125369          N67/U56             F          241,350.00         ZZ
                                         360        241,085.35          1
                                       9.000          1,941.96         90
                                       8.750          1,941.96
    PLAINFIELD       IL   60544          1            09/30/02         12
    0434761664                           05           11/01/02         30
    3262003094A                          O            10/01/32
    0


    8125377          N67/U56             F          280,000.00         ZZ
                                         180        279,597.57          1
                                       7.750          2,005.95         80
                                       7.500          2,005.95
    ANDOVER TOWNSHI  NJ   07821          1            09/30/02         00
    0434761227                           05           11/01/02          0
    3264000761A                          O            10/01/17
    0


    8125383          N67/U56             F          379,800.00         ZZ
                                         180        379,248.48          1
                                       7.625          2,688.20         95
                                       7.375          2,688.20
    SOUTH AMBOY      NJ   08879          1            09/27/02         01
    0434754602                           01           11/01/02         35
1


    3264001051A                          O            10/01/17
    0


    8125393          N67/U56             F          175,750.00         ZZ
                                         360        175,552.21          2
                                       8.875          1,398.35         95
                                       8.625          1,398.35
    NORTH PLAINFIEL  NJ   07060          1            09/30/02         10
    0434761672                           05           11/01/02         35
    3264001141A                          O            10/01/32
    0


    8125401          N67/U56             F          145,300.00         ZZ
                                         360        145,104.37          1
                                       8.000          1,066.16         95
                                       7.750          1,066.16
    ROSELLE          NJ   07203          1            09/30/02         01
    0434754636                           05           11/01/02         35
    3264001264A                          O            10/01/32
    0


    8125407          N67/U56             F          154,560.00         ZZ
                                         360        153,908.55          1
                                       7.375          1,067.51         92
                                       7.125          1,067.51
    ROSENHAYN        NJ   08352          1            09/19/02         01
    0434754644                           05           11/01/02         35
    3265003299A                          O            10/01/32
    0


    8125411          N67/U56             F          216,900.00         ZZ
                                         360        216,600.48          1
                                       7.875          1,572.68         90
                                       7.625          1,572.68
    UNION            NJ   07083          1            10/01/02         01
    0434761235                           05           11/01/02         30
    3264001191A                          O            10/01/32
    0


    8125415          N67/U56             F          251,750.00         ZZ
                                         360        251,427.84          1
                                       8.250          1,891.31         95
                                       8.000          1,891.31
    PARK RIDGE       IL   60068          1            09/06/02         01
    0434754651                           05           11/01/02         35
    3265003320A                          O            10/01/32
    0


1


    8125417          N67/U56             F          183,000.00         ZZ
                                         180        182,777.49          2
                                       8.500          1,407.11         75
                                       8.250          1,407.11
    BERWYN           IL   60402          5            09/16/02         00
    0434761250                           05           11/01/02          0
    3265003339A                          O            10/01/17
    0


    8125429          N67/U56             F          178,500.00         ZZ
                                         180        178,264.24          4
                                       8.125          1,325.36         85
                                       7.875          1,325.36
    CHICAGO          IL   60621          1            09/20/02         01
    0434754677                           05           11/01/02         25
    3265003359A                          N            10/01/17
    0


    8125441          N67/U56             F          116,750.00         ZZ
                                         180        116,608.04          1
                                       8.500            897.71         95
                                       8.250            897.71
    ROMEOVILLE       IL   60446          1            09/20/02         01
    0434754701                           01           11/01/02         35
    3265003368A                          O            10/01/17
    0


    8125483          N67/U56             F          278,300.00         ZZ
                                         360        277,842.43          1
                                       7.000          1,851.54         80
                                       6.750          1,851.54
    BELTSVILLE       MD   20705          1            09/30/02         00
    0434754768                           03           11/01/02          0
    3274003593A                          O            10/01/32
    0


    8125495          N67/U56             F           95,900.00         ZZ
                                         360         95,774.12          1
                                       8.125            712.05         80
                                       7.875            712.05
    PROVIDENCE       RI   02904          1            09/30/02         00
    0434762308                           03           11/01/02          0
    3274003777A                          O            10/01/32
    0


    8125507          N67/U56             F          319,500.00         ZZ
                                         360        319,080.59          1
                                       8.125          2,372.28         90
                                       7.875          2,372.28
1


    CHANTILLY        VA   20151          1            09/23/02         01
    0434754792                           05           11/01/02         30
    3274003855A                          O            10/01/32
    0


    8125517          N67/U56             F          155,200.00         ZZ
                                         360        154,991.04          1
                                       8.000          1,138.80         95
                                       7.750          1,138.80
    EDGEWATER        MD   21037          2            09/25/02         12
    0434762316                           05           11/01/02         35
    3274004049A                          O            10/01/32
    0


    8125525          N67/U56             F          125,400.00         ZZ
                                         360        125,235.39          1
                                       8.125            931.09         95
                                       7.875            931.09
    EAST HARTFORD    CT   06108          1            09/30/02         10
    0434761797                           05           11/01/02         35
    3274004162A                          O            10/01/32
    0


    8125535          N67/U56             F          269,100.00         ZZ
                                         360        268,746.75          1
                                       8.125          1,998.06         90
                                       7.875          1,998.06
    WINCHESTER       VA   22602          1            09/30/02         04
    0434761813                           05           11/01/02         30
    3274004196A                          O            10/01/32
    0


    8125539          N67/U56             F          346,750.00         ZZ
                                         360        346,258.96          2
                                       7.750          2,484.16         95
                                       7.500          2,484.16
    JAMAICA          NY   11432          1            10/01/02         01
    0434771168                           05           11/01/02         35
    3274004197A                          O            10/01/32
    0


    8125549          N67/U56             F          211,500.00         ZZ
                                         360        211,222.36          1
                                       8.125          1,570.38         90
                                       7.875          1,570.38
    SOMERVILLE       MA   02145          1            09/30/02         10
    0434762324                           05           11/01/02         30
    3274004281A                          O            10/01/32
    0
1




    8125639          N67/U56             F          389,500.00         ZZ
                                         360        389,014.13          1
                                       8.375          2,960.48         95
                                       8.125          2,960.48
    BROOKLYN         NY   11216          1            09/27/02         01
    0434754842                           05           11/01/02         35
    3274004353A                          O            10/01/32
    0


    8125643          N67/U56             F          204,250.00         ZZ
                                         360        203,975.00          1
                                       8.000          1,498.71         95
                                       7.750          1,498.71
    WORCESTER        MA   01609          1            09/27/02         01
    0434761540                           05           11/01/02         35
    3274004412A                          O            10/01/32
    0


    8125647          N67/U56             F           90,000.00         ZZ
                                         360         89,848.34          1
                                       6.875            591.24         41
                                       6.625            591.24
    BRONX            NY   10461          1            09/30/02         23
    0434762332                           05           11/01/02          0
    3274004413A                          O            10/01/32
    0


    8125655          N67/U56             F          207,150.00         ZZ
                                         360        206,884.91          1
                                       8.250          1,556.25         95
                                       8.000          1,556.25
    EDGEWOOD         MD   21040          1            08/30/02         10
    0434761839                           03           11/01/02         35
    3274004459A                          O            10/01/32
    0


    8125695          N67/U56             F          154,350.00         ZZ
                                         360        154,152.48          1
                                       8.250          1,159.58         95
                                       8.000          1,159.58
    EVERETT          WA   98205          1            09/27/02         01
    0434754867                           05           11/01/02         35
    1781003067A                          O            10/01/32
    0


    8125713          N67/U56             F          225,150.00         ZZ
                                         360        224,779.82          1
1


                                       7.000          1,497.93         95
                                       6.750          1,497.93
    PHOENIX          AZ   85045          1            09/27/02         10
    0434761862                           03           11/01/02         35
    1781003240A                          O            10/01/32
    0


    8125719          N67/U56             F          178,100.00         ZZ
                                         360        177,834.83          1
                                       7.500          1,245.30         95
                                       7.250          1,245.30
    ORLANDO          FL   32832          1            09/30/02         01
    0434754883                           03           11/01/02         35
    1781003309A                          O            10/01/32
    0


    8125725          N67/U56             F          148,500.00         ZZ
                                         360        148,305.06          1
                                       8.125          1,102.61         90
                                       7.875          1,102.61
    OTTUMWA          IA   52501          1            09/27/02         01
    0434762340                           05           11/01/02         30
    1781003318A                          O            10/01/32
    0


    8125729          N67/U56             F           91,200.00         ZZ
                                         360         91,077.21          1
                                       8.000            669.19         95
                                       7.750            669.19
    PHOENIX          AZ   85035          1            09/27/02         01
    0434754891                           05           11/01/02         35
    1781003371A                          O            10/01/32
    0


    8125737          N67/U56             F          126,350.00         ZZ
                                         360        126,166.52          1
                                       7.625            894.30         95
                                       7.375            894.30
    PHOENIX          AZ   85051          2            09/24/02         12
    0434761904                           05           11/01/02         35
    1781003377A                          O            10/01/32
    0


    8125745          N67/U56             F          183,000.00         ZZ
                                         360        182,619.69          1
                                       7.875          1,326.88         93
                                       7.625          1,326.88
    LAS VEGAS        NV   89129          1            08/12/02         01
    0434754909                           05           10/01/02         35
1


    1785002757A                          O            09/01/32
    0


    8125753          N67/U56             F          133,500.00         ZZ
                                         360        133,267.88          1
                                       8.750          1,050.25         95
                                       8.500          1,050.25
    ROUND ROCK       TX   78681          1            08/19/02         01
    0434754925                           03           10/01/02         35
    1785002839A                          O            09/01/32
    0


    8125759          N67/U56             F          310,100.00         ZZ
                                         360        309,280.32          1
                                       8.125          2,302.49         95
                                       7.875          2,302.49
    SYLMAR           CA   91342          1            07/18/02         01
    0434754941                           01           09/01/02         30
    1785002883A                          O            08/01/32
    0


    8125765          N67/U56             F          392,950.00         ZZ
                                         360        392,447.14          1
                                       8.250          2,952.10         95
                                       8.000          2,952.10
    CHANDLER         AZ   85249          1            09/19/02         01
    0434754966                           03           11/01/02         35
    1785002902A                          O            10/01/32
    0


    8125771          N67/U56             F          169,750.00         ZZ
                                         360        169,338.49          1
                                       8.250          1,275.28         95
                                       8.000          1,275.28
    NORTH LAS VEGAS  NV   89032          1            08/02/02         01
    0434754974                           03           10/01/02         35
    1785002983A                          O            09/01/32
    0


    8125777          405/405             F          380,000.00         ZZ
                                         180        377,435.25          1
                                       6.250          3,258.21         80
                                       5.500          3,258.21
    CHINO HILLS      CA   91709          5            09/20/02         00
    0018786863                           03           11/01/02          0
    0018786863                           O            10/01/17
    0


1


    8125793          N67/U56             F          187,000.00         ZZ
                                         360        186,760.70          1
                                       8.250          1,404.87         90
                                       8.000          1,404.87
    SUN CITY         AZ   85373          5            09/17/02         01
    0434754990                           05           11/01/02         30
    1785003286A                          O            10/01/32
    0


    8125799          N67/U56             F          100,700.00         ZZ
                                         360        100,567.82          1
                                       8.125            747.69         95
                                       7.875            747.69
    PHOENIX          AZ   85031          1            09/13/02         10
    0434761946                           05           11/01/02         35
    1785003356A                          O            10/01/32
    0


    8125817          N67/U56             F          160,300.00         ZZ
                                         360        160,061.33          1
                                       7.500          1,120.84         95
                                       7.250          1,120.84
    CONYERS          GA   30094          1            09/30/02         10
    0434761961                           05           11/01/02         35
    3252003276A                          O            10/01/32
    0


    8125825          N67/U56             F          130,100.00         ZZ
                                         360        129,920.33          1
                                       7.875            943.32         80
                                       7.625            943.32
    MELBOURNE        FL   32940          1            09/30/02         23
    0434762373                           03           11/01/02          0
    3252003347A                          O            10/01/32
    0


    8125849          N67/U56             F          266,000.00         ZZ
                                         360        265,641.85          2
                                       8.000          1,951.81         95
                                       7.750          1,951.81
    BROCKTON         MA   02301          1            09/27/02         10
    0434761987                           05           11/01/02         35
    3274004548A                          O            10/01/32
    0


    8125857          N67/U56             F          237,500.00         ZZ
                                         360        237,163.66          1
                                       7.750          1,701.48         95
                                       7.500          1,701.48
1


    WOODBRIDGE       VA   22193          1            09/27/02         01
    0434755054                           05           11/01/02         35
    3274004595A                          O            10/01/32
    0


    8125865          N67/U56             F           91,400.00         ZZ
                                         360         91,260.47          1
                                       7.375            631.28         80
                                       7.125            631.28
    NORFOLK          VA   23518          1            09/30/02         23
    0434762399                           05           11/01/02          0
    3274004605A                          O            10/01/32
    0


    8125875          N67/U56             F          264,100.00         ZZ
                                         360        263,726.01          1
                                       7.750          1,892.04         95
                                       7.500          1,892.04
    WOODHAVEN        NY   11423          1            09/30/02         01
    0434755062                           05           11/01/02         35
    3274004632A                          O            10/01/32
    0


    8125881          N67/U56             F          146,300.00         ZZ
                                         360        146,103.01          1
                                       8.000          1,073.50         95
                                       7.750          1,073.50
    VIRGINIA BEACH   VA   23464          1            09/27/02         12
    0434762001                           05           11/01/02         35
    3274004641A                          O            10/01/32
    0


    8125889          N67/U56             F          294,500.00         ZZ
                                         360        294,099.42          1
                                       8.000          2,160.94         95
                                       7.750          2,160.94
    RANDOLPH         MA   02368          1            09/30/02         01
    0434755070                           05           11/01/02         35
    3274004677A                          O            10/01/32
    0


    8125909          N67/U56             F          166,250.00         ZZ
                                         360        165,876.06          1
                                       7.000          1,106.07         95
                                       6.750          1,106.07
    STATEN ISLAND    NY   10304          1            10/04/02         01
    0434755120                           05           11/01/02         35
    3274004750A                          O            10/01/32
    0
1




    8125927          N67/U56             F           83,600.00         ZZ
                                         360         83,487.43          1
                                       8.000            613.43         95
                                       7.750            613.43
    VIRGINIA BEACH   VA   23455          1            09/27/02         01
    0434755179                           05           11/01/02         35
    3274004760A                          O            10/01/32
    0


    8125939          N67/U56             F          324,000.00         ZZ
                                         360        323,517.58          1
                                       7.500          2,265.46         90
                                       7.250          2,265.46
    WEST ROXBURY     MA   02132          1            09/30/02         01
    0434762423                           05           11/01/02         30
    3274004795A                          O            10/01/32
    0


    8125943          N67/U56             F          337,250.00         ZZ
                                         360        336,818.41          2
                                       8.250          2,533.65         95
                                       8.000          2,533.65
    SPRINGFIELD GAR  NY   11432          1            10/08/02         01
    0434755237                           05           12/01/02         35
    3274004813A                          O            11/01/32
    0


    8125949          N67/U56             F          427,500.00         ZZ
                                         360        426,797.12          1
                                       7.000          2,844.17         90
                                       6.750          2,844.17
    ALEXANDRIA       VA   22315          1            09/30/02         04
    0434762431                           03           11/01/02         30
    3274004990A                          O            10/01/32
    0


    8125955          N67/U56             F          247,475.00         ZZ
                                         360        246,622.44          1
                                       6.875          1,625.73         95
                                       6.625          1,625.73
    BROOKLYN         NY   11234          1            09/13/02         10
    0434762464                           05           11/01/02         35
    3275002870A                          O            10/01/32
    0


    8125961          N67/U56             F          215,650.00         ZZ
                                         360        215,359.65          1
1


                                       8.000          1,582.36         95
                                       7.750          1,582.36
    BAY SHORE        NY   11706          1            09/24/02         01
    0434755260                           05           11/01/02         35
    3275002887A                          O            10/01/32
    0


    8125967          N67/U56             F          348,825.00         ZZ
                                         360        348,023.81          1
                                       7.375          2,409.25         95
                                       7.125          2,409.25
    WALTHAM          MA   02451          1            08/30/02         12
    0434762019                           05           10/01/02         35
    3275002897A                          O            09/01/32
    0


    8126163          N67/U56             F          251,750.00         ZZ
                                         360        251,384.42          1
                                       7.625          1,781.87         95
                                       7.375          1,781.87
    HERNANDO BEACH   FL   34607          1            09/30/02         01
    0434755286                           05           11/01/02         35
    3254002174A                          O            10/01/32
    0


    8126165          N67/U56             F          242,250.00         ZZ
                                         360        241,931.99          1
                                       8.125          1,798.70         95
                                       7.875          1,798.70
    SEMINOLE         FL   33772          1            09/27/02         10
    0434762472                           05           11/01/02         35
    3254002392A                          O            10/01/32
    0


    8126173          N67/U56             F           56,250.00         ZZ
                                         360         56,024.30          1
                                       8.875            447.55         75
                                       8.625            447.55
    HARVEY           IL   60426          1            04/30/02         00
    0434762027                           05           06/01/02          0
    3262000563A                          N            05/01/32
    0


    8126179          N67/U56             F          237,500.00         ZZ
                                         360        237,172.03          1
                                       7.875          1,722.04         95
                                       7.625          1,722.04
    CHICAGO          IL   60641          1            09/20/02         01
    0434762522                           05           11/01/02         35
1


    3265003360A                          O            10/01/32
    0


    8126181          N67/U56             F          190,000.00         ZZ
                                         360        189,756.85          1
                                       8.250          1,427.41         95
                                       8.000          1,427.41
    CLAY             NY   13041          1            09/30/02         01
    0434755344                           05           11/01/02         35
    3274004239A                          O            10/01/32
    0


    8126183          N67/U56             F          117,000.00         ZZ
                                         360        116,836.60          2
                                       8.125            868.72         90
                                       7.875            868.72
    WEST HAVEN       CT   06516          1            09/30/02         01
    0434755351                           05           11/01/02         30
    3274004482A                          O            10/01/32
    0


    8126185          N67/U56             F          161,500.00         ZZ
                                         360        161,282.55          1
                                       8.000          1,185.03         95
                                       7.750          1,185.03
    EVERETT          WA   98205          1            09/27/02         01
    0434755377                           05           11/01/02         35
    1781003210A                          O            10/01/32
    0


    8126187          N67/U56             F          300,700.00         ZZ
                                         360        300,295.13          1
                                       8.000          2,206.43         89
                                       7.750          2,206.43
    GLOUCESTER       MA   01930          1            09/27/02         01
    0434761847                           05           11/01/02         30
    3274004673A                          O            10/01/32
    0


    8126193          N67/U56             F          300,700.00         ZZ
                                         360        300,305.27          1
                                       8.125          2,232.69         94
                                       7.875          2,232.69
    ALEXANDRIA       VA   22315          1            09/27/02         10
    0434762068                           03           11/01/02         35
    3274004757A                          O            10/01/32
    0


1


    8126801          Q82/U56             F          139,000.00         ZZ
                                         240        138,284.12          1
                                       8.500          1,206.28         74
                                       8.000          1,206.28
    ACWORTH          GA   30102          5            08/27/02         00
    0434755930                           05           10/05/02          0
    233002084005                         O            09/05/22
    0


    8127061          K15/U57             F          140,000.00         ZZ
                                         180        139,930.26          1
                                       9.440          1,171.07        100
                                       8.940          1,171.07
    CHICAGO          IL   60609          1            10/08/02         23
    0434836854                           05           12/01/02          0
    046100110133                         O            11/01/17
    0


    8127147          K15/U57             F           95,000.00         ZZ
                                         180         94,472.78          1
                                       9.130            970.91         95
                                       8.630            970.91
    BREMEN           OH   43107          5            09/18/02         23
    0434801536                           05           11/01/02          0
    048400109131                         O            10/01/17
    0


    8127227          K15/U57             F           84,800.00         ZZ
                                         180         84,595.99          1
                                      10.031            912.87         31
                                       9.531            912.87
    BRAINTREE        MA   02184          5            10/09/02         00
    0434814208                           05           12/01/02          0
    024605503624                         O            11/01/17
    0


    8127307          K15/U57             F          324,000.00         ZZ
                                         180        322,256.28          1
                                       8.840          3,255.46         90
                                       8.340          3,255.46
    SANDY            UT   84092          5            09/25/02         23
    0434791844                           05           11/01/02          0
    040500109932                         O            10/01/17
    0


    8127869          N67/U56             F          116,000.00         ZZ
                                         360        115,753.99          1
                                       7.875            841.08         80
                                       7.625            841.08
1


    AUSTIN           TX   78748          1            09/11/02         00
    0434744793                           03           11/01/02          0
    1161002056A                          N            10/01/32
    0


    8127871          N67/U56             F          183,800.00         ZZ
                                         360        183,526.33          1
                                       7.500          1,285.16         95
                                       7.250          1,285.16
    NORFOLK          VA   23518          1            09/13/02         01
    0434744819                           05           11/01/02         35
    1161002070A                          O            10/01/32
    0


    8127873          N67/U56             F           53,200.00         ZZ
                                         360         53,128.38          1
                                       8.000            390.36         80
                                       7.750            390.36
    SAN ANTONIO      TX   78245          1            09/20/02         00
    0434744835                           03           11/01/02          0
    1161002072A                          O            10/01/32
    0


    8127877          N67/U56             F          135,850.00         ZZ
                                         360        135,676.14          1
                                       8.250          1,020.60         95
                                       8.000          1,020.60
    SUGAR LAND       TX   77479          1            09/16/02         10
    0434744850                           05           11/01/02         35
    1161002086A                          O            10/01/32
    0


    8127883          N67/U56             F           61,650.00         ZZ
                                         360         61,571.09          1
                                       8.250            463.16         95
                                       8.000            463.16
    RAYTOWN          MO   64113          1            09/19/02         01
    0434744934                           05           11/01/02         35
    1161002111A                          O            10/01/32
    0


    8127887          N67/U56             F          152,000.00         ZZ
                                         360        151,800.46          1
                                       8.125          1,128.60         95
                                       7.875          1,128.60
    ALBUQUERQUE      NM   87111          1            09/12/02         01
    0434744975                           05           11/01/02         35
    1161002184A                          O            10/01/32
    0
1




    8127889          N67/U56             F           32,700.00         ZZ
                                         360         32,655.97          1
                                       8.000            239.94         85
                                       7.750            239.94
    PASADENA         TX   77506          1            09/19/02         12
    0434744991                           05           11/01/02         25
    1161002225A                          N            10/01/32
    0


    8127893          N67/U56             F          223,250.00         ZZ
                                         180        222,949.40          1
                                       8.000          1,638.13         95
                                       7.750          1,638.13
    EAGAN            MN   55123          1            09/16/02         01
    0434745030                           05           11/01/02         35
    1161002238A                          O            10/01/17
    0


    8127895          N67/U56             F          110,250.00         ZZ
                                         360        110,062.41          1
                                       7.500            770.88         90
                                       7.250            770.88
    DEER PARK        TX   77536          1            09/20/02         01
    0434745055                           05           11/01/02         30
    1161002274A                          O            10/01/32
    0


    8127899          N67/U56             F          119,200.00         ZZ
                                         360        119,025.77          1
                                       7.625            843.69         90
                                       7.375            843.69
    AUSTIN           TX   78747          1            09/17/02         12
    0434746475                           03           11/01/02         30
    1161002290A                          O            10/01/32
    0


    8127909          N67/U56             F          200,000.00         ZZ
                                         360        199,744.06          1
                                       8.250          1,502.53         80
                                       8.000          1,502.53
    NAPLES           FL   34110          1            09/16/02         00
    0434745139                           01           11/01/02          0
    1161001852A                          O            10/01/32
    0


    8127917          N67/U56             F           48,925.00         ZZ
                                         360         48,860.77          1
1


                                       8.125            363.27         95
                                       7.875            363.27
    HUFFMAN          TX   77336          1            09/17/02         12
    0434746731                           03           11/01/02         35
    1161001902A                          O            10/01/32
    0


    8127921          N67/U56             F          122,550.00         ZZ
                                         360        121,857.89          1
                                       8.500            942.30         95
                                       8.250            942.30
    AUSTIN           TX   78729          1            09/19/02         01
    0434745196                           05           11/01/02         35
    1161001905A                          O            10/01/32
    0


    8127925          N67/U56             F          133,300.00         ZZ
                                         360        133,111.23          1
                                       7.750            954.98         95
                                       7.500            954.98
    BOYNTON BEACH    FL   33437          1            09/20/02         12
    0434745238                           03           11/01/02         35
    1162000058A                          O            10/01/32
    0


    8127927          N67/U56             F          110,000.00         ZZ
                                         360        109,836.21          1
                                       7.500            769.14         74
                                       7.250            769.14
    ENGLEWOOD        CO   80110          5            09/06/02         00
    0434745261                           05           11/01/02          0
    1162000091A                          O            10/01/32
    0


    8127935          N67/U56             F           89,600.00         ZZ
                                         360         89,488.23          1
                                       8.375            681.02         80
                                       8.125            681.02
    LAS VEGAS        NV   89122          1            09/12/02         00
    0434745295                           05           11/01/02          0
    1162000185A                          N            10/01/32
    0


    8127945          N67/U56             F          149,150.00         ZZ
                                         360        148,938.78          1
                                       7.750          1,068.53         95
                                       7.500          1,068.53
    OREM             UT   84058          2            09/09/02         01
    0434745378                           03           11/01/02         35
1


    1162000321A                          O            10/01/32
    0


    8127947          N67/U56             F          118,900.00         ZZ
                                         360        118,759.10          1
                                       8.625            924.79         95
                                       8.375            924.79
    LAS VEGAS        NV   89122          1            09/12/02         01
    0434745386                           03           11/01/02         35
    1162000341A                          O            10/01/32
    0


    8127953          N67/U56             F          212,400.00         ZZ
                                         360        212,135.05          1
                                       8.375          1,614.39         90
                                       8.125          1,614.39
    LITTLETON        CO   80120          5            09/12/02         01
    0434745436                           05           11/01/02         30
    1162000376A                          O            10/01/32
    0


    8127955          N67/U56             F          214,400.00         ZZ
                                         360        214,047.49          1
                                       7.000          1,426.41         80
                                       6.750          1,426.41
    LAS VEGAS        NV   89139          1            09/16/02         00
    0434745469                           03           11/01/02          0
    1162000399A                          O            10/01/32
    0


    8127957          N67/U56             F          103,050.00         ZZ
                                         360        102,754.09          1
                                       8.375            783.25         95
                                       8.125            783.25
    LAS VEGAS        NV   89104          1            09/11/02         01
    0434745485                           05           11/01/02         35
    1162000416A                          O            10/01/32
    0


    8127959          N67/U56             F          126,800.00         ZZ
                                         360        126,645.83          1
                                       8.500            974.98         95
                                       8.250            974.98
    COLORADO SPRING  CO   80916          1            09/13/02         10
    0434745501                           05           11/01/02         35
    1162000424A                          O            10/01/32
    0


1


    8127961          N67/U56             F           67,400.00         ZZ
                                         360         67,311.53          1
                                       8.125            500.44         90
                                       7.875            500.44
    NORTH LAS VEGAS  NV   89030          1            09/06/02         01
    0434745527                           05           11/01/02         30
    1162000431A                          N            10/01/32
    0


    8127963          N67/U56             F          232,200.00         ZZ
                                         360        231,869.81          1
                                       8.125          1,724.08         95
                                       7.875          1,724.08
    LAS VEGAS        NV   89131          1            09/16/02         01
    0434745543                           03           11/01/02         35
    1162000438A                          O            10/01/32
    0


    8127965          N67/U56             F          332,500.00         ZZ
                                         360        332,085.22          1
                                       8.375          2,527.24         95
                                       8.125          2,527.24
    HENDERSON        NV   89015          1            09/12/02         01
    0434745568                           05           11/01/02         35
    1162000467A                          O            10/01/32
    0


    8127979          N67/U56             F          136,650.00         ZZ
                                         360        136,461.30          1
                                       7.875            990.81         95
                                       7.625            990.81
    GILBERT          AZ   85296          1            09/10/02         01
    0434745659                           05           11/01/02         35
    1781000837A                          O            10/01/32
    0


    8127981          N67/U56             F           88,100.00         ZZ
                                         360         87,972.06          1
                                       7.625            623.57         75
                                       7.375            623.57
    RIO RICO         AZ   85648          1            09/11/02         00
    0434745667                           05           11/01/02          0
    1781002126A                          O            10/01/32
    0


    8127983          N67/U56             F          171,700.00         ZZ
                                         360        171,480.28          1
                                       8.250          1,289.92         95
                                       8.000          1,289.92
1


    LAS VEGAS        NV   89129          1            09/13/02         01
    0434745675                           03           11/01/02         35
    1781002143A                          O            10/01/32
    0


    8127985          N67/U56             F          364,200.00         ZZ
                                         360        363,779.41          1
                                       8.750          2,865.16         95
                                       8.500          2,865.16
    PALMDALE         CA   93551          1            09/18/02         10
    0434745683                           05           11/01/02         35
    1781002368A                          O            10/01/32
    0


    8127987          N67/U56             F           65,000.00         ZZ
                                         360         64,920.77          1
                                       8.500            499.79         79
                                       8.250            499.79
    AVONDALE         AZ   85323          5            09/05/02         00
    0434745691                           05           11/01/02          0
    1781002408A                          O            10/01/32
    0


    8127989          N67/U56             F          127,650.00         ZZ
                                         360        127,464.63          1
                                       7.625            903.50         95
                                       7.375            903.50
    PHOENIX          AZ   85042          1            09/13/02         10
    0434745717                           03           11/01/02         35
    1781002466A                          O            10/01/32
    0


    8127991          N67/U56             F          164,000.00         ZZ
                                         360        163,749.65          1
                                       7.375          1,132.71         74
                                       7.125          1,132.71
    TUJUNGA          CA   91042          2            09/12/02         00
    0434745725                           05           11/01/02          0
    1781002565A                          O            10/01/32
    0


    8127993          N67/U56             F           89,250.00         ZZ
                                         360         89,069.00          1
                                       6.875            586.31         85
                                       6.625            586.31
    PHOENIX          AZ   85019          5            09/09/02         01
    0434745733                           05           11/01/02         25
    1781002695A                          O            10/01/32
    0
1




    8127995          N67/U56             F          142,750.00         T
                                         360        142,437.78          1
                                       7.750          1,022.68         70
                                       7.500          1,022.68
    GREEN VALLEY     AZ   85614          1            09/12/02         00
    0434745741                           03           11/01/02          0
    1781002737A                          O            10/01/32
    0


    8127997          N67/U56             F          207,100.00         ZZ
                                         360        206,624.32          1
                                       7.375          1,430.39         95
                                       7.125          1,430.39
    SNOHOMISH        WA   98296          1            08/27/02         01
    0434745766                           05           10/01/02         35
    1781002752A                          O            09/01/32
    0


    8127999          N67/U56             F          108,000.00         ZZ
                                         360        107,878.45          3
                                       8.875            859.30         90
                                       8.625            859.30
    MESA             AZ   85203          5            09/09/02         01
    0434745782                           05           11/01/02         30
    1781002773A                          O            10/01/32
    0


    8128001          N67/U56             F          175,000.00         ZZ
                                         360        174,726.14          1
                                       7.250          1,193.81         47
                                       7.000          1,193.81
    STOCKTON         CA   95212          5            09/06/02         00
    0434745790                           05           11/01/02          0
    1781002783A                          O            10/01/32
    0


    8128003          N67/U56             F          126,300.00         ZZ
                                         360        126,125.59          1
                                       7.875            915.76         95
                                       7.625            915.76
    MESA             AZ   85207          1            09/16/02         10
    0434745816                           03           11/01/02         35
    1781002788A                          O            10/01/32
    0


    8128005          N67/U56             F          137,600.00         ZZ
                                         360        137,368.14          1
1


                                       6.875            903.93         80
                                       6.625            903.93
    AVONDALE         AZ   85323          5            09/13/02         00
    0434745832                           03           11/01/02          0
    1781002832A                          O            10/01/32
    0


    8128009          N67/U56             F          165,350.00         ZZ
                                         360        165,121.67          1
                                       7.875          1,198.90         95
                                       7.625          1,198.90
    GILBERT          AZ   85234          1            09/16/02         01
    0434745857                           03           11/01/02         35
    1781002839A                          O            10/01/32
    0


    8128013          N67/U56             F          189,050.00         ZZ
                                         360        188,795.46          1
                                       8.000          1,387.18         95
                                       7.750          1,387.18
    BELLINGHAM       WA   98226          1            09/13/02         01
    0434745873                           05           11/01/02         35
    1781002850A                          O            10/01/32
    0


    8128017          N67/U56             F          112,000.00         ZZ
                                         360        111,806.60          1
                                       6.750            726.43         79
                                       6.500            726.43
    SEDRO WOOLLEY    WA   98284          5            09/09/02         00
    0434745907                           05           11/01/02          0
    1781002876A                          O            10/01/32
    0


    8128019          N67/U56             F          132,000.00         ZZ
                                         360        131,813.08          1
                                       7.750            945.66         75
                                       7.500            945.66
    AVONDALE         AZ   85323          5            09/12/02         00
    0434745915                           03           11/01/02          0
    1781002961A                          O            10/01/32
    0


    8128021          N67/U56             F          123,400.00         ZZ
                                         360        123,233.84          1
                                       8.000            905.47         95
                                       7.750            905.47
    PHOENIX          AZ   85051          1            09/11/02         10
    0434745923                           03           11/01/02         35
1


    1781002985A                          O            10/01/32
    0


    8128023          N67/U56             F          413,050.00         ZZ
                                         360        412,465.06          1
                                       7.750          2,959.14         90
                                       7.500          2,959.14
    CHANDLER         AZ   85248          1            09/06/02         01
    0434745949                           03           11/01/02         30
    1781002991A                          O            10/01/32
    0


    8128025          N67/U56             F          196,700.00         ZZ
                                         360        196,407.14          1
                                       7.500          1,375.35         95
                                       7.250          1,375.35
    LAS VEGAS        NV   89141          1            09/12/02         12
    0434745956                           03           11/01/02         35
    1781002995A                          O            10/01/32
    0


    8128027          N67/U56             F          392,000.00         ZZ
                                         360        391,523.37          1
                                       8.500          3,014.14         75
                                       8.250          3,014.14
    SEATTLE          WA   98199          5            09/09/02         00
    0434745964                           05           11/01/02          0
    1781002998A                          O            10/01/32
    0


    8128031          N67/U56             F          218,500.00         ZZ
                                         360        218,158.05          1
                                       7.250          1,490.56         95
                                       7.000          1,490.56
    SURPRISE         AZ   85379          1            09/12/02         12
    0434745980                           03           11/01/02         35
    1781003019A                          O            10/01/32
    0


    8128035          N67/U56             F          393,750.00         ZZ
                                         360        393,192.40          1
                                       7.750          2,820.87         75
                                       7.500          2,820.87
    FOUNTAIN HILLS   AZ   85268          5            09/09/02         00
    0434746020                           05           11/01/02          0
    1781003033A                          O            10/01/32
    0


1


    8128037          N67/U56             F           98,400.00         ZZ
                                         360         98,274.07          1
                                       8.250            739.25         80
                                       8.000            739.25
    PHOENIX          AZ   85006          5            09/13/02         00
    0434746038                           05           11/01/02          0
    1781003048A                          O            10/01/32
    0


    8128043          N67/U56             F          256,000.00         ZZ
                                         360        255,688.72          1
                                       8.500          1,968.42         95
                                       8.250          1,968.42
    PHOENIX          AZ   85021          1            09/12/02         01
    0434746079                           05           11/01/02         35
    1781003090A                          O            10/01/32
    0


    8128047          N67/U56             F          105,450.00         ZZ
                                         360        105,308.03          1
                                       8.000            773.75         95
                                       7.750            773.75
    PHOENIX          AZ   85043          1            09/16/02         12
    0434746087                           03           11/01/02         35
    1781003099A                          O            10/01/32
    0


    8128049          N67/U56             F           81,700.00         ZZ
                                         360         81,594.55          1
                                       8.375            620.98         95
                                       8.125            620.98
    PHOENIX          AZ   85014          1            09/13/02         10
    0434746103                           05           11/01/02         35
    1781003109A                          O            10/01/32
    0


    8128051          N67/U56             F           90,250.00         ZZ
                                         360         90,134.50          1
                                       8.250            678.02         95
                                       8.000            678.02
    TUCSON           AZ   85711          1            09/16/02         01
    0434746111                           05           11/01/02         35
    1781003110A                          O            10/01/32
    0


    8128053          N67/U56             F          166,250.00         ZZ
                                         360        166,037.25          1
                                       8.250          1,248.98         95
                                       8.000          1,248.98
1


    SCOTTSDALE       AZ   85257          1            09/16/02         01
    0434746137                           03           11/01/02         35
    1781003117A                          O            10/01/32
    0


    8128055          N67/U56             F           34,000.00         ZZ
                                         360         33,953.06          1
                                       7.875            246.52         37
                                       7.625            246.52
    PHOENIX          AZ   85009          5            09/11/02         00
    0434746145                           05           11/01/02          0
    1781003138A                          N            10/01/32
    0


    8128057          N67/U56             F          127,300.00         ZZ
                                         360        127,124.22          1
                                       7.875            923.01         95
                                       7.625            923.01
    LITCHFIELD PARK  AZ   85340          1            09/09/02         01
    0434746152                           03           11/01/02         35
    1781003158A                          O            10/01/32
    0


    8128059          N67/U56             F          268,200.00         ZZ
                                         360        267,847.93          1
                                       8.125          1,991.38         90
                                       7.875          1,991.38
    WOODINVILLE      WA   98072          1            09/10/02         12
    0434746160                           05           11/01/02         30
    1781003184A                          O            10/01/32
    0


    8128061          N67/U56             F          114,950.00         ZZ
                                         360        114,795.23          1
                                       8.000            843.46         95
                                       7.750            843.46
    SCOTTSDALE       AZ   85257          1            09/12/02         01
    0434746178                           01           11/01/02         35
    1781003220A                          O            10/01/32
    0


    8128065          N67/U56             F          353,250.00         ZZ
                                         360        352,724.02          1
                                       7.500          2,469.98         90
                                       7.250          2,469.98
    SCOTTSDALE       AZ   85259          1            09/16/02         10
    0434746194                           03           11/01/02         30
    1781003230A                          O            10/01/32
    0
1




    8128069          N67/U56             F          139,500.00         ZZ
                                         360        139,312.18          1
                                       8.000          1,023.60         90
                                       7.750          1,023.60
    PHOENIX          AZ   85032          1            09/17/02         01
    0434746228                           03           11/01/02         30
    1781003243A                          N            10/01/32
    0


    8128071          N67/U56             F          132,000.00         ZZ
                                         360        131,813.08          1
                                       7.750            945.66         95
                                       7.500            945.66
    HIGLEY           AZ   85236          1            09/13/02         10
    0434746244                           03           11/01/02         35
    1781003249A                          O            10/01/32
    0


    8128073          N67/U56             F          121,885.00         ZZ
                                         360        121,714.10          1
                                       7.875            883.75         95
                                       7.625            883.75
    TEMPE            AZ   85282          1            09/17/02         10
    0434746251                           05           11/01/02         35
    1781003256A                          O            10/01/32
    0


    8128075          N67/U56             F           77,000.00         ZZ
                                         360         76,890.95          1
                                       7.750            551.64         91
                                       7.500            551.64
    PHOENIX          AZ   85015          1            09/18/02         10
    0434746277                           05           11/01/02         35
    1781003277A                          O            10/01/32
    0


    8128077          N67/U56             F          315,950.00         ZZ
                                         360        315,535.25          1
                                       8.125          2,345.92         95
                                       7.875          2,345.92
    LITCHFIELD PARK  AZ   85340          1            09/19/02         01
    0434746285                           03           11/01/02         35
    1781003340A                          O            10/01/32
    0


    8128079          N67/U56             F          133,450.00         ZZ
                                         360        133,287.73          1
1


                                       8.500          1,026.12         95
                                       8.250          1,026.12
    LAS VEGAS        NV   89149          1            09/06/02         01
    0434746293                           01           11/01/02         35
    1782001405A                          O            10/01/32
    0


    8128085          N67/U56             F          130,876.00         ZZ
                                         360        130,555.45          1
                                       8.500          1,006.33         95
                                       8.250          1,006.33
    HOUSTON          TX   77095          1            07/31/02         01
    0434746368                           05           09/01/02         35
    1785002835A                          O            08/01/32
    0


    8128087          N67/U56             F           86,350.00         ZZ
                                         360         86,049.08          1
                                       8.875            687.04         95
                                       8.625            687.04
    LAS VEGAS        NV   89122          1            05/15/02         01
    0434749685                           03           07/01/02         35
    1785002898A                          O            06/01/32
    0


    8128089          N67/U56             F          125,091.00         ZZ
                                         360        104,334.79          1
                                       8.500            961.84         89
                                       8.250            961.84
    WEST PALM BEACH  FL   33411          1            06/14/02         01
    0434749727                           03           08/01/02         30
    1785002910A                          O            07/01/32
    0


    8128093          N67/U56             F          163,479.00         ZZ
                                         360        162,426.73          1
                                       9.750          1,404.54         96
                                       9.500          1,404.54
    SUGARLAND        TX   77479          1            05/31/02         01
    0434749826                           03           07/01/02         35
    1785003001A                          O            06/01/32
    0


    8128095          N67/U56             F          205,150.00         ZZ
                                         360        204,678.78          1
                                       7.375          1,416.93         95
                                       7.125          1,416.93
    LAS VEGAS        NV   89135          1            08/12/02         01
    0434746418                           03           10/01/02         35
1


    1785003159A                          O            09/01/32
    0


    8128097          N67/U56             F          115,550.00         ZZ
                                         360        115,274.15          1
                                       8.625            898.74         95
                                       8.375            898.74
    KATY             TX   77449          1            07/29/02         01
    0434746434                           03           09/01/02         35
    1785003192A                          O            08/01/32
    0


    8128099          N67/U56             F          125,400.00         ZZ
                                         360        125,170.47          1
                                       8.500            964.22         95
                                       8.250            964.22
    TUCSON           AZ   85735          1            08/09/02         01
    0434746459                           03           10/01/02         35
    1785003224A                          O            09/01/32
    0


    8128107          N67/U56             F          136,350.00         ZZ
                                         360        136,161.72          1
                                       7.875            988.63         90
                                       7.625            988.63
    JACKSONVILLE     FL   32221          5            09/16/02         01
    0434746541                           03           11/01/02         30
    3252002564A                          O            10/01/32
    0


    8128109          N67/U56             F          146,300.00         ZZ
                                         360        146,082.18          1
                                       7.500          1,022.95         95
                                       7.250          1,022.95
    ATLANTA          GA   30316          1            09/13/02         01
    0434746566                           05           11/01/02         35
    3252002677A                          O            10/01/32
    0


    8128113          N67/U56             F           57,600.00         ZZ
                                         360         57,522.44          1
                                       8.000            422.65         80
                                       7.750            422.65
    JACKSONVILLE     FL   32209          5            09/13/02         00
    0434746608                           05           11/01/02          0
    3252002873A                          N            10/01/32
    0


1


    8128115          N67/U56             F          142,500.00         ZZ
                                         360        142,312.93          1
                                       8.125          1,058.06         95
                                       7.875          1,058.06
    STONE MOUNTAIN   GA   30087          1            09/16/02         01
    0434746624                           05           11/01/02         35
    3252002903A                          O            10/01/32
    0


    8128121          N67/U56             F          162,350.00         ZZ
                                         360        162,152.60          1
                                       8.500          1,248.33         95
                                       8.250          1,248.33
    LAKE LURE        NC   28746          1            09/12/02         10
    0434746673                           05           11/01/02         35
    3252002997A                          O            10/01/32
    0


    8128125          N67/U56             F          123,400.00         ZZ
                                         360        123,242.09          1
                                       8.250            927.06         95
                                       8.000            927.06
    CAPE CORAL       FL   33990          1            09/16/02         01
    0434746715                           05           11/01/02         35
    3252003023A                          O            10/01/32
    0


    8128129          N67/U56             F          175,000.00         ZZ
                                         360        174,787.21          4
                                       8.500          1,345.60         69
                                       8.250          1,345.60
    KISSIMMEE        FL   34743          5            09/16/02         00
    0434746764                           05           11/01/02          0
    3252003059A                          N            10/01/32
    0


    8128131          N67/U56             F          127,900.00         ZZ
                                         360        127,714.27          1
                                       7.625            905.27         79
                                       7.375            905.27
    CORNELIUS        NC   28031          1            09/20/02         00
    0434746780                           03           11/01/02          0
    3252003069A                          O            10/01/32
    0


    8128133          N67/U56             F          164,000.00         ZZ
                                         360        163,773.54          1
                                       7.875          1,189.11         85
                                       7.625          1,189.11
1


    CLOVER           SC   29710          5            09/13/02         01
    0434746806                           05           11/01/02         30
    3252003073A                          O            10/01/32
    0


    8128137          N67/U56             F          198,700.00         ZZ
                                         360        198,396.69          1
                                       7.375          1,372.37         75
                                       7.125          1,372.37
    GAINESVILLE      GA   30506          2            09/16/02         00
    0434746855                           05           11/01/02          0
    3252003076A                          O            10/01/32
    0


    8128139          N67/U56             F          118,200.00         ZZ
                                         360        118,052.54          1
                                       8.375            898.41         94
                                       8.125            898.41
    ATLANTA          GA   30328          2            09/09/02         01
    0434746871                           01           11/01/02         35
    3252003077A                          O            10/01/32
    0


    8128141          N67/U56             F          129,000.00         ZZ
                                         360        128,834.93          1
                                       8.250            969.13         95
                                       8.000            969.13
    KANNAPOLIS       NC   28081          1            09/18/02         10
    0434746897                           05           11/01/02         35
    3252003078A                          O            10/01/32
    0


    8128143          N67/U56             F          120,150.00         ZZ
                                         360        119,996.23          1
                                       8.250            902.65         95
                                       8.000            902.65
    CHARLOTTE        NC   28214          1            09/20/02         10
    0434746905                           03           11/01/02         35
    3252003112A                          O            10/01/32
    0


    8128147          N67/U56             F          137,250.00         ZZ
                                         360        137,078.79          1
                                       8.375          1,043.20         95
                                       8.125          1,043.20
    GASTONIA         NC   28054          1            09/20/02         12
    0434746954                           05           11/01/02         35
    3252003137A                          O            10/01/32
    0
1




    8128149          N67/U56             F          103,900.00         ZZ
                                         360        103,770.38          1
                                       8.375            789.72         95
                                       8.125            789.72
    KERNERSVILLE     NC   27284          1            09/13/02         10
    0434746970                           05           11/01/02         35
    3252003143A                          O            10/01/32
    0


    8128151          N67/U56             F           70,000.00         ZZ
                                         360         69,912.68          1
                                       8.375            532.05         73
                                       8.125            532.05
    HENDERSONVILLE   NC   28739          5            09/09/02         00
    0434746996                           05           11/01/02          0
    3252003152A                          O            10/01/32
    0


    8128155          N67/U56             F          223,150.00         ZZ
                                         360        222,871.63          1
                                       8.375          1,696.10         95
                                       8.125          1,696.10
    WILLOW STREET    PA   17584          1            09/16/02         12
    0434747036                           05           11/01/02         35
    3252003172A                          O            10/01/32
    0


    8128157          N67/U56             F          141,750.00         ZZ
                                         360        141,544.15          1
                                       7.625          1,003.30         95
                                       7.375          1,003.30
    PALM BAY         FL   32909          1            09/19/02         01
    0434747051                           05           11/01/02         35
    3252003191A                          O            10/01/32
    0


    8128159          N67/U56             F           52,000.00         T
                                         360         51,929.98          1
                                       8.000            381.56         79
                                       7.750            381.56
    ROCK HILL        SC   29730          5            09/16/02         00
    0434747077                           05           11/01/02          0
    3252003206A                          O            10/01/32
    0


    8128163          N67/U56             F          154,350.00         ZZ
                                         360        154,102.41          1
1


                                       7.125          1,039.88         95
                                       6.875          1,039.88
    MELBOURNE        FL   32940          1            09/20/02         12
    0434751558                           03           11/01/02         35
    3252003301A                          O            10/01/32
    0


    8128165          N67/U56             F          150,000.00         ZZ
                                         360        149,822.26          1
                                       8.625          1,166.68         75
                                       8.375          1,166.68
    ALLARDT          TN   38556          5            09/13/02         00
    0434747135                           05           11/01/02          0
    3254000679A                          O            10/01/32
    0


    8128167          N67/U56             F          108,750.00         ZZ
                                         360        108,603.57          1
                                       8.000            797.97         75
                                       7.750            797.97
    LAKE WORTH       FL   33461          5            09/13/02         00
    0434747176                           05           11/01/02          0
    3254001361A                          N            10/01/32
    0


    8128169          N67/U56             F           90,250.00         ZZ
                                         360         90,143.04          1
                                       8.625            701.96         95
                                       8.375            701.96
    WINTER HAVEN     FL   33884          1            09/17/02         12
    0434747192                           05           11/01/02         35
    3254001405A                          O            10/01/32
    0


    8128173          N67/U56             F          105,600.00         ZZ
                                         360        105,461.37          1
                                       8.125            784.08         80
                                       7.875            784.08
    CITRUS SPRINGS   FL   34433          1            09/13/02         00
    0434747242                           05           11/01/02          0
    3254001501A                          O            10/01/32
    0


    8128177          N67/U56             F          171,000.00         ZZ
                                         360        170,769.76          1
                                       8.000          1,254.74         95
                                       7.750          1,254.74
    TAMPA            FL   33615          1            09/19/02         01
    0434747317                           05           11/01/02         35
1


    3254001639A                          O            10/01/32
    0


    8128187          N67/U56             F          122,050.00         ZZ
                                         360        121,863.69          1
                                       7.375            842.97         95
                                       7.125            842.97
    RICHMOND         VA   23294          1            09/18/02         01
    0434747408                           03           11/01/02         35
    3254001808A                          O            10/01/32
    0


    8128197          N67/U56             F          512,000.00         ZZ
                                         360        511,137.24          1
                                       6.875          3,363.48         79
                                       6.625          3,363.48
    SAVANNAH         GA   31411          2            09/11/02         00
    0434747499                           03           11/01/02          0
    3254001916A                          O            10/01/32
    0


    8128199          N67/U56             F          144,000.00         ZZ
                                         360        143,774.66          1
                                       7.250            982.33         90
                                       7.000            982.33
    STONE MOUNTAIN   GA   30083          5            09/09/02         01
    0434747523                           05           11/01/02         30
    3254001928A                          O            10/01/32
    0


    8128201          N67/U56             F           93,000.00         ZZ
                                         360         92,861.53          1
                                       7.500            650.27         80
                                       7.250            650.27
    WEST PALM BEACH  FL   33415          2            09/12/02         00
    0434747549                           03           11/01/02          0
    3254001967A                          O            10/01/32
    0


    8128203          N67/U56             F           60,000.00         ZZ
                                         360         59,879.17          1
                                       7.250            409.31         71
                                       7.000            409.31
    COLUMBIA         SC   29210          2            09/09/02         00
    0434747572                           05           11/01/02          0
    3254001972A                          O            10/01/32
    0


1


    8128205          N67/U56             F          213,750.00         ZZ
                                         360        213,448.07          1
                                       7.875          1,549.84         95
                                       7.625          1,549.84
    WESTON           FL   33331          1            09/20/02         01
    0434747598                           03           11/01/02         35
    3254001975A                          O            10/01/32
    0


    8128207          N67/U56             F          270,000.00         ZZ
                                         360        269,545.04          1
                                       6.875          1,773.71         79
                                       6.625          1,773.71
    LAKE WORTH       FL   33467          5            09/12/02         00
    0434747614                           03           11/01/02          0
    3254001985A                          O            10/01/32
    0


    8128209          N67/U56             F          122,550.00         ZZ
                                         360        122,380.77          1
                                       7.875            888.57         95
                                       7.625            888.57
    DALLAS           GA   30157          1            09/20/02         12
    0434747622                           05           11/01/02         35
    3254002020A                          O            10/01/32
    0


    8128213          N67/U56             F          120,800.00         ZZ
                                         360        120,633.19          1
                                       7.875            875.88         95
                                       7.625            875.88
    NORCROSS         GA   30071          1            09/20/02         01
    0434747689                           05           11/01/02         35
    3254002065A                          O            10/01/32
    0


    8128215          N67/U56             F           89,100.00         ZZ
                                         360         88,973.83          1
                                       7.750            638.32         90
                                       7.500            638.32
    MIAMI            FL   33169          1            09/19/02         01
    0434747697                           05           11/01/02         30
    3254002066A                          O            10/01/32
    0


    8128217          N67/U56             F           71,250.00         ZZ
                                         360         71,149.11          1
                                       7.750            510.44         95
                                       7.500            510.44
1


    HOLIDAY          FL   34690          1            09/17/02         12
    0434747713                           05           11/01/02         35
    3254002095A                          O            10/01/32
    0


    8128219          N67/U56             F          133,000.00         ZZ
                                         360        132,825.41          1
                                       8.125            987.52         95
                                       7.875            987.52
    TAMARAC          FL   33321          1            09/13/02         10
    0434747739                           03           11/01/02         35
    3254002136A                          O            10/01/32
    0


    8128221          N67/U56             F          120,618.00         ZZ
                                         360        120,459.65          1
                                       8.125            895.59         80
                                       7.875            895.59
    TAMPA            FL   33647          1            09/13/02         00
    0434747754                           03           11/01/02          0
    3254002160A                          O            10/01/32
    0


    8128223          N67/U56             F          118,150.00         ZZ
                                         360        117,957.68          1
                                       7.500            826.12         95
                                       7.250            826.12
    LILBURN          GA   30047          1            09/18/02         10
    0434747796                           05           11/01/02         35
    3254002166A                          O            10/01/32
    0


    8128225          N67/U56             F          113,900.00         ZZ
                                         360        113,757.92          1
                                       8.375            865.72         95
                                       8.125            865.72
    HENDERSONVILLE   TN   37075          1            09/17/02         12
    0434747812                           05           11/01/02         35
    3254002170A                          O            10/01/32
    0


    8128235          N67/U56             F           71,700.00         ZZ
                                         360         71,593.24          1
                                       7.500            501.34         95
                                       7.250            501.34
    NEW PORT RICHEY  FL   34652          1            09/18/02         01
    0434747945                           05           11/01/02         35
    3254002204A                          O            10/01/32
    0
1




    8128237          N67/U56             F           82,400.00         ZZ
                                         360         82,257.72          1
                                       6.750            534.44         79
                                       6.500            534.44
    NASHVILLE        TN   37211          5            09/13/02         00
    0434747978                           03           11/01/02          0
    3254002212A                          O            10/01/32
    0


    8128239          N67/U56             F           79,800.00         ZZ
                                         360         79,684.12          1
                                       7.625            564.82         95
                                       7.375            564.82
    PORT RICHEY      FL   34668          1            09/19/02         01
    0434748000                           05           11/01/02         35
    3254002262A                          O            10/01/32
    0


    8128241          N67/U56             F           88,050.00         ZZ
                                         360         87,925.31          1
                                       7.750            630.80         95
                                       7.500            630.80
    POMPANO BEACH    FL   33068          1            09/20/02         01
    0434748034                           05           11/01/02         35
    3254002328A                          O            10/01/32
    0


    8128243          N67/U56             F          121,100.00         ZZ
                                         360        120,015.38          1
                                       9.125            985.31         95
                                       8.875            985.31
    TAMPA            FL   33625          1            05/16/02         10
    0434753042                           05           07/01/02         35
    3255002764A                          O            06/01/32
    0


    8128245          N67/U56             F          108,250.00         ZZ
                                         360        107,859.57          1
                                       8.625            841.96         95
                                       8.375            841.96
    THE WOODLANDS    TX   77382          1            05/24/02         10
    0434753109                           03           07/01/02         35
    3255002796A                          O            06/01/32
    0


    8128247          N67/U56             F           58,425.00         ZZ
                                         360         58,250.05          1
1


                                       8.625            454.42         95
                                       8.375            454.42
    KISSIMMEE        FL   34758          1            06/10/02         10
    0434753141                           03           08/01/02         35
    3255002809A                          O            07/01/32
    0


    8128249          N67/U56             F           98,000.00         ZZ
                                         360         97,811.24          1
                                       8.250            736.24         90
                                       8.000            736.24
    PHOENIX          AZ   85019          5            08/08/02         10
    0434748075                           05           10/01/02         30
    3255002818A                          O            09/01/32
    0


    8128251          N67/U56             F          272,749.00         ZZ
                                         360        272,097.92          1
                                       8.625          2,121.41         95
                                       8.375          2,121.41
    UPPER MARLBORO   MD   20772          1            07/30/02         10
    0434753224                           03           09/01/02         35
    3255002856A                          O            08/01/32
    0


    8128255          N67/U56             F          450,000.00         ZZ
                                         360        449,176.36          1
                                       8.500          3,460.11         90
                                       8.250          3,460.11
    LOS ANGELES      CA   90042          1            08/23/02         10
    0434748117                           05           10/01/02         30
    3255003004A                          O            09/01/32
    0


    8128257          N67/U56             F          600,000.00         ZZ
                                         360        598,202.08          1
                                       7.500          4,195.29         80
                                       7.250          4,195.29
    RALEIGH          NC   27615          5            07/31/02         00
    0434748133                           05           09/01/02          0
    3255003038A                          O            08/01/32
    0


    8128259          N67/U56             F          134,950.00         ZZ
                                         360        134,676.53          1
                                       8.000            990.22         90
                                       7.750            990.22
    LIBERTY HILL     TX   78642          1            08/20/02         01
    0434748158                           05           10/01/02         30
1


    3255003087A                          O            09/01/32
    0


    8128261          N67/U56             F          125,400.00         ZZ
                                         360        125,152.25          1
                                       8.125            931.09         95
                                       7.875            931.09
    HESPERIA         CA   92345          1            08/06/02         10
    0434748174                           05           10/01/02         35
    3255003090A                          O            09/01/32
    0


    8128263          N67/U56             F          116,850.00         ZZ
                                         360        116,636.12          1
                                       8.500            898.48         95
                                       8.250            898.48
    WARRENSVILLE     OH   44128          1            08/22/02         01
    0434748190                           05           10/01/02         35
    3255003120A                          O            09/01/32
    0


    8128265          N67/U56             F          531,750.00         ZZ
                                         360        530,558.69          1
                                       7.500          3,718.07         75
                                       7.250          3,718.07
    ORLANDO          FL   32801          1            08/29/02         00
    0434748216                           05           10/01/02          0
    3255003123A                          O            09/01/32
    0


    8128267          N67/U56             F          134,400.00         ZZ
                                         360        134,127.65          1
                                       8.000            986.18         80
                                       7.750            986.18
    WINTER PARK      FL   32789          5            08/28/02         00
    0434748232                           05           10/01/02          0
    3255003135A                          O            09/01/32
    0


    8128269          N67/U56             F          123,950.00         ZZ
                                         360        123,698.83          1
                                       8.000            909.50         95
                                       7.750            909.50
    GROVELAND        FL   34736          1            08/30/02         10
    0434748257                           05           10/01/02         35
    3255003154A                          O            09/01/32
    0


1


    8128271          N67/U56             F           99,000.00         ZZ
                                         360         98,804.37          1
                                       8.125            735.08         90
                                       7.875            735.08
    MULBERRY         FL   33860          5            08/29/02         10
    0434748281                           05           10/01/02         30
    3255003159A                          O            09/01/32
    0


    8128275          N67/U56             F          166,250.00         ZZ
                                         360        166,031.76          1
                                       8.125          1,234.40         95
                                       7.875          1,234.40
    ROCKY HILL       CT   06067          1            09/06/02         10
    0434748349                           05           11/01/02         35
    3255003180A                          O            10/01/32
    0


    8128277          N67/U56             F           93,100.00         ZZ
                                         360         92,980.85          1
                                       8.250            699.43         95
                                       8.000            699.43
    KNOXVILLE        TN   37924          1            09/06/02         10
    0434748372                           05           11/01/02         35
    3255003193A                          O            10/01/32
    0


    8128279          N67/U56             F          161,400.00         ZZ
                                         360        161,193.47          1
                                       8.250          1,212.54         95
                                       8.000          1,212.54
    PLAINFIELD       IL   60544          1            09/20/02         01
    0434748406                           03           11/01/02         35
    3261001117A                          O            10/01/32
    0


    8128281          N67/U56             F           61,200.00         ZZ
                                         180         61,129.32          1
                                       8.750            481.46         90
                                       8.500            481.46
    CHICAGO          IL   60617          5            09/16/02         01
    0434748422                           05           11/01/02         30
    3261001456A                          O            10/01/17
    0


    8128285          N67/U56             F          152,000.00         ZZ
                                         360        151,819.87          1
                                       8.625          1,182.24         95
                                       8.375          1,182.24
1


    MASTIC           NY   11950          1            09/13/02         01
    0434748448                           05           11/01/02         35
    3261001536A                          O            10/01/32
    0


    8128291          N67/U56             F          460,000.00         ZZ
                                         180        459,411.32          1
                                       8.250          3,455.83         69
                                       8.000          3,455.83
    WYCKOFF          NJ   07481          5            09/16/02         00
    0434748513                           05           11/01/02          0
    3261001606A                          O            10/01/17
    0


    8128307          N67/U56             F          267,900.00         ZZ
                                         180        267,557.17          1
                                       8.250          2,012.64         95
                                       8.000          2,012.64
    CHICAGO          IL   60634          1            09/16/02         01
    0434748661                           05           11/01/02         35
    3261001816A                          O            10/01/17
    0


    8128311          N67/U56             F          114,000.00         ZZ
                                         180        113,861.39          1
                                       8.500            876.56         95
                                       8.250            876.56
    WAUKEGAN         IL   60085          1            09/18/02         12
    0434748711                           05           11/01/02         35
    3261001828A                          O            10/01/17
    0


    8128321          N67/U56             F           97,300.00         ZZ
                                         360         97,163.97          1
                                       8.000            713.95         90
                                       7.750            713.95
    NAPANOCH         NY   12458          1            09/17/02         01
    0434748836                           05           11/01/02         30
    3261001898A                          O            10/01/32
    0


    8128323          N67/U56             F          435,000.00         ZZ
                                         360        434,457.37          1
                                       8.375          3,306.31         75
                                       8.125          3,306.31
    FLUSHING         NY   11358          1            09/13/02         00
    0434748851                           05           11/01/02          0
    3261001913A                          O            10/01/32
    0
1




    8128327          N67/U56             F          142,500.00         ZZ
                                         360        142,312.93          1
                                       8.125          1,058.06         95
                                       7.875          1,058.06
    BLUFFTON         SC   29910          1            09/20/02         12
    0434753810                           05           11/01/02         35
    3261001939A                          O            10/01/32
    0


    8128329          N67/U56             F           96,750.00         ZZ
                                         360         96,635.35          1
                                       8.625            752.51         75
                                       8.375            752.51
    SPRING GROVE     IL   60081          5            09/14/02         00
    0434748901                           05           11/01/02          0
    3261001944A                          O            10/01/32
    0


    8128331          N67/U56             F          147,250.00         ZZ
                                         360        147,025.22          1
                                       7.375          1,017.02         95
                                       7.125          1,017.02
    AURORA           IL   60504          1            09/13/02         12
    0434748927                           05           11/01/02         35
    3261001955A                          O            10/01/32
    0


    8128333          N67/U56             F          136,325.00         ZZ
                                         180        136,154.93          1
                                       8.375          1,036.17         95
                                       8.125          1,036.17
    JOLIET           IL   60431          1            09/13/02         01
    0434748943                           05           11/01/02         35
    3261001957A                          O            10/01/17
    0


    8128337          N67/U56             F          189,900.00         ZZ
                                         180        189,631.07          1
                                       7.750          1,360.47         90
                                       7.500          1,360.47
    BAYONNE          NJ   07002          1            09/17/02         01
    0434748976                           05           11/01/02         30
    3261001982A                          O            10/01/17
    0


    8128341          N67/U56             F          173,375.00         ZZ
                                         180        173,141.57          1
1


                                       8.000          1,272.16         95
                                       7.750          1,272.16
    HANOVER PARK     IL   60133          1            09/20/02         01
    0434749024                           05           11/01/02         35
    3261002017A                          O            10/01/17
    0


    8128343          N67/U56             F           57,950.00         ZZ
                                         360         57,877.71          1
                                       8.375            440.46         95
                                       8.125            440.46
    BREMEN           IN   46506          1            09/18/02         01
    0434749040                           05           11/01/02         35
    3262001428A                          O            10/01/32
    0


    8128345          N67/U56             F          230,750.00         ZZ
                                         360        230,462.14          1
                                       8.375          1,753.87         90
                                       8.125          1,753.87
    CROWN POINT      IN   46307          1            09/17/02         12
    0434749073                           05           11/01/02         30
    3262001431A                          O            10/01/32
    0


    8128347          N67/U56             F           89,750.00         ZZ
                                         360         89,635.15          1
                                       8.250            674.26         95
                                       8.000            674.26
    ELKHART          IN   46514          1            09/13/02         01
    0434749099                           05           11/01/02         35
    3262001909A                          O            10/01/32
    0


    8128357          N67/U56             F          126,000.00         ZZ
                                         180        125,885.04          1
                                       9.875          1,094.12         90
                                       9.625          1,094.12
    BELLWOOD         IL   60104          1            09/18/02         10
    0434749206                           05           11/01/02         30
    3262002342A                          O            10/01/17
    0


    8128359          N67/U56             F          123,400.00         ZZ
                                         360        123,238.01          1
                                       8.125            916.24         95
                                       7.875            916.24
    VERNON HILLS     IL   60061          1            09/20/02         01
    0434749248                           01           11/01/02         35
1


    3262002348A                          O            10/01/32
    0


    8128363          N67/U56             F           88,350.00         ZZ
                                         180         88,236.95          1
                                       8.250            663.74         95
                                       8.000            663.74
    LYNWOOD          IL   60411          1            09/12/02         01
    0434749297                           05           11/01/02         35
    3262002447A                          O            10/01/17
    0


    8128367          N67/U56             F           89,000.00         ZZ
                                         360         88,886.10          1
                                       8.250            668.63         90
                                       8.000            668.63
    MOUNT GILEAD     OH   43338          5            09/11/02         01
    0434749339                           05           11/01/02         30
    3262002457A                          O            10/01/32
    0


    8128369          N67/U56             F          166,150.00         ZZ
                                         180        165,926.29          1
                                       8.000          1,219.15         95
                                       7.750          1,219.15
    AURORA           IL   60504          1            09/16/02         12
    0434749354                           05           11/01/02         35
    3262002500A                          O            10/01/17
    0


    8128371          N67/U56             F           97,350.00         ZZ
                                         360         97,231.62          1
                                       8.500            748.54         95
                                       8.250            748.54
    AURORA           IL   60505          1            09/18/02         01
    0434749396                           05           11/01/02         35
    3262002508A                          O            10/01/32
    0


    8128379          N67/U56             F          189,050.00         ZZ
                                         360        188,808.07          1
                                       8.250          1,420.27         95
                                       8.000          1,420.27
    WHITE LAKE       MI   48386          1            09/16/02         01
    0434749495                           05           11/01/02         35
    3262002531A                          O            10/01/32
    0


1


    8128381          N67/U56             F          187,200.00         ZZ
                                         360        186,966.47          1
                                       8.375          1,422.86         90
                                       8.125          1,422.86
    CHESTERFIELD TO  MI   48047          5            09/13/02         10
    0434749529                           05           11/01/02         30
    3262002538A                          O            10/01/32
    0


    8128385          N67/U56             F          160,550.00         ZZ
                                         180        160,349.72          1
                                       8.375          1,220.30         95
                                       8.125          1,220.30
    STREAMWOOD       IL   60107          1            09/19/02         12
    0434749545                           05           11/01/02         35
    3262002559A                          O            10/01/17
    0


    8128387          N67/U56             F          140,650.00         ZZ
                                         360        140,474.55          1
                                       8.375          1,069.04         95
                                       8.125          1,069.04
    LIVONIA          MI   48152          1            09/13/02         01
    0434749560                           05           11/01/02         35
    3262002560A                          O            10/01/32
    0


    8128389          N67/U56             F          171,000.00         ZZ
                                         180        170,738.98          1
                                       7.375          1,181.05         80
                                       7.125          1,181.05
    BERWYN           IL   60402          5            09/13/02         00
    0434749586                           05           11/01/02          0
    3262002566A                          O            10/01/17
    0


    8128391          N67/U56             F          111,150.00         ZZ
                                         360        111,011.34          1
                                       8.375            844.82         95
                                       8.125            844.82
    CHICAGO          IL   60628          1            09/13/02         01
    0434749610                           05           11/01/02         35
    3262002567A                          O            10/01/32
    0


    8128401          N67/U56             F          168,000.00         ZZ
                                         360        167,716.91          1
                                       6.875          1,103.64         72
                                       6.625          1,103.64
1


    WEST BLOOMFIELD  MI   48322          5            09/11/02         00
    0434749743                           05           11/01/02          0
    3262002670A                          O            10/01/32
    0


    8128403          N67/U56             F          107,100.00         ZZ
                                         360        106,969.78          1
                                       8.500            823.51         90
                                       8.250            823.51
    BLOOMINGTON      IN   47401          1            09/18/02         01
    0434749784                           01           11/01/02         30
    3262002674A                          O            10/01/32
    0


    8128405          N67/U56             F          355,000.00         ZZ
                                         360        354,568.36          2
                                       8.500          2,729.64         95
                                       8.250          2,729.64
    CHICAGO          IL   60639          1            09/17/02         10
    0434749800                           05           11/01/02         35
    3262002699A                          O            10/01/32
    0


    8128407          N67/U56             F          190,000.00         ZZ
                                         360        189,662.63          1
                                       8.375          1,444.14         80
                                       8.125          1,444.14
    GROVE CITY       OH   43123          5            09/09/02         00
    0434749834                           05           11/01/02          0
    3262002704A                          O            10/01/32
    0


    8128409          N67/U56             F           49,400.00         ZZ
                                         360         49,336.78          1
                                       8.250            371.13         95
                                       8.000            371.13
    GARY             IN   46409          1            09/20/02         01
    0434749859                           05           11/01/02         35
    3262002710A                          O            10/01/32
    0


    8128413          N67/U56             F          190,000.00         ZZ
                                         180        189,786.17          2
                                       8.875          1,511.73         95
                                       8.625          1,511.73
    CHICAGO          IL   60651          1            09/19/02         01
    0434749917                           05           11/01/02         35
    3262002767A                          O            10/01/17
    0
1




    8128415          N67/U56             F          148,200.00         ZZ
                                         180        147,990.14          1
                                       7.750          1,061.72         95
                                       7.500          1,061.72
    CHICAGO          IL   60629          1            09/16/02         10
    0434749958                           05           11/01/02         35
    3262002774A                          O            10/01/17
    0


    8128417          N67/U56             F           92,700.00         ZZ
                                         360         92,568.73          1
                                       7.750            664.11         90
                                       7.500            664.11
    HAMMOND          IN   46327          1            09/16/02         01
    0434749974                           05           11/01/02         30
    3262002779A                          O            10/01/32
    0


    8128419          N67/U56             F          178,000.00         ZZ
                                         180        177,766.35          1
                                       8.125          1,321.64         70
                                       7.875          1,321.64
    CHICAGO          IL   60641          5            09/12/02         00
    0434750006                           05           11/01/02          0
    3262002786A                          O            10/01/17
    0


    8128421          N67/U56             F          429,800.00         ZZ
                                         360        429,235.80          1
                                       8.125          3,191.25         90
                                       7.875          3,191.25
    GLENVIEW         IL   60025          1            09/18/02         01
    0434750022                           03           11/01/02         30
    3262002807A                          O            10/01/32
    0


    8128425          N67/U56             F          452,000.00         ZZ
                                         360        451,406.65          1
                                       8.125          3,356.09         80
                                       7.875          3,356.09
    CHICAGO          IL   60616          1            09/19/02         00
    0434750097                           01           11/01/02          0
    3262002822A                          O            10/01/32
    0


    8128429          N67/U56             F          400,000.00         ZZ
                                         360        399,389.39          1
1


                                       7.375          2,762.70         80
                                       7.125          2,762.70
    PALATINE         IL   60067          1            09/19/02         00
    0434750139                           05           11/01/02          0
    3262002845A                          O            10/01/32
    0


    8128431          N67/U56             F          213,750.00         ZZ
                                         360        213,454.82          1
                                       7.875          1,549.84         95
                                       7.625          1,549.84
    CHAGRIN FALLS    OH   44023          1            09/18/02         01
    0434750154                           05           11/01/02         35
    3262002888A                          O            10/01/32
    0


    8128433          N67/U56             F          108,750.00         ZZ
                                         360        108,599.83          1
                                       7.875            788.51         95
                                       7.625            788.51
    CHICAGO          IL   60652          1            09/20/02         12
    0434750170                           05           11/01/02         35
    3262002921A                          O            10/01/32
    0


    8128435          N67/U56             F          287,750.00         ZZ
                                         360        287,332.14          1
                                       7.625          2,036.68         95
                                       7.375          2,036.68
    GREEN OAK        MI   48178          1            09/19/02         12
    0434750204                           05           11/01/02         35
    3262002922A                          O            10/01/32
    0


    8128451          N67/U56             F          298,000.00         ZZ
                                         180        297,518.68          1
                                       7.750          2,134.91         94
                                       7.500          2,134.91
    WESTFIELD        NJ   07090          1            09/17/02         01
    0434750410                           05           11/01/02         35
    3264001112A                          O            10/01/17
    0


    8128457          N67/U56             F          180,500.00         ZZ
                                         180        180,280.53          1
                                       8.500          1,387.89         95
                                       8.250          1,387.89
    JERSEY CITY      NJ   07305          1            09/13/02         01
    0434750543                           05           11/01/02         35
1


    3264001203A                          O            10/01/17
    0


    8128461          N67/U56             F          104,500.00         ZZ
                                         360        104,369.63          1
                                       8.375            794.28         95
                                       8.125            794.28
    EGG HARBOR CITY  NJ   08215          1            09/13/02         12
    0434750634                           05           11/01/02         35
    3264001239A                          O            10/01/32
    0


    8128465          N67/U56             F          216,000.00         ZZ
                                         360        215,709.17          1
                                       8.000          1,584.93         90
                                       7.750          1,584.93
    SOUDERTON        PA   18964          5            09/16/02         12
    0434750683                           05           11/01/02         30
    3264001252A                          O            10/01/32
    0


    8128471          N67/U56             F           80,750.00         ZZ
                                         360         80,643.99          1
                                       8.125            599.57         95
                                       7.875            599.57
    PHILADELPHIA     PA   19111          1            09/19/02         01
    0434750808                           05           11/01/02         35
    3264001271A                          O            10/01/32
    0


    8128473          N67/U56             F          260,000.00         ZZ
                                         180        259,612.87          2
                                       7.500          1,817.96         80
                                       7.250          1,817.96
    CARTERET         NJ   07008          1            09/16/02         00
    0434750824                           05           11/01/02          0
    3264001300A                          O            10/01/17
    0


    8128475          N67/U56             F          142,405.00         ZZ
                                         180        142,227.36          2
                                       8.375          1,082.38         95
                                       8.125          1,082.38
    CHICAGO          IL   60632          1            09/04/02         01
    0434750857                           05           11/01/02         35
    3265002998A                          O            10/01/17
    0


1


    8128477          N67/U56             F          133,000.00         ZZ
                                         360        132,750.25          1
                                       8.375          1,010.90         95
                                       8.125          1,010.90
    CHICAGO          IL   60617          1            08/02/02         01
    0434750907                           05           10/01/02         35
    3265003183A                          O            09/01/32
    0


    8128479          N67/U56             F          266,000.00         ZZ
                                         180        265,487.63          1
                                       8.250          1,998.37         85
                                       8.000          1,998.37
    CHICAGO          IL   60607          2            08/06/02         01
    0434750956                           01           10/01/02         25
    3265003193A                          O            09/01/17
    0


    8128481          N67/U56             F          133,000.00         ZZ
                                         180        132,768.76          2
                                       8.750          1,046.31         95
                                       8.500          1,046.31
    CHICAGO          IL   60636          1            08/16/02         01
    0434750980                           05           10/01/02         35
    3265003194A                          O            09/01/17
    0


    8128487          N67/U56             F           65,000.00         ZZ
                                         180         64,877.94          1
                                       8.375            494.05         31
                                       8.125            494.05
    BERWYN           IL   60402          1            08/23/02         00
    0434751129                           05           10/01/02          0
    3265003214A                          O            09/01/17
    0


    8128489          N67/U56             F          154,000.00         ZZ
                                         360        153,695.73          1
                                       8.125          1,143.45         75
                                       7.875          1,143.45
    MILAN            MI   48160          5            08/14/02         00
    0434751152                           05           10/01/02          0
    3265003218A                          O            09/01/32
    0


    8128491          N67/U56             F          237,500.00         ZZ
                                         360        237,030.76          1
                                       8.125          1,763.43         95
                                       7.875          1,763.43
1


    NORWOOD PARK     IL   60656          1            08/30/02         01
    0434751194                           05           10/01/02         35
    3265003224A                          O            09/01/32
    0


    8128497          N67/U56             F           93,100.00         ZZ
                                         180         92,920.23          1
                                       8.250            699.43         94
                                       8.000            699.43
    FT. MYERS        FL   33912          1            08/27/02         01
    0434751277                           05           10/01/02         35
    3265003259A                          O            09/01/17
    0


    8128499          N67/U56             F          171,000.00         ZZ
                                         360        170,786.70          1
                                       8.375          1,299.72         95
                                       8.125          1,299.72
    AURORA           IL   60504          1            09/05/02         01
    0434751293                           05           11/01/02         35
    3265003263A                          O            10/01/32
    0


    8128503          N67/U56             F          187,150.00         ZZ
                                         180        186,807.45          1
                                       8.500          1,439.02         95
                                       8.250          1,439.02
    CHICAGO          IL   60638          1            09/04/02         01
    0434751368                           05           10/01/02         35
    3265003287A                          O            09/01/17
    0


    8128507          N67/U56             F          350,500.00         ZZ
                                         360        350,028.09          2
                                       8.000          2,571.84         95
                                       7.750          2,571.84
    CHICAGO          IL   60641          1            09/06/02         01
    0434751418                           05           11/01/02         35
    3265003296A                          O            10/01/32
    0


    8128509          N67/U56             F          251,650.00         ZZ
                                         180        251,165.27          1
                                       8.250          1,890.56         95
                                       8.000          1,890.56
    SCHILLER PARK    IL   60176          1            09/04/02         01
    0434751467                           05           10/01/02         35
    3265003302A                          O            09/01/17
    0
1




    8128511          N67/U56             F          152,000.00         ZZ
                                         360        151,800.46          1
                                       8.125          1,128.60         95
                                       7.875          1,128.60
    BOLINGBROOK      IL   60440          1            09/06/02         01
    0434751509                           05           11/01/02         35
    3265003313A                          O            10/01/32
    0


    8128513          N67/U56             F          216,500.00         ZZ
                                         180        216,222.95          1
                                       8.250          1,626.49         85
                                       8.000          1,626.49
    DARIEN           IL   60561          1            09/06/02         01
    0434751541                           05           11/01/02         25
    3265003315A                          O            10/01/17
    0


    8128517          N67/U56             F          351,500.00         ZZ
                                         360        351,072.61          2
                                       8.500          2,702.73         95
                                       8.250          2,702.73
    ROSEDALE         NY   11422          1            09/13/02         01
    0434751616                           05           11/01/02         35
    3274000914A                          O            10/01/32
    0


    8128525          N67/U56             F          154,850.00         ZZ
                                         360        154,666.49          2
                                       8.625          1,204.41         95
                                       8.375          1,204.41
    BRIDGEPORT       CT   06610          1            09/16/02         01
    0434751723                           05           11/01/02         35
    3274003111A                          O            10/01/32
    0


    8128527          N67/U56             F          185,500.00         ZZ
                                         360        185,274.46          1
                                       8.500          1,426.33         70
                                       8.250          1,426.33
    BROOKLYN         NY   11203          5            09/10/02         00
    0434751756                           05           11/01/02          0
    3274003151A                          O            10/01/32
    0


    8128535          N67/U56             F          150,000.00         ZZ
                                         360        149,792.88          3
1


                                       7.875          1,087.60         45
                                       7.625          1,087.60
    BOSTON           MA   02119          5            09/11/02         00
    0434751871                           05           11/01/02          0
    3274003336A                          O            10/01/32
    0


    8128539          N67/U56             F          175,150.00         ZZ
                                         360        174,920.09          1
                                       8.125          1,300.48         95
                                       7.875          1,300.48
    STATEN ISLAND    NY   10314          1            09/20/02         01
    0434751939                           05           11/01/02         35
    3274003359A                          O            10/01/32
    0


    8128541          N67/U56             F          225,600.00         ZZ
                                         360        225,318.58          1
                                       8.375          1,714.72         95
                                       8.125          1,714.72
    LOWELL           MA   01850          1            09/17/02         01
    0434751954                           05           11/01/02         35
    3274003394A                          O            10/01/32
    0


    8128545          N67/U56             F          106,400.00         ZZ
                                         360        106,270.64          1
                                       8.500            818.12         95
                                       8.250            818.12
    OAKDALE          CT   06370          1            09/19/02         01
    0434752002                           05           11/01/02         35
    3274003528A                          O            10/01/32
    0


    8128557          N67/U56             F          168,150.00         ZZ
                                         360        167,903.45          1
                                       8.500          1,292.93         95
                                       8.250          1,292.93
    WEST SPRINGFIEL  MA   01089          1            09/12/02         01
    0434752143                           05           11/01/02         35
    3274003674A                          O            10/01/32
    0


    8128559          N67/U56             F          392,800.00         ZZ
                                         360        392,185.31          1
                                       7.250          2,679.59         95
                                       7.000          2,679.59
    MILFORD          CT   06460          1            09/17/02         01
    0434752168                           05           11/01/02         35
1


    3274003703A                          O            10/01/32
    0


    8128565          N67/U56             F          408,000.00         ZZ
                                         360        407,436.60          1
                                       7.875          2,958.28         85
                                       7.625          2,958.28
    NEW HYDE PARK    NY   11040          1            09/19/02         10
    0434752200                           05           11/01/02         25
    3274003719A                          O            10/01/32
    0


    8128571          N67/U56             F          122,050.00         ZZ
                                         360        121,901.60          1
                                       8.500            938.46         95
                                       8.250            938.46
    CHICAGO HEIGHTS  IL   60411          1            09/13/02         01
    0434752275                           05           11/01/02         35
    3274003848A                          O            10/01/32
    0


    8128577          N67/U56             F          228,300.00         ZZ
                                         180        226,916.71          3
                                       7.500          2,116.37         53
                                       7.250          2,116.37
    REVERE           MA   02151          5            09/12/02         00
    0434752309                           05           11/01/02          0
    3274003959A                          O            10/01/17
    0


    8128579          N67/U56             F          114,000.00         ZZ
                                         360        113,857.80          1
                                       8.375            866.48         95
                                       8.125            866.48
    HAMILTON         NJ   08619          1            09/20/02         01
    0434752325                           01           11/01/02         35
    3274004016A                          O            10/01/32
    0


    8128583          N67/U56             F          136,850.00         ZZ
                                         360        136,679.29          1
                                       8.375          1,040.16         95
                                       8.125          1,040.16
    EAST HARTFORD    CT   06118          1            09/16/02         01
    0434752366                           05           11/01/02         35
    3274004090A                          O            10/01/32
    0


1


    8128585          N67/U56             F          203,000.00         ZZ
                                         360        202,705.22          1
                                       7.625          1,436.82         79
                                       7.375          1,436.82
    LEVITTOWN        NY   11756          5            09/12/02         00
    0434752374                           05           11/01/02          0
    3274004119A                          O            10/01/32
    0


    8128587          N67/U56             F          164,700.00         ZZ
                                         180        164,494.54          1
                                       8.375          1,251.84         90
                                       8.125          1,251.84
    COLLEGE PARK     MD   20740          5            09/13/02         10
    0434752416                           05           11/01/02         30
    3274004156A                          O            10/01/17
    0


    8128593          N67/U56             F          170,900.00         ZZ
                                         360        170,686.82          1
                                       8.375          1,298.96         95
                                       8.125          1,298.96
    FALL RIVER       MA   02720          1            09/13/02         12
    0434756151                           05           11/01/02         35
    3274004214A                          O            10/01/32
    0


    8128595          N67/U56             F          440,000.00         ZZ
                                         360        439,376.91          1
                                       7.750          3,152.21         80
                                       7.500          3,152.21
    FARMINGDALE      NY   11735          5            09/09/02         00
    0434752457                           05           11/01/02          0
    3274004215A                          O            10/01/32
    0


    8128597          N67/U56             F          400,000.00         ZZ
                                         360        399,488.11          1
                                       8.250          3,005.07         73
                                       8.000          3,005.07
    WEST NEWBURY     MA   01985          5            09/12/02         00
    0434752499                           05           11/01/02          0
    3274004241A                          O            10/01/32
    0


    8128599          N67/U56             F          114,000.00         ZZ
                                         360        113,830.93          1
                                       8.375            866.48         95
                                       8.125            866.48
1


    EAGLEVILLE       PA   19403          1            09/13/02         12
    0434752515                           03           11/01/02         35
    3274004250A                          O            10/01/32
    0


    8128601          N67/U56             F           65,450.00         ZZ
                                         360         65,313.01          1
                                       7.000            435.44         70
                                       6.750            435.44
    BLOOMFIELD       CT   06002          1            09/13/02         00
    0434752549                           01           11/01/02          0
    3274004253A                          O            10/01/32
    0


    8128603          N67/U56             F          253,300.00         ZZ
                                         360        252,950.22          1
                                       7.875          1,836.60         85
                                       7.625          1,836.60
    MANASSAS         VA   20109          5            09/16/02         01
    0434752564                           05           11/01/02         25
    3274004254A                          O            10/01/32
    0


    8128605          N67/U56             F          147,250.00         ZZ
                                         360        147,046.67          1
                                       7.875          1,067.66         95
                                       7.625          1,067.66
    OAK LAWN         IL   60453          1            09/06/02         01
    0434752598                           05           11/01/02         35
    3274004275A                          O            10/01/32
    0


    8128607          N67/U56             F          142,500.00         ZZ
                                         360        142,308.14          1
                                       8.000          1,045.61         95
                                       7.750          1,045.61
    NEW HAVEN        CT   06513          1            09/12/02         10
    0434756193                           05           11/01/02         35
    3274004290A                          O            10/01/32
    0


    8128609          N67/U56             F          342,000.00         ZZ
                                         360        341,594.72          1
                                       8.625          2,660.04         95
                                       8.375          2,660.04
    DUXBURY          MA   02332          1            09/16/02         01
    0434752648                           05           11/01/02         35
    3274004295A                          O            10/01/32
    0
1




    8128611          N67/U56             F           81,700.00         ZZ
                                         360         81,603.19          1
                                       8.625            635.45         95
                                       8.375            635.45
    COVENTRY         CT   06238          1            09/17/02         01
    0434752663                           05           11/01/02         35
    3274004303A                          O            10/01/32
    0


    8128613          N67/U56             F           83,000.00         ZZ
                                         180         82,497.09          2
                                       7.500            769.42         31
                                       7.250            769.42
    BROOKLYN         NY   11213          5            09/13/02         00
    0434752697                           05           11/01/02          0
    3274004306A                          O            10/01/17
    0


    8128617          N67/U56             F          131,100.00         ZZ
                                         360        130,932.23          1
                                       8.250            984.91         95
                                       8.000            984.91
    OWINGS MILLS     MD   21117          1            09/18/02         12
    0434752754                           03           11/01/02         35
    3274004310A                          O            10/01/32
    0


    8128619          N67/U56             F           82,650.00         ZZ
                                         180         82,538.71          1
                                       8.000            606.46         95
                                       7.750            606.46
    ROCKFORD         IL   61104          1            09/16/02         12
    0434752788                           05           11/01/02         35
    3274004324A                          O            10/01/17
    0


    8128621          N67/U56             F          127,350.00         ZZ
                                         180        127,191.14          1
                                       8.375            967.95         90
                                       8.125            967.95
    PASADENA         MD   21122          5            09/12/02         01
    0434752812                           05           11/01/02         30
    3274004339A                          O            10/01/17
    0


    8128623          N67/U56             F          188,550.00         ZZ
                                         360        188,296.14          1
1


                                       8.000          1,383.51         95
                                       7.750          1,383.51
    WOODBRIDGE       VA   22193          1            09/17/02         12
    0434752838                           05           11/01/02         35
    3274004380A                          O            10/01/32
    0


    8128625          N67/U56             F          309,700.00         ZZ
                                         360        309,293.47          1
                                       8.125          2,299.51         95
                                       7.875          2,299.51
    FALLS CHURCH     VA   22042          1            09/20/02         01
    0434752879                           05           11/01/02         35
    3274004383A                          O            10/01/32
    0


    8128629          N67/U56             F          166,150.00         ZZ
                                         360        165,920.57          1
                                       7.875          1,204.70         95
                                       7.625          1,204.70
    WILBRAHAM        MA   01095          1            09/18/02         01
    0434752911                           05           11/01/02         35
    3274004460A                          O            10/01/32
    0


    8128631          N67/U56             F          394,250.00         ZZ
                                         360        393,758.21          2
                                       8.375          2,996.58         95
                                       8.125          2,996.58
    EVERETT          MA   02149          1            09/13/02         01
    0434752945                           05           11/01/02         35
    3274004461A                          O            10/01/32
    0


    8128637          N67/U56             F          291,150.00         ZZ
                                         360        290,737.70          1
                                       7.750          2,085.83         95
                                       7.500          2,085.83
    ALEXANDRIA       VA   22306          1            09/20/02         01
    0434753018                           05           11/01/02         35
    3274004496A                          O            10/01/32
    0


    8128641          N67/U56             F          258,850.00         ZZ
                                         360        258,518.75          1
                                       8.250          1,944.65         95
                                       8.000          1,944.65
    SOUTH RIDING     VA   20152          1            09/16/02         10
    0434753083                           03           11/01/02         35
1


    3274004508A                          O            10/01/32
    0


    8128643          N67/U56             F           69,550.00         ZZ
                                         360         69,469.68          1
                                       8.750            547.15         95
                                       8.500            547.15
    VIRGINIA BEACH   VA   23456          1            09/20/02         10
    0434753125                           05           11/01/02         35
    3274004509A                          O            10/01/32
    0


    8128645          N67/U56             F          400,000.00         ZZ
                                         360        399,488.11          2
                                       8.250          3,005.07         89
                                       8.000          3,005.07
    SOMERVILLE       MA   02145          1            09/20/02         10
    0434756235                           05           11/01/02         30
    3274004534A                          O            10/01/32
    0


    8128647          N67/U56             F          266,000.00         ZZ
                                         360        265,641.85          1
                                       8.000          1,951.81         95
                                       7.750          1,951.81
    FAIRFAX          VA   22033          1            09/19/02         01
    0434753158                           03           11/01/02         35
    3274004553A                          O            10/01/32
    0


    8128649          N67/U56             F          391,500.00         ZZ
                                         180        390,945.59          1
                                       7.750          2,804.75         90
                                       7.500          2,804.75
    SPARTA           NJ   07871          1            09/18/02         12
    0434753174                           05           11/01/02         30
    3274004557A                          O            10/01/17
    0


    8128651          N67/U56             F          211,850.00         ZZ
                                         360        211,498.76          1
                                       8.250          1,591.56         95
                                       8.000          1,591.56
    SPRINGFIELD      VA   22152          1            09/20/02         01
    0434753190                           03           11/01/02         35
    3274004585A                          O            10/01/32
    0


1


    8128655          N67/U56             F          173,350.00         ZZ
                                         360        173,091.89          1
                                       7.500          1,212.09         95
                                       7.250          1,212.09
    GERMANTOWN       MD   20874          1            09/20/02         01
    0434753265                           03           11/01/02         35
    3274004670A                          O            10/01/32
    0


    8128657          N67/U56             F          175,000.00         ZZ
                                         360        174,758.35          1
                                       7.875          1,268.87         70
                                       7.625          1,268.87
    CORTLANDT MANOR  NY   10567          5            09/06/02         00
    0434753307                           05           11/01/02          0
    3275002829A                          O            10/01/32
    0


    8130031          W78/U57             F           75,000.00         ZZ
                                         360         74,940.01          1
                                      10.490            685.49        100
                                       9.990            685.49
    CAMDEN           AL   36726          5            09/13/02         23
    0434787552                           05           11/01/02          0
    0040616461                           O            10/01/32
    0


    8130061          W78/U57             F           51,350.00         ZZ
                                         360         51,314.21          1
                                      11.125            493.87         89
                                      10.625            493.87
    SAN ANTONIO      TX   78217          2            09/03/02         23
    0434789095                           05           11/01/02          0
    0040615145                           O            10/01/32
    0


    8131869          F28/U57             F          525,000.00         ZZ
                                         180        521,341.95          1
                                       5.875          4,394.87         78
                                       5.625          4,394.87
    INDIANAPOLIS     IN   46240          5            09/27/02         00
    0434780508                           05           11/01/02          0
    3775409                              O            10/01/17
    0


    8132891          964/U57             F          106,250.00         ZZ
                                         360        106,029.19          1
                                       7.875            770.39         95
                                       7.625            770.39
1


    COPPERAS COVE    TX   76522          1            08/13/02         23
    0434741872                           27           10/01/02          0
    240745                               O            09/01/32
    0


    8133951          E22/G01             F          214,400.00         ZZ
                                         360        214,219.87          1
                                       6.875          1,408.46         80
                                       6.625          1,408.46
    MADISON          WI   53717          5            10/16/02         00
    0415116763                           05           12/01/02          0
    0415116763                           O            11/01/32
    0


    8134465          E85/U57             F        1,000,000.00         ZZ
                                         360        998,004.00          1
                                       6.000          5,995.51         35
                                       5.750          5,995.51
    TIBURON          CA   94920          5            09/25/02         00
    0434756672                           05           11/01/02          0
    9615015                              O            10/01/32
    0


    8136547          225/U57             F          316,000.00         ZZ
                                         360        315,138.33          1
                                       6.500          1,997.34         80
                                       6.250          1,997.34
    PARKER           CO   80138          1            09/24/02         00
    0434823662                           05           11/01/02          0
    007397016                            O            10/01/32
    0


    8136627          225/U57             F          327,750.00         ZZ
                                         360        326,812.19          1
                                       6.250          2,018.01         95
                                       6.000          2,018.01
    ACWORTH          GA   30101          1            09/27/02         10
    0434820205                           03           11/01/02         30
    008482050                            O            10/01/32
    0


    8136703          225/U57             F          472,500.00         ZZ
                                         360        471,180.12          1
                                       6.375          2,947.79         75
                                       6.125          2,947.79
    NORWALK          CT   06855          5            09/16/02         00
    0434815767                           03           11/01/02          0
    006599583                            O            10/01/32
    0
1




    8137335          N67/U56             F           66,500.00         ZZ
                                         360         66,423.21          1
                                       8.750            523.16         95
                                       8.500            523.16
    BROWNSVILLE      TX   78521          1            09/11/02         10
    0434762274                           05           11/01/02         35
    1161001904A                          O            10/01/32
    0


    8137337          N67/U56             F          146,300.00         ZZ
                                         360        146,117.51          1
                                       8.375          1,111.98         95
                                       8.125          1,111.98
    HOUSTON          TX   77068          1            09/09/02         04
    0434762282                           03           11/01/02         35
    1161002048A                          O            10/01/32
    0


    8140091          964/U57             F          320,500.00         ZZ
                                         360        320,203.16          1
                                       6.375          1,999.50         87
                                       6.125          1,999.50
    WILDWOOD         MO   63021          1            10/18/02         10
    0434813549                           03           12/01/02         12
    286189                               O            11/01/32
    0


    8143619          W93/U57             F          339,650.00         ZZ
                                         360        339,335.41          1
                                       6.375          2,118.98         79
                                       6.125          2,118.98
    IRVINE           CA   92602          5            10/01/02         00
    0434818837                           05           12/01/02          0
    03403002                             O            11/01/32
    0


    8143663          W93/U57             F          220,500.00         ZZ
                                         360        220,137.45          1
                                       7.000          1,467.00         90
                                       6.750          1,467.00
    SCOTTSDALE       AZ   85260          5            09/27/02         04
    0434844601                           01           11/01/02         25
    35405166                             O            10/01/32
    0


    8143687          W93/U57             F          382,500.00         ZZ
                                         360        382,170.67          1
1


                                       6.750          2,480.89         75
                                       6.500          2,480.89
    PHOENIX          AZ   85048          5            10/07/02         00
    0434821286                           03           12/01/02          0
    35405665                             O            11/01/32
    0


    8143725          W93/U57             F          320,500.00         ZZ
                                         360        319,918.95          1
                                       6.500          2,025.78         80
                                       6.250          2,025.78
    WALNUT           CA   91789          5            09/26/02         00
    0434819926                           05           11/01/02          0
    67411613                             O            10/01/32
    0


    8143733          W93/U57             F          234,000.00         ZZ
                                         360        233,605.69          1
                                       6.875          1,537.22         80
                                       6.625          1,537.22
    LAKESIDE         CA   92040          5            09/26/02         00
    0434821559                           05           11/01/02          0
    72408879                             O            10/01/32
    0


    8144151          601/U57             F           65,450.00         ZZ
                                         360         65,350.08          1
                                       7.375            452.05         83
                                       7.125            452.05
    TAMPA            FL   33619          5            09/18/02         10
    0434798955                           05           11/01/02         12
    61849790                             O            10/01/32
    0


    8144401          601/U57             F          186,000.00         ZZ
                                         360        185,670.88          1
                                       6.625          1,190.98         80
                                       6.375          1,190.98
    MAPLE GROVE      MN   55369          1            09/26/02         00
    0434814018                           05           11/01/02          0
    61902763                             O            10/01/32
    0


    8144657          601/U57             F          130,000.00         ZZ
                                         360        129,780.94          1
                                       6.875            854.01         57
                                       6.625            854.01
    SARASOTA         FL   34243          5            09/24/02         00
    0434807715                           05           11/01/02          0
1


    61829693                             O            10/01/32
    0


    8145973          253/253             F          176,000.00         ZZ
                                         360        175,844.72          1
                                       6.625          1,126.95         80
                                       6.375          1,126.95
    NEWARK           TX   76071          1            10/17/02         00
    438186                               05           12/01/02          0
    438186                               O            11/01/32
    0


    8146071          E45/U57             F           94,500.00         ZZ
                                         360         94,340.76          1
                                       6.875            620.80         90
                                       6.625            620.80
    STONE MOUNTAIN   GA   30087          1            09/25/02         14
    0434806147                           05           11/01/02         25
    289170                               N            10/01/32
    0


    8147317          E22/G01             F          292,000.00         ZZ
                                         360        291,729.55          1
                                       6.375          1,821.70         80
                                       6.125          1,821.70
    SIMI VALLEY      CA   93065          1            10/17/02         00
    0415273481                           05           12/01/02          0
    0415273481                           O            11/01/32
    0


    8147373          E22/G01             F          218,400.00         ZZ
                                         360        218,197.72          1
                                       6.375          1,362.53         80
                                       6.125          1,362.53
    FONTANA          CA   92336          1            10/23/02         00
    0414998922                           05           12/01/02          0
    0414998922                           O            11/01/32
    0


    8147605          E22/G01             F          228,000.00         ZZ
                                         360        227,783.66          1
                                       6.250          1,403.84         80
                                       6.000          1,403.84
    SYLVANIA         OH   43560          2            10/21/02         00
    0415072032                           05           12/01/02          0
    0415072032                           O            11/01/32
    0


1


    8147835          A38/U57             F          114,600.00         ZZ
                                         360        114,480.71          1
                                       9.250            942.79        100
                                       8.750            942.79
    LITTLE ELM       TX   75068          1            09/16/02         23
    0434804225                           03           11/01/02          0
    20026228                             O            10/01/32
    0


    8147871          A38/U57             F          185,000.00         ZZ
                                         360        184,702.37          1
                                       9.125          1,505.23        100
                                       8.625          1,505.23
    BULVERDE         TX   78163          1            08/28/02         23
    0434808739                           03           10/01/02          0
    40026259                             O            09/01/32
    0


    8148453          E45/U57             F          200,000.00         ZZ
                                         180        198,621.14          1
                                       6.000          1,687.71         63
                                       5.750          1,687.71
    SCITUATE         MA   02066          5            09/30/02         00
    0434819280                           05           11/01/02          0
    272281                               O            10/01/17
    0


    8148457          E45/U57             F          137,740.00         ZZ
                                         360        137,382.22          1
                                       6.750            893.38         97
                                       6.500            893.38
    GREENVILLE       MS   38701          1            08/14/02         11
    0434834065                           05           10/01/02         35
    275069                               O            09/01/32
    0


    8148487          E45/U57             F          160,050.00         ZZ
                                         360        159,264.35          1
                                       6.500          1,011.63         97
                                       6.250          1,011.63
    SATELLITE BEACH  FL   32937          1            07/22/02         14
    0434832606                           05           09/01/02         35
    398042                               O            08/01/32
    0


    8148741          E45/U57             F           38,000.00         ZZ
                                         300         37,852.78          1
                                       6.750            262.55         80
                                       6.500            262.55
1


    GREENWOOD        MS   38930          2            08/06/02         00
    0434833844                           05           10/01/02          0
    262110                               O            09/01/27
    0


    8148879          E45/U57             F          151,600.00         ZZ
                                         360        151,157.62          1
                                       6.625            970.71        107
                                       6.375            970.71
    BALTIMORE        MD   21215          1            08/27/02         04
    0434833992                           05           10/01/02         35
    267796                               O            09/01/32
    0


    8148881          E45/U57             F          140,100.00         ZZ
                                         360        139,852.10          1
                                       6.625            897.08         97
                                       6.375            897.08
    ORANGE PARK      FL   32073          1            09/30/02         11
    0434818894                           05           11/01/02         35
    282761                               O            10/01/32
    0


    8148953          E45/U57             F           92,150.00         ZZ
                                         360         91,974.68          1
                                       6.250            567.38         97
                                       6.000            567.38
    JACKSONVILLE     FL   32246          1            10/03/02         11
    0434833901                           05           11/01/02         35
    294581                               O            10/01/32
    0


    8149187          T29/G01             F          237,300.00         ZZ
                                         360        237,085.48          1
                                       6.500          1,499.90         80
                                       6.250          1,499.90
    LAS VEGAS        NV   89130          1            10/09/02         00
    0434876579                           03           12/01/02          0
    1525201                              O            11/01/32
    0


    8149257          E45/U57             F          128,000.00         ZZ
                                         120        127,213.63          1
                                       5.875          1,413.04         74
                                       5.625          1,413.04
    CAPE CORAL       FL   33991          5            10/02/02         00
    0434821112                           05           12/01/02          0
    287602                               O            11/01/12
    0
1




    8149291          E45/U57             F           85,000.00         ZZ
                                         360         84,938.48          1
                                       7.625            601.62        100
                                       7.375            601.62
    AVONDALE         LA   70094          1            10/08/02         11
    0434834222                           05           12/01/02         40
    284065                               O            11/01/32
    0


    8149451          998/998             F          544,000.00         ZZ
                                         360        542,244.32          1
                                       7.125          3,665.03         80
                                       6.875          3,665.03
    ALVATON          KY   42122          2            07/12/02         00
    5002148                              05           09/01/02          0
    5002148                              O            08/01/32
    0


    8149779          P37/U57             F          140,000.00         ZZ
                                         180        139,343.44          1
                                       9.375          1,164.45         80
                                       8.875          1,164.45
    MIDDLETOWN       NJ   07748          5            02/23/02         23
    0434790333                           05           04/01/02          0
    201246492                            O            03/01/17
    0


    8150011          E45/U57             F          113,700.00         ZZ
                                         120        112,280.62          1
                                       5.625          1,241.00         86
                                       5.375          1,241.00
    HOMETOWN         IL   60456          2            09/30/02         11
    0434831624                           05           11/01/02         12
    288116                               O            10/01/12
    0


    8150107          E45/U57             F          117,850.00         T
                                         360        117,641.47          1
                                       6.625            754.61         97
                                       6.375            754.61
    JACKSONVILLE     FL   32256          1            09/27/02         23
    0434832671                           05           11/01/02          0
    288656                               O            10/01/32
    0


    8150151          E22/G01             F          255,000.00         ZZ
                                         360        254,328.13          1
1


                                       6.250          1,570.08         72
                                       6.000          1,570.08
    BOISE            ID   83716          1            10/23/02         00
    0414789990                           03           12/01/02          0
    0414789990                           O            11/01/32
    0


    8150265          E45/U57             F           69,364.00         ZZ
                                         360         69,238.24          1
                                       6.500            438.43        100
                                       6.250            438.43
    CENTERVILLE      GA   31028          1            09/24/02         11
    0434834289                           05           11/01/02         40
    285696                               O            10/01/32
    0


    8150663          W93/G01             F          211,900.00         ZZ
                                         360        211,717.56          1
                                       6.750          1,374.38         80
                                       6.500          1,374.38
    GILBERT          AZ   85233          1            10/08/02         00
    0434814661                           03           12/01/02          0
    35415212                             O            11/01/32
    0


    8152949          F28/G01             F          155,500.00         ZZ
                                         360        154,569.56          1
                                       7.250          1,060.78        102
                                       7.000          1,060.78
    CLEVELAND        OH   44102          1            07/12/02         10
    0434794186                           05           09/01/02         35
    3198164                              O            08/01/32
    0


    8152953          F28/G01             F          182,825.00         ZZ
                                         360        182,251.48          1
                                       7.500          1,278.34        103
                                       7.250          1,278.34
    CANTON           MI   48188          1            08/19/02         10
    0434794194                           05           10/01/02         35
    3205167                              O            09/01/32
    0


    8152957          F28/G01             F          116,132.00         ZZ
                                         360        115,766.34          1
                                       7.250            792.22        103
                                       7.000            792.22
    WEST ALLIS       WI   53219          1            07/31/02         10
    0434794228                           05           09/01/02         35
1


    3248373                              O            08/01/32
    0


    8152959          F28/G01             F          155,000.00         ZZ
                                         360        154,643.98          1
                                       7.375          1,070.55        100
                                       7.125          1,070.55
    SPRINGFIELD      IL   62707          1            08/30/02         10
    0434794236                           05           10/01/02         35
    3255493                              O            09/01/32
    0


    8152961          F28/G01             F          113,000.00         ZZ
                                         360        112,753.07          1
                                       7.625            799.81        103
                                       7.375            799.81
    TOLEDO           OH   43606          1            08/01/02         10
    0434794244                           05           10/01/02         35
    3267231                              O            09/01/32
    0


    8152963          F28/G01             F          101,000.00         ZZ
                                         360        100,758.27          1
                                       7.500            706.21        100
                                       7.250            706.21
    SELAH            WA   98942          1            08/06/02         11
    0434794251                           27           10/01/02         35
    3295109                              O            09/01/32
    0


    8152967          F28/G01             F          100,322.00         ZZ
                                         360        100,021.37          1
                                       7.500            701.47        103
                                       7.250            701.47
    HOUSTON          TX   77083          1            07/29/02         10
    0434794269                           09           09/01/02         35
    3299002                              O            08/01/32
    0


    8152969          F28/G01             F          224,298.00         ZZ
                                         360        223,795.47          1
                                       7.500          1,568.33        102
                                       7.250          1,568.33
    TAUNTON          MA   02780          1            08/30/02         04
    0434794277                           05           10/01/02         35
    3331995                              O            09/01/32
    0


1


    8152971          F28/G01             F          139,565.00         ZZ
                                         360        139,252.32          1
                                       7.500            975.86        103
                                       7.250            975.86
    LIVONIA          MI   48150          1            09/04/02         10
    0434794285                           05           10/01/02         35
    3375604                              O            09/01/32
    0


    8152973          F28/G01             F          130,650.00         ZZ
                                         360        130,340.47          1
                                       7.250            891.26        100
                                       7.000            891.26
    ARNOLD           MO   63010          1            08/16/02         11
    0434794293                           05           10/01/02         35
    3382517                              O            09/01/32
    0


    8152977          F28/G01             F          194,600.00         ZZ
                                         360        194,106.71          1
                                       6.875          1,278.39        103
                                       6.625          1,278.39
    TUCKER           GA   30084          1            08/30/02         01
    0434794335                           05           10/01/02         35
    3427381                              O            09/01/32
    0


    8152979          F28/G01             F          164,800.00         ZZ
                                         360        164,430.78          1
                                       7.500          1,152.31        103
                                       7.250          1,152.31
    YPSILANTI        MI   48198          1            08/30/02         11
    0434794350                           05           10/01/02         35
    3437735                              O            09/01/32
    0


    8152983          F28/G01             F          159,650.00         ZZ
                                         360        159,301.12          1
                                       7.625          1,130.00        103
                                       7.375          1,130.00
    WATERFORD        MI   48328          1            08/20/02         10
    0434794376                           05           10/01/02         35
    3440762                              O            09/01/32
    0


    8152985          F28/G01             F          164,000.00         ZZ
                                         360        163,574.00          1
                                       6.750          1,063.70        100
                                       6.500          1,063.70
1


    RALEIGH          NC   27607          1            08/30/02         10
    0434794418                           05           10/01/02         35
    3473217                              O            09/01/32
    0


    8152989          F28/G01             F          216,700.00         ZZ
                                         360        216,377.35          1
                                       7.500          1,515.20        102
                                       7.250          1,515.20
    BRIGHTON         MI   48114          1            09/19/02         10
    0434794434                           05           11/01/02         35
    3492902                              O            10/01/32
    0


    8153011          F28/G01             F          137,505.00         ZZ
                                         360        137,115.83          1
                                       6.375            857.85        103
                                       6.125            857.85
    CHEYENNE         WY   82001          1            08/26/02         10
    0434794459                           05           10/01/02         35
    3493348                              O            09/01/32
    0


    8153053          F28/G01             F          137,593.00         ZZ
                                         360        137,341.17          1
                                       8.500          1,057.97        102
                                       7.290          1,057.97
    LIBERTY          MO   64068          1            08/28/02         26
    0434795530                           05           10/01/02         35
    3522967                              O            09/01/32
    0


    8153057          F28/G01             F           56,650.00         ZZ
                                         360         56,515.04          1
                                       7.250            386.46        103
                                       7.000            386.46
    SAN ANTONIO      TX   78220          1            08/30/02         14
    0434794475                           05           10/01/02         35
    3565166                              O            09/01/32
    0


    8153063          F28/G01             F           93,100.00         ZZ
                                         360         92,653.92          1
                                       8.000            683.13        103
                                       7.750            683.13
    LANSING          MI   48912          1            04/15/02         10
    0434794517                           05           06/01/02         35
    1453254                              O            05/01/32
    0
1




    8153075          F28/G01             F          164,800.00         ZZ
                                         360        163,411.76          1
                                       7.500          1,152.31        103
                                       7.250          1,152.31
    SYLVANIA         OH   43560          1            04/25/02         10
    0434794590                           05           06/01/02         35
    1597433                              O            05/01/32
    0


    8153079          F28/G02             F          216,000.00         ZZ
                                         360        214,828.05          1
                                       7.375          1,491.86        100
                                       7.125          1,491.86
    SEATTLE          WA   98118          1            04/12/02         04
    0434794624                           05           06/01/02         35
    1628923                              O            05/01/32
    0


    8153081          F28/G01             F          130,810.00         ZZ
                                         360        130,138.52          1
                                       7.875            948.46        103
                                       7.625            948.46
    NEW RICHMOND     WI   54017          1            04/26/02         10
    0434794632                           05           06/01/02         35
    1638427                              O            05/01/32
    0


    8153085          F28/G01             F          121,500.00         ZZ
                                         360        120,946.33          1
                                       8.250            912.79        100
                                       8.000            912.79
    FORT WORTH       TX   76137          1            04/22/02         10
    0434794640                           03           06/01/02         35
    1638807                              O            05/01/32
    0


    8153087          F28/G01             F          149,240.00         ZZ
                                         360        148,558.75          1
                                       7.500          1,043.51        103
                                       7.250          1,043.51
    REDFORD          MI   48239          1            05/15/02         11
    0434794657                           05           07/01/02         35
    1642684                              O            06/01/32
    0


    8153089          F28/G01             F           90,000.00         ZZ
                                         360         89,578.57          1
1


                                       8.375            684.07        102
                                       8.125            684.07
    WARREN           MI   48091          1            04/29/02         10
    0434794665                           05           06/01/02         35
    1691277                              O            05/01/32
    0


    8153091          F28/G01             F          235,870.00         ZZ
                                         360        234,755.52          1
                                       7.500          1,649.24        103
                                       7.250          1,649.24
    BROOKLYN PARK    MN   55443          1            05/31/02         11
    0434794673                           05           07/01/02         35
    1699157                              O            06/01/32
    0


    8153093          F28/G01             F          220,000.00         ZZ
                                         360        219,076.58          1
                                       7.875          1,595.15        100
                                       7.625          1,595.15
    TAUNTON          MA   02780          1            05/28/02         10
    0434794699                           05           07/01/02         35
    1707174                              O            06/01/32
    0


    8153097          F28/G01             F          133,500.00         ZZ
                                         360        133,034.54          1
                                       7.875            967.97        101
                                       7.625            967.97
    WAXAHACHIE       TX   75165          1            06/14/02         11
    0434794723                           05           08/01/02         35
    1732319                              O            07/01/32
    0


    8153103          F28/G01             F           92,150.00         ZZ
                                         360         91,763.21          1
                                       7.875            668.15        103
                                       7.625            668.15
    CLOQUET          MN   55720          1            05/22/02         10
    0434794749                           05           07/01/02         35
    1748681                              O            06/01/32
    0


    8153105          F28/G01             F           63,600.00         ZZ
                                         360         61,746.16          1
                                       9.125            517.47        103
                                       7.915            517.47
    BELLEVILLE       IL   62221          1            05/30/02         26
    0434795738                           05           07/01/02         35
1


    1784609                              O            06/01/32
    0


    8153109          F28/G01             F          139,050.00         ZZ
                                         360        135,000.00          1
                                       7.500            972.26        103
                                       7.250            972.26
    NORFOLK          NE   68701          1            05/24/02         11
    0434794764                           05           07/01/02         35
    1805638                              O            06/01/32
    0


    8153111          F28/G01             F          196,400.00         ZZ
                                         360        195,748.85          1
                                       8.125          1,458.27        101
                                       7.875          1,458.27
    RALEIGH          NC   27604          1            06/20/02         10
    0434794780                           05           08/01/02         35
    1809143                              O            07/01/32
    0


    8153113          F28/G01             F          113,300.00         ZZ
                                         360        112,774.73          1
                                       7.375            782.53        103
                                       7.125            782.53
    WIMBERLEY        TX   78676          1            05/16/02         11
    0434794798                           05           07/01/02         35
    1845958                              O            06/01/32
    0


    8153121          F28/G01             F           83,430.00         ZZ
                                         360         83,052.62          1
                                       7.500            583.35        103
                                       7.250            583.35
    HOUSTON          TX   77040          1            05/22/02         11
    0434794822                           05           07/01/02         35
    1865352                              O            06/01/32
    0


    8153125          F28/G01             F           64,890.00         ZZ
                                         360         64,621.77          1
                                       7.875            470.50        103
                                       7.625            470.50
    PIEDMONT         SC   29673          1            06/10/02         04
    0434794848                           05           08/01/02         35
    1880811                              O            07/01/32
    0


1


    8153129          F28/G01             F           56,650.00         ZZ
                                         180         55,607.30          1
                                       7.500            525.15        103
                                       7.250            525.15
    GORDONVILLE      TX   76245          1            05/29/02         10
    0434794871                           05           07/01/02         35
    1907485                              O            06/01/17
    0


    8153131          F28/G01             F          124,630.00         ZZ
                                         360        124,143.20          1
                                       8.000            914.49        103
                                       7.750            914.49
    DEARBORN         MI   48126          1            06/05/02         10
    0434794889                           05           08/01/02         35
    1953212                              O            07/01/32
    0


    8153135          F28/G01             F          124,500.00         ZZ
                                         360        124,098.19          1
                                       7.125            838.78        101
                                       6.875            838.78
    OMAHA            NE   68144          1            07/03/02         11
    0434794897                           05           09/01/02         35
    1959229                              O            08/01/32
    0


    8153139          F28/G01             F          133,100.00         ZZ
                                         360        132,599.92          1
                                       7.500            930.65        102
                                       7.250            930.65
    ARLINGTON        TX   76012          1            06/28/02         10
    0434794913                           05           08/01/02         35
    1988873                              O            07/01/32
    0


    8153145          F28/G01             F          148,200.00         ZZ
                                         360        147,629.18          1
                                       7.375          1,023.58        103
                                       7.125          1,023.58
    PONITAC          MI   48340          1            06/21/02         10
    0434794939                           05           08/01/02         35
    3016598                              O            07/01/32
    0


    8153147          F28/G01             F           94,760.00         ZZ
                                         360         94,395.04          1
                                       7.375            654.48        103
                                       7.125            654.48
1


    HOUSTON          TX   77089          1            06/18/02         10
    0434794947                           05           08/01/02         35
    3017778                              O            07/01/32
    0


    8153157          F28/G01             F          105,000.00         ZZ
                                         360        104,700.70          1
                                       7.750            752.23        100
                                       7.500            752.23
    PHOENIX          AZ   85009          1            07/25/02         10
    0434795019                           05           09/01/02         35
    3099949                              O            08/01/32
    0


    8153159          F28/G01             F          132,300.00         ZZ
                                         360        131,922.88          1
                                       7.750            947.81        101
                                       7.500            947.81
    AUSTIN           TX   78745          1            07/29/02         10
    0434795027                           05           09/01/02         35
    3105530                              O            08/01/32
    0


    8153161          F28/G01             F           81,267.00         ZZ
                                         360         81,023.44          1
                                       7.500            568.24        103
                                       7.250            568.24
    LANCASTER        PA   17603          1            07/26/02         11
    0434795043                           05           09/01/02         35
    3114151                              O            08/01/32
    0


    8153169          F28/G01             F           60,770.00         ZZ
                                         360         60,346.00          1
                                       7.625            430.13        103
                                       7.375            430.13
    DANVILLE         IL   61832          1            07/26/02         10
    0434795084                           05           09/01/02         35
    3191084                              O            08/01/32
    0


    8153173          F28/G01             F           53,560.00         ZZ
                                         360         53,456.83          1
                                       8.250            402.38        103
                                       8.000            402.38
    STANTON          NE   68779          1            09/04/02         11
    0434795118                           05           10/01/02         35
    3577524                              O            09/01/32
    0
1




    8153175          F28/G01             F           92,185.00         ZZ
                                         360         92,047.73          1
                                       7.500            644.58        103
                                       7.250            644.58
    MIAMI            FL   33189          1            09/30/02         04
    0434795126                           09           11/01/02         35
    3591277                              O            10/01/32
    0


    8153177          F28/G01             F           97,850.50         ZZ
                                         360         97,689.62          1
                                       7.000            651.00        103
                                       6.750            651.00
    RICE             MN   56367          1            09/05/02         10
    0434795134                           05           11/01/02         35
    3625986                              O            10/01/32
    0


    8153181          F28/G01             F          103,000.00         ZZ
                                         360        102,857.75          1
                                       7.875            746.83        103
                                       7.625            746.83
    TAMARAC          FL   33309          1            09/30/02         10
    0434795167                           03           11/01/02         35
    3668267                              O            10/01/32
    0


    8153183          F28/G01             F           92,700.00         ZZ
                                         360         92,554.93          1
                                       7.250            632.38        103
                                       7.000            632.38
    DALLAS           TX   75229          1            09/12/02         11
    0434795175                           09           11/01/02         35
    3669554                              O            10/01/32
    0


    8153185          F28/G01             F           82,915.00         ZZ
                                         360         82,778.66          1
                                       7.000            551.64        103
                                       6.750            551.64
    BETHLEHEM        PA   18018          1            09/27/02         11
    0434795191                           09           11/01/02         35
    3789279                              O            10/01/32
    0


    8153755          F96/U57             F          143,100.00         ZZ
                                         360        142,925.99          1
1


                                       8.500          1,100.32         90
                                       8.250          1,100.32
    IRVINGTON        NJ   07111          1            09/30/02         12
    0434795761                           05           11/01/02         25
    MAIN00768                            N            10/01/32
    0


    8153765          F96/U57             F          440,000.00         ZZ
                                         360        439,194.67          2
                                       8.500          3,383.22         80
                                       8.250          3,383.22
    JACKSON HEIGHTS  NY   11372          1            08/29/02         00
    0434795829                           05           10/01/02          0
    NY01Y04819                           O            09/01/32
    0


    8153771          F96/U57             F          264,000.00         ZZ
                                         360        263,606.92          2
                                       7.500          1,845.93         80
                                       7.250          1,845.93
    BROOKLYN         NY   11207          1            09/30/02         00
    0434795878                           05           11/01/02          0
    NY01Y05276                           O            10/01/32
    0


    8153773          F96/U57             F          220,800.00         ZZ
                                         360        220,170.55          2
                                       7.750          1,581.84         80
                                       7.500          1,581.84
    BROOKLYN         NY   11236          1            08/01/02         00
    0434795886                           05           09/01/02          0
    NY10Y00777                           O            08/01/32
    0


    8153775          F96/U57             F          152,000.00         ZZ
                                         360        151,819.87          1
                                       8.625          1,182.24         95
                                       8.375          1,182.24
    STRATFORD        CT   06614          1            09/26/02         12
    0434795902                           01           11/01/02         35
    NY10Y00851                           O            10/01/32
    0


    8153777          F96/U57             F          231,200.00         ZZ
                                         360        230,864.26          2
                                       7.625          1,636.42         80
                                       7.375          1,636.42
    BRONX            NY   11456          1            09/30/02         00
    0434795910                           05           11/01/02          0
1


    NY10Y00901                           O            10/01/32
    0


    8153779          F96/U57             F          202,150.00         ZZ
                                         360        201,904.21          1
                                       8.500          1,554.36         95
                                       8.250          1,554.36
    SHIRLEY          NY   11967          1            09/26/02         12
    0434795936                           05           11/01/02         35
    NY10Y00972                           O            10/01/32
    0


    8153781          F96/U57             F          460,000.00         ZZ
                                         360        459,482.32          1
                                       8.875          3,659.97         80
                                       8.625          3,659.97
    BRIDGEHAMPTON    NY   11932          5            09/19/02         00
    0434795944                           05           11/01/02          0
    NY10Y00981                           O            10/01/32
    0


    8153783          F96/U57             F          190,950.00         ZZ
                                         360        190,837.26          1
                                       8.625          1,485.19         95
                                       8.375          1,485.19
    MASTIC BEACH     NY   11951          1            10/09/02         12
    0434795951                           05           12/01/02         35
    NY10Y01055                           O            11/01/32
    0


    8153785          F96/U57             F           90,000.00         ZZ
                                         360         89,942.61          1
                                       8.250            676.14         57
                                       8.000            676.14
    MASTIC           NY   11950          5            10/03/02         00
    0434795969                           05           12/01/02          0
    NY10Y01093                           O            11/01/32
    0


    8153787          F96/U57             F          225,200.00         ZZ
                                         360        224,864.70          1
                                       7.500          1,574.63         80
                                       7.250          1,574.63
    WOODHAVEN        NY   11421          1            10/01/02         00
    0434795977                           05           11/01/02          0
    NY12Y04697                           O            10/01/32
    0


1


    8153789          F96/U57             F          185,000.00         ZZ
                                         360        184,848.36          1
                                       7.000          1,230.81         60
                                       6.750          1,230.81
    VALLEY STREAM    NY   11580          5            10/04/02         00
    0434795985                           05           12/01/02          0
    NY12Y05366                           O            11/01/32
    0


    8153793          F96/U57             F          239,600.00         ZZ
                                         360        239,337.26          2
                                       9.000          1,927.88         80
                                       8.750          1,927.88
    BROOKLYN         NY   11207          1            09/13/02         00
    0434796017                           05           11/01/02          0
    NY16Y05087                           O            10/01/32
    0


    8154045          E45/U57             F          237,250.00         ZZ
                                         360        237,030.26          1
                                       6.375          1,480.13         65
                                       6.125          1,480.13
    SANTA ANA        CA   92705          5            10/02/02         00
    0434849212                           05           12/01/02          0
    285299                               O            11/01/32
    0


    8154167          E22/G01             F          180,000.00         ZZ
                                         360        179,863.03          1
                                       7.375          1,243.22         80
                                       7.125          1,243.22
    RANCHO CUCAMONG  CA   91730          1            10/22/02         00
    0414806414                           05           12/01/02          0
    0414806414                           O            11/01/32
    0


    8154225          E22/G01             F           82,320.00         ZZ
                                         360         82,245.58          1
                                       6.500            520.32         80
                                       6.250            520.32
    SPOKANE          WA   99208          1            10/23/02         00
    0415317247                           05           12/01/02          0
    0415317247                           O            11/01/32
    0


    8154509          E22/G01             F          201,600.00         ZZ
                                         360        201,408.71          1
                                       6.250          1,241.29         80
                                       6.000          1,241.29
1


    FALLS CHURCH     VA   22042          1            10/28/02         00
    0415226984                           05           12/01/02          0
    0415226984                           O            11/01/32
    0


    8155625          E45/U57             F          128,900.00         ZZ
                                         360        128,666.31          1
                                       6.500            814.74        100
                                       6.250            814.74
    COMMERCE         GA   30529          1            09/30/02         11
    0434820098                           05           11/01/02         40
    265047                               O            10/01/32
    0


    8157599          E22/G01             F          160,000.00         ZZ
                                         360        159,851.81          1
                                       6.375            998.19         80
                                       6.125            998.19
    LYNWOOD          CA   90262          2            10/10/02         00
    0414987875                           05           12/01/02          0
    0414987875                           O            11/01/32
    0


    8157901          E22/G01             F          103,200.00         ZZ
                                         360        103,119.49          1
                                       7.250            704.01         80
                                       7.000            704.01
    MARENGO          IL   60152          1            10/30/02         00
    0415217405                           05           12/01/02          0
    0415217405                           O            11/01/32
    0


    8158003          E22/G01             F          256,000.00         ZZ
                                         360        255,762.89          1
                                       6.375          1,597.11         80
                                       6.125          1,597.11
    THOUSAND OAKS    CA   91360          1            10/24/02         00
    0415348630                           03           12/01/02          0
    0415348630                           O            11/01/32
    0


    8160327          H58/U57             F          378,829.00         ZZ
                                         360        378,460.80          1
                                       6.125          2,301.81         80
                                       5.875          2,301.81
    SALINAS          CA   93906          1            10/08/02         00
    0434824918                           05           12/01/02          0
    0000118034                           O            11/01/32
    0
1




    8160687          W35/U57             F           87,000.00         ZZ
                                         360         86,795.46          1
                                       8.700            681.33         94
                                       8.200            681.33
    FORT RECOVERY    OH   45846          5            07/24/02         23
    0434855680                           05           09/01/02          0
    12540                                O            08/01/32
    0


    8161565          E22/G01             F          356,000.00         ZZ
                                         360        355,670.27          1
                                       6.375          2,220.98         80
                                       6.125          2,220.98
    ALAMEDA          CA   94501          1            10/23/02         00
    0415194927                           05           12/01/02          0
    0415194927                           O            11/01/32
    0


    8162487          W70/W70             F          320,000.00         ZZ
                                         360        319,724.49          1
                                       6.750          2,075.51         80
                                       6.500          2,075.51
    NAPERVILLE       IL   60540          5            10/24/02         00
    0209100553                           03           12/01/02          0
    0209100553                           O            11/01/32
    0


    8162497          W70/W70             F          420,000.00         ZZ
                                         360        419,238.58          1
                                       6.500          2,654.68         80
                                       6.250          2,654.68
    BARRINGTON       IL   60010          1            09/06/02         00
    0206180788                           05           11/01/02          0
    0206180788                           O            10/01/32
    0


    8162499          W70/W70             F          468,000.00         ZZ
                                         360        467,130.78          1
                                       6.375          2,919.71         80
                                       6.125          2,919.71
    SAINT CHARLES    IL   60175          5            09/25/02         00
    0207251544                           05           11/01/02          0
    0207251544                           O            10/01/32
    0


    8162501          W70/W70             F          435,000.00         ZZ
                                         360        434,616.21          1
1


                                       6.625          2,785.35         65
                                       6.375          2,785.35
    LA GRANGE        IL   60525          2            10/23/02         00
    0209030040                           05           12/01/02          0
    0209030040                           O            11/01/32
    0


    8163985          E22/G01             F          162,400.00         ZZ
                                         360        162,253.19          1
                                       6.500          1,026.48         80
                                       6.250          1,026.48
    CHEYENNE         WY   82009          2            10/28/02         00
    0415063601                           05           12/01/02          0
    0415063601                           O            11/01/32
    0


    8166085          Q82/U56             F          245,000.00         ZZ
                                         360        244,510.04          1
                                       5.990          1,467.33         85
                                       5.490          1,467.33
    CORONA           CA   92880          1            09/18/02         23
    0434861977                           05           11/01/02          0
    220002090860                         O            10/01/32
    0


    8166137          Q82/U56             F          118,000.00         ZZ
                                         360        117,863.72          1
                                       8.750            928.31        100
                                       8.250            928.31
    SANDUSKY         OH   44870          5            09/25/02         23
    0434847851                           05           11/01/02          0
    202002092732                         O            10/01/32
    0


    8166181          Q82/U56             F          147,000.00         ZZ
                                         360        146,850.15          1
                                       9.350          1,220.01        100
                                       8.850          1,220.01
    WILLOUGHBY       OH   44094          5            09/27/02         23
    0434846473                           05           11/02/02          0
    202002092183036                      O            10/02/32
    0


    8166205          Q82/U56             F          190,000.00         ZZ
                                         360        189,800.15          1
                                       9.200          1,556.21         95
                                       8.700          1,556.21
    BROKEN ARROW     OK   74012          5            09/18/02         23
    0434857744                           05           11/01/02          0
1


    221002095945                         O            10/01/32
    0


    8166221          Q82/U56             F           48,925.00         ZZ
                                         360         48,886.28          1
                                      10.540            449.00         95
                                      10.040            449.00
    JACKSON          TN   38301          5            10/09/02         23
    0434849782                           05           11/15/02          0
    2010021031660                        O            10/15/32
    0


    8166249          Q82/U56             F           68,000.00         ZZ
                                         360         67,939.44          1
                                       9.990            596.25        100
                                       9.490            596.25
    MEMPHIS          TN   38107          5            09/30/02         23
    0434867545                           05           11/04/02          0
    2010020927340                        O            10/04/32
    0


    8166251          Q82/U56             F          153,900.00         ZZ
                                         360        153,762.97          1
                                       9.990          1,349.45         95
                                       9.490          1,349.45
    SULLIVAN         OH   44880          1            10/03/02         23
    0434904884                           05           11/04/02          0
    2020020901530                        O            10/04/32
    0


    8166261          Q82/U56             F           99,000.00         ZZ
                                         360         98,887.05          1
                                       8.990            795.87         90
                                       8.490            795.87
    LANSDOWNE        PA   19050          5            09/20/02         23
    0434866398                           05           11/01/02          0
    203002098474                         O            10/01/32
    0


    8166297          Q82/U56             F           66,950.00         ZZ
                                         180         66,874.26          1
                                       8.850            531.49        100
                                       8.350            531.49
    BECKLEY          WV   25801          1            10/17/02         23
    0434855284                           05           11/17/02          0
    201002103972                         O            10/17/17
    0


1


    8166319          Q82/U56             F           98,800.00         ZZ
                                         360         98,619.15          1
                                       8.500            759.69         95
                                       8.000            759.69
    CHATTANOOGA      TN   37411          5            09/09/02         23
    0434857348                           05           10/13/02          0
    201002078827                         O            09/13/32
    0


    8166331          Q82/U56             F           73,000.00         ZZ
                                         360         72,941.59          1
                                      10.490            667.22         95
                                       9.990            667.22
    SOUTHAVEN        MS   38671          5            09/24/02         23
    0434865937                           05           11/01/02          0
    201002082801                         O            10/01/32
    0


    8166333          Q82/U56             F          440,000.00         ZZ
                                         180        439,507.41          1
                                       8.940          3,521.37        100
                                       8.440          3,521.37
    WILLIAMSBURG     VA   23188          5            10/21/02         23
    0434858312                           05           11/25/02          0
    2010021034840                        O            10/25/17
    0


    8166345          Q82/U56             F          139,175.00         ZZ
                                         360        138,943.54          1
                                       8.990          1,118.84        100
                                       8.490          1,118.84
    LORIS            SC   29569          1            09/24/02         23
    0434855391                           05           10/24/02          0
    201002081707                         O            09/24/32
    0


    8166349          Q82/U56             F           67,100.00         ZZ
                                         360         67,033.72          1
                                       9.500            564.22        100
                                       9.000            564.22
    GASTONIA         NC   28054          1            10/07/02         23
    0434844940                           05           11/08/02          0
    2010020930590                        O            10/08/32
    0


    8166351          Q82/U56             F          120,000.00         ZZ
                                         180        119,879.97          1
                                       9.440          1,003.78        100
                                       8.940          1,003.78
1


    FRUITLAND        IA   52749          2            10/11/02         23
    0434866133                           05           11/17/02          0
    2280020907550                        O            10/17/17
    0


    8166375          Q82/U56             F          141,550.00         ZZ
                                         360        141,403.88          1
                                       9.290          1,168.61         95
                                       8.790          1,168.61
    SAINT STEPHEN    SC   29479          5            10/10/02         23
    0434843249                           05           11/16/02          0
    2010020929920                        O            10/16/32
    0


    8166379          Q82/U56             F          110,800.00         ZZ
                                         360        110,659.63          1
                                       8.990            890.73         97
                                       8.490            890.73
    DECATUR          GA   30034          5            09/27/02         23
    0434874178                           05           11/02/02          0
    206002095749033                      O            10/02/32
    0


    8166383          Q82/U56             F           66,000.00         ZZ
                                         360         65,930.57          1
                                       9.200            540.58        100
                                       8.700            540.58
    HAMPTON          VA   23663          1            10/15/02         23
    0434862116                           05           11/16/02          0
    2010020917270                        O            10/16/32
    0


    8166475          Q82/U56             F          142,000.00         ZZ
                                         360        141,916.25          1
                                       8.630          1,104.97        100
                                       8.130          1,104.97
    AVONDALE         AZ   85323          1            10/08/02         23
    0434868519                           03           12/01/02          0
    226002109804                         O            11/01/32
    0


    8166479          Q82/U56             F          102,000.00         ZZ
                                         360        101,868.65          1
                                       8.220            764.15        100
                                       7.720            764.15
    CLEVELAND        OH   44111          2            10/03/02         23
    0434850475                           05           11/08/02          0
    2020020901580                        O            10/08/32
    0
1




    8166515          Q82/U56             F           97,000.00         ZZ
                                         360         96,886.57          1
                                       8.690            758.95        100
                                       8.190            758.95
    MIAMISBURG       OH   45342          5            10/03/02         23
    0434934303                           05           11/08/02          0
    205002090896                         O            10/08/32
    0


    8166527          Q82/U56             F          154,440.00         ZZ
                                         360        154,346.44          1
                                       8.500          1,187.51         99
                                       8.000          1,187.51
    KATY             TX   77450          1            10/16/02         23
    0434868188                           03           12/01/02          0
    2320021000930                        O            11/01/32
    0


    8166549          Q82/U56             F           99,000.00         ZZ
                                         360         98,801.50          1
                                       9.550            836.06        100
                                       9.050            836.06
    PENDLETON        SC   29670          5            10/10/02         23
    0434847240                           05           11/16/02          0
    201002103907                         O            10/16/32
    0


    8166661          Q82/U56             F           95,000.00         ZZ
                                         360         94,910.31          1
                                       9.740            815.50        100
                                       9.240            815.50
    GREENSBORO       NC   27405          1            10/03/02         23
    0434868733                           03           11/03/02          0
    201002070515                         O            10/03/32
    0


    8166685          Q82/U56             F           69,500.00         ZZ
                                         120         68,563.42          1
                                       9.590            902.75        100
                                       9.090            902.75
    PLANTERSVILLE    MS   38862          5            10/02/02         23
    0434859187                           05           11/07/02          0
    201002093545                         O            10/07/12
    0


    8166701          Q82/U56             F           72,000.00         ZZ
                                         180         71,657.13          1
1


                                      10.190            782.11        100
                                       9.690            782.11
    MEMPHIS          TN   38109          5            10/03/02         23
    0434866034                           05           11/08/02          0
    2010020928300                        O            10/08/17
    0


    8166713          Q82/U56             F           50,000.00         ZZ
                                         360         49,955.25          1
                                       9.880            434.36        100
                                       9.380            434.36
    NEW CASTLE       PA   16101          5            10/11/02         23
    0434858353                           05           11/17/02          0
    202002092750                         O            10/17/32
    0


    8166813          Q82/U56             F           90,000.00         ZZ
                                         360         89,863.01          1
                                       9.390            749.56        100
                                       8.890            749.56
    SAINT PETERSBUR  FL   33711          5            09/20/02         23
    0434866687                           05           10/25/02          0
    225002089244                         O            09/25/32
    0


    8166861          Q82/U56             F          322,000.00         ZZ
                                         360        321,269.91          1
                                       7.440          2,238.26         74
                                       6.940          2,238.26
    BAHAMA           NC   27503          2            09/07/02         00
    0434947784                           05           10/12/02          0
    2010020813760                        O            09/12/32
    0


    8166887          Q82/U56             F          120,000.00         ZZ
                                         360        119,817.35          1
                                       9.390            999.41        100
                                       8.890            999.41
    MEMPHIS          TN   38115          1            09/27/02         23
    0434855656                           05           10/27/02          0
    201002093748031                      O            09/27/32
    0


    8166891          Q82/U56             F           76,000.00         ZZ
                                         360         75,862.20          1
                                       8.560            587.61         95
                                       8.060            587.61
    ECRU             MS   38841          1            09/20/02         23
    0434866422                           05           10/20/02          0
1


    201002082695                         O            09/20/32
    0


    8166903          Q82/U56             F          132,000.00         ZZ
                                         360        131,874.74          1
                                       9.690          1,128.28        100
                                       9.190          1,128.28
    OAKLAND          TN   38060          1            10/04/02         23
    0434843975                           05           11/04/02          0
    201002093636                         O            10/04/32
    0


    8166929          K39/U57             F           56,000.00         ZZ
                                         180         55,740.81          1
                                      10.500            619.03         70
                                      10.000            619.03
    LIVINGSTON       TN   38570          5            09/26/02         00
    0434837910                           05           11/01/02          0
    365523939                            O            10/01/17
    0


    8166933          Q82/U56             F           55,000.00         ZZ
                                         360         54,945.56          1
                                       9.490            462.07        100
                                       8.990            462.07
    FRESNO           CA   93706          1            09/06/02         23
    0434904652                           05           11/01/02          0
    229002083263                         O            10/01/32
    0


    8166965          Q82/U56             F           73,838.00         ZZ
                                         360         73,740.57          1
                                       8.100            546.96         89
                                       7.600            546.96
    NILES            OH   44446          5            09/24/02         23
    0434855250                           05           11/01/02          0
    202002092434                         O            10/01/32
    0


    8166969          Q82/U56             F           63,000.00         ZZ
                                         360         62,963.30          1
                                       8.690            492.93        100
                                       8.190            492.93
    MEMPHIS          TN   38109          5            10/11/02         23
    0434857587                           05           12/01/02          0
    2010020928290                        O            11/01/32
    0


1


    8167001          Q82/U56             F           76,000.00         ZZ
                                         360         75,874.53          1
                                       9.400            633.52        100
                                       8.900            633.52
    ST. LOUIS        MO   63116          5            08/26/02         23
    0434868600                           05           10/01/02          0
    221002075630                         O            09/01/32
    0


    8167005          Q82/U56             F           69,000.00         ZZ
                                         360         68,888.40          1
                                       9.100            560.17        100
                                       8.600            560.17
    MILAN            TN   38358          5            09/13/02         23
    0434855938                           05           10/18/02          0
    201002093325                         O            09/18/32
    0


    8167025          Q82/U56             F           81,000.00         ZZ
                                         360         80,890.70          1
                                       7.990            593.79         90
                                       7.490            593.79
    STARR            SC   29684          5            10/17/02         23
    0434864369                           05           11/22/02          0
    2010020924250                        O            10/22/32
    0


    8167073          Q82/U56             F           90,250.00         ZZ
                                         360         90,177.16          1
                                      10.450            822.19         95
                                       9.950            822.19
    WEST PALM BEACH  FL   33413          1            10/01/02         23
    0434845855                           05           11/02/02          0
    206002095729                         O            10/02/32
    0


    8167161          Q82/U56             F          226,900.00         ZZ
                                         360        226,753.52          1
                                       8.190          1,695.07        100
                                       7.690          1,695.07
    VICTORVILLE      CA   92394          1            09/27/02         23
    0434847968                           05           12/01/02          0
    220002090988                         O            11/01/32
    0


    8167203          Q82/U56             F           70,000.00         ZZ
                                         360         69,937.66          1
                                       9.990            613.79        100
                                       9.490            613.79
1


    JACKSON          MS   39209          2            10/16/02         23
    0434852653                           05           11/21/02          0
    201002093193                         O            10/21/32
    0


    8168257          Y17/U57             F          147,446.00         ZZ
                                         360        147,203.58          1
                                       7.000            980.96         56
                                       6.500            980.96
    CHICO            CA   95926          5            09/25/02         00
    0434825212                           05           11/01/02          0
    0035956523                           O            10/01/32
    0


    8168259          Y17/U57             F          201,373.00         ZZ
                                         360        201,146.39          1
                                       8.875          1,602.21         95
                                       8.375          1,602.21
    HILLSIDE         NJ   07205          5            09/25/02         23
    0434825550                           05           11/01/02          0
    0035957216                           O            10/01/32
    0


    8168265          Y17/U57             F          348,500.00         ZZ
                                         360        348,005.49          1
                                       7.740          2,494.29         85
                                       7.240          2,494.29
    AUBURN           CA   95603          5            09/24/02         23
    0434825485                           05           11/01/02          0
    0035964956                           O            10/01/32
    0


    8168559          253/253             F          258,000.00         ZZ
                                         360        257,755.19          1
                                       6.250          1,588.56         80
                                       6.000          1,588.56
    BALTIMORE        MD   21221          1            10/22/02         00
    441567                               05           12/01/02          0
    441567                               O            11/01/32
    0


    8168881          E22/G01             F          264,000.00         ZZ
                                         360        263,749.51          1
                                       6.250          1,625.49         80
                                       6.000          1,625.49
    NOVI             MI   48377          1            11/04/02         00
    0415343615                           29           12/01/02          0
    0415343615                           O            11/01/32
    0
1




    8169503          T08/U57             F           80,000.00         ZZ
                                         360         79,932.79          1
                                       6.875            525.54         70
                                       6.625            525.54
    TAMPA            FL   33615          1            10/09/02         00
    0434835369                           03           12/01/02          0
    11092509                             N            11/01/32
    0


    8169505          T08/U57             F           56,250.00         ZZ
                                         360         56,209.29          1
                                       7.625            398.13         90
                                       7.375            398.13
    TAMPA            FL   33612          1            10/10/02         10
    0434835377                           05           12/01/02         30
    11092519                             N            11/01/32
    0


    8169507          T08/U57             F          112,085.00         T
                                         360        111,866.56          1
                                       6.125            681.04         80
                                       5.875            681.04
    ST AUGUSTINE     FL   32092          1            10/03/02         00
    0434835401                           03           11/01/02          0
    132014098                            O            10/01/32
    0


    8169509          T08/U57             F           96,000.00         ZZ
                                         360         95,925.11          1
                                       7.250            654.89         80
                                       7.000            654.89
    TAMPA            FL   33625          5            10/03/02         00
    0434835427                           05           12/01/02          0
    132014137                            O            11/01/32
    0


    8169511          T08/U57             F          500,000.00         ZZ
                                         360        499,439.72          1
                                       5.375          2,799.86         80
                                       5.125          2,799.86
    OLDSMAR          FL   34677          1            10/11/02         00
    0434835435                           03           12/01/02          0
    11110973                             O            11/01/32
    0


    8169513          T08/U57             F          165,900.00         ZZ
                                         360        165,620.46          1
1


                                       6.875          1,089.84        100
                                       6.625          1,089.84
    ROCKLEDGE        FL   32955          1            09/26/02         12
    0434835443                           03           11/01/02         35
    11141810                             O            10/01/32
    0


    8169515          T08/U57             F          140,650.00         ZZ
                                         360        140,440.57          1
                                       7.500            983.45         97
                                       7.250            983.45
    COCOA            FL   32926          1            10/03/02         10
    0434835476                           05           11/01/02         35
    11141819                             O            10/01/32
    0


    8169517          T08/U57             F           86,500.00         ZZ
                                         360         86,354.25          1
                                       6.875            568.24         78
                                       6.625            568.24
    MERRITT ISLAND   FL   32953          5            09/25/02         00
    0434835500                           05           11/01/02          0
    11141821                             O            10/01/32
    0


    8169519          T08/U57             F           83,920.00         ZZ
                                         360         83,764.14          1
                                       6.375            523.55         80
                                       6.125            523.55
    PALM BAY         FL   32909          1            10/01/02         00
    0434835518                           05           11/01/02          0
    11141823                             O            10/01/32
    0


    8169521          T08/U57             F           37,905.00         ZZ
                                         360         37,865.53          1
                                       9.250            311.84         95
                                       9.000            311.84
    JACKSONVILLE     FL   32254          1            09/30/02         12
    0434835526                           05           11/01/02         35
    11151764                             N            10/01/32
    0


    8169523          T08/U57             F          157,140.00         ZZ
                                         360        156,881.63          1
                                       7.000          1,045.46         98
                                       6.750          1,045.46
    JACKSONVILLE     FL   32207          1            09/27/02         12
    0434835534                           05           11/01/02         35
1


    11151767                             O            10/01/32
    0


    8169525          T08/U57             F          157,500.00         ZZ
                                         360        157,207.46          1
                                       6.375            982.60         90
                                       6.125            982.60
    NEPTUNE BEACH    FL   32266          1            09/30/02         12
    0434835567                           05           11/01/02         25
    11151770                             O            10/01/32
    0


    8169527          T08/U57             F          160,000.00         ZZ
                                         180        158,920.10          1
                                       6.250          1,371.88         62
                                       6.000          1,371.88
    BRADENTON        FL   34205          5            09/27/02         00
    0434835575                           05           11/01/02          0
    11160441                             O            10/01/17
    0


    8169529          T08/U57             F           50,000.00         ZZ
                                         180         49,847.33          1
                                       7.375            459.96         79
                                       7.125            459.96
    PENSACOLA        FL   32526          5            10/02/02         00
    0434835583                           05           12/01/02          0
    11240032                             O            11/01/17
    0


    8169533          T08/U57             F           66,400.00         ZZ
                                         360         66,338.50          1
                                       6.375            414.25         80
                                       6.125            414.25
    BEVERLY HILLS    FL   34465          1            10/02/02         00
    0434835617                           05           12/01/02          0
    12070908                             O            11/01/32
    0


    8169537          T08/U57             F           88,650.00         ZZ
                                         360         88,575.52          1
                                       6.875            582.37         90
                                       6.625            582.37
    CASSELBERRY      FL   32707          5            10/02/02         11
    0434835633                           05           12/01/02         25
    132012102                            O            11/01/32
    0


1


    8169541          T08/U57             F           62,450.00         ZZ
                                         180         62,032.99          1
                                       6.375            539.72         56
                                       6.125            539.72
    ORLANDO          FL   32839          5            09/20/02         00
    0434835666                           05           11/01/02          0
    132013181                            O            10/01/17
    0


    8169543          T08/U57             F           71,000.00         ZZ
                                         360         70,932.63          1
                                       6.250            437.16         40
                                       6.000            437.16
    ORANGE PARK      FL   32073          5            10/04/02         00
    0434835674                           03           12/01/02          0
    132013916                            O            11/01/32
    0


    8169545          T08/U57             F          104,000.00         ZZ
                                         360        103,833.17          1
                                       7.125            700.67         80
                                       6.875            700.67
    ATLANTA          GA   30311          5            09/30/02         00
    0434835682                           05           11/01/02          0
    132014183                            N            10/01/32
    0


    8169547          T08/U57             F           48,750.00         ZZ
                                         360         48,715.59          1
                                       7.750            349.25         75
                                       7.500            349.25
    ORLANDO          FL   32839          5            10/02/02         00
    0434835708                           05           12/01/02          0
    132014228                            N            11/01/32
    0


    8169551          T08/U57             F          243,000.00         ZZ
                                         360        242,610.19          1
                                       7.125          1,637.14         79
                                       6.875          1,637.14
    PORT ORANGE      FL   32127          2            09/12/02         00
    0434835732                           03           11/01/02          0
    132014325                            O            10/01/32
    0


    8169553          T08/U57             F          118,000.00         ZZ
                                         240        117,780.28          1
                                       7.250            932.64         64
                                       7.000            932.64
1


    DELAND           FL   32724          5            10/07/02         00
    0434835757                           05           12/01/02          0
    132014370                            O            11/01/22
    0


    8169555          T08/U57             F          129,600.00         ZZ
                                         360        129,359.28          1
                                       6.375            808.54         80
                                       6.125            808.54
    ORANGE PARK      FL   32003          1            09/26/02         00
    0434835773                           05           11/01/02          0
    132014432                            O            10/01/32
    0


    8169557          T08/U57             F           76,500.00         ZZ
                                         360         76,377.30          1
                                       7.125            515.39         90
                                       6.875            515.39
    PARKLAND         FL   34760          1            09/30/02         12
    0434835781                           05           11/01/02         25
    132014453                            O            10/01/32
    0


    8169559          T08/U57             F           71,250.00         ZZ
                                         360         71,135.72          1
                                       7.125            480.02         75
                                       6.875            480.02
    LAKE HELEN       FL   32744          5            09/27/02         00
    0434835807                           05           11/01/02          0
    132014454                            O            10/01/32
    0


    8169561          T08/U57             F          123,300.00         ZZ
                                         360        122,974.36          1
                                       6.500            779.34         90
                                       6.250            779.34
    LAKELAND         FL   33809          1            09/30/02         12
    0434835815                           27           11/01/02         25
    132014487                            O            10/01/32
    0


    8169563          T08/U57             F           70,400.00         ZZ
                                         360         70,336.35          1
                                       6.500            444.98         80
                                       6.250            444.98
    JAKCSONVILLE     FL   32220          2            10/07/02         00
    0434835831                           05           12/01/02          0
    132014498                            O            11/01/32
    0
1




    8169565          T08/U57             F           97,200.00         ZZ
                                         360         97,035.94          1
                                       6.875            638.53         90
                                       6.625            638.53
    DELTONA          FL   32725          1            09/30/02         12
    0434835849                           05           11/01/02         30
    132014511                            N            10/01/32
    0


    8169571          T08/U57             F           69,350.00         ZZ
                                         360         69,241.47          1
                                       7.250            473.09         95
                                       7.000            473.09
    WINTER GARDEN    FL   34787          1            09/27/02         11
    0434835880                           05           11/01/02         35
    132014561                            N            10/01/32
    0


    8169573          T08/U57             F          156,000.00         ZZ
                                         180        153,546.92          1
                                       5.750          1,295.44         80
                                       5.500          1,295.44
    ORANGE PARK      FL   32073          1            10/03/02         00
    0434837282                           03           11/01/02          0
    132014574                            O            10/01/17
    0


    8169575          T08/U57             F          103,000.00         ZZ
                                         180        102,259.27          1
                                       5.500            841.60         65
                                       5.250            841.60
    WINTER SPRINGS   FL   32708          2            09/30/02         00
    0434835898                           03           11/01/02          0
    132014600                            O            10/01/17
    0


    8169577          T08/U57             F           74,100.00         ZZ
                                         360         74,042.20          1
                                       7.250            505.49         95
                                       7.000            505.49
    ROCKLEDGE        FL   32955          1            10/08/02         10
    0434835914                           05           12/01/02         30
    132014665                            O            11/01/32
    0


    8169579          T08/U57             F          515,000.00         ZZ
                                         180        511,449.43          1
1


                                       6.000          4,345.86         65
                                       5.750          4,345.86
    SANFORD          FL   32771          2            09/24/02         00
    0434835930                           03           11/01/02          0
    132014675                            O            10/01/17
    0


    8169585          T08/U57             F           55,000.00         ZZ
                                         360         54,951.48          1
                                       6.625            352.17         44
                                       6.375            352.17
    INDIAN HARBOR B  FL   32937          1            10/08/02         00
    0434837332                           08           12/01/02          0
    132014741                            N            11/01/32
    0


    8169589          T08/U57             F          338,400.00         ZZ
                                         300        337,911.68          1
                                       6.000          2,180.32         80
                                       5.750          2,180.32
    ORLANDO          FL   32835          5            10/04/02         00
    0434835971                           03           12/01/02          0
    132014749                            O            11/01/27
    0


    8169591          T08/U57             F          184,000.00         ZZ
                                         360        183,632.74          1
                                       6.000          1,103.17         80
                                       5.750          1,103.17
    ORLANDO          FL   32803          1            09/30/02         00
    0434836003                           05           11/01/02          0
    132014801                            O            10/01/32
    0


    8169593          T08/U57             F           75,900.00         ZZ
                                         360         75,837.79          1
                                       7.000            504.96        100
                                       6.750            504.96
    ORLANDO          FL   32811          1            10/08/02         12
    0434836029                           05           12/01/02         25
    132014828                            N            11/01/32
    0


    8169595          T08/U57             F          120,000.00         ZZ
                                         360        119,888.86          1
                                       6.375            748.64         89
                                       6.125            748.64
    ALTAMONTE SPRIN  FL   32701          1            10/07/02         12
    0434836037                           05           12/01/02         25
1


    132014848                            O            11/01/32
    0


    8169597          T08/U57             F           76,000.00         ZZ
                                         360         75,886.85          1
                                       7.500            531.40         95
                                       7.250            531.40
    ORLANDO          FL   32808          1            10/04/02         10
    0434836045                           05           11/01/02         35
    132014934                            N            10/01/32
    0


    8169613          T08/U57             F           75,000.00         ZZ
                                         360         74,936.99          1
                                       6.875            492.70         80
                                       6.625            492.70
    PENSACOLA        FL   32501          5            10/14/02         00
    0434836052                           05           12/01/02          0
    132015005                            N            11/01/32
    0


    8169617          T08/U57             F          202,000.00         ZZ
                                         360        201,830.29          2
                                       6.875          1,327.00         71
                                       6.625          1,327.00
    CHICAGO          IL   60647          2            10/07/02         00
    0434836086                           05           12/01/02          0
    13210087                             O            11/01/32
    0


    8169619          T08/U57             F          179,000.00         ZZ
                                         360        178,838.18          1
                                       6.500          1,131.40         74
                                       6.250          1,131.40
    AURORA           IL   60504          2            10/03/02         00
    0434836094                           05           12/01/02          0
    13210096                             O            11/01/32
    0


    8169621          T08/U57             F           81,000.00         ZZ
                                         360         80,947.02          1
                                       8.125            601.42         90
                                       7.875            601.42
    CHARLOTTE        NC   28205          1            10/04/02         11
    0434836110                           05           12/01/02         30
    13210113                             N            11/01/32
    0


1


    8169623          T08/U57             F          101,000.00         ZZ
                                         180        100,663.67          1
                                       6.375            872.89         82
                                       6.125            872.89
    CARPENTERVILLE   IL   60110          2            10/04/02         11
    0434836136                           05           12/01/02          6
    13210145                             O            11/01/17
    0


    8169625          T08/U57             F          191,000.00         ZZ
                                         360        190,618.77          1
                                       6.000          1,145.14         74
                                       5.750          1,145.14
    FREELAND         MD   21053          2            09/27/02         00
    0434836144                           05           11/01/02          0
    13210193                             O            10/01/32
    0


    8169627          T08/U57             F           71,010.00         ZZ
                                         360         70,901.60          1
                                       7.375            490.45         90
                                       7.125            490.45
    CHICAGO          IL   60628          1            09/30/02         11
    0434836151                           05           11/01/02         25
    13210218                             N            10/01/32
    0


    8169629          T08/U57             F          127,800.00         ZZ
                                         360        127,550.93          1
                                       6.125            776.53         73
                                       5.875            776.53
    OVIEDO           FL   32766          2            09/23/02         00
    0434836185                           03           11/01/02          0
    14011277                             O            10/01/32
    0


    8169631          T08/U57             F          216,845.00         ZZ
                                         360        216,639.25          1
                                       6.250          1,335.15         94
                                       6.000          1,335.15
    OVIEDO           FL   32766          1            10/03/02         11
    0434836193                           03           12/01/02         30
    14011284                             O            11/01/32
    0


    8169633          T08/U57             F          260,000.00         ZZ
                                         360        259,642.08          1
                                       7.125          1,751.67         90
                                       6.875          1,751.67
1


    ORLANDO          FL   32828          1            10/09/02         10
    0434836201                           03           12/01/02         25
    14020392                             O            11/01/32
    0


    8169637          T08/U57             F           93,600.00         ZZ
                                         360         93,434.38          1
                                       6.625            599.33         90
                                       6.375            599.33
    APOPKA           FL   32703          1            10/02/02         10
    0434836219                           03           11/01/02         25
    14020403                             O            10/01/32
    0


    8169641          T08/U57             F          455,200.00         ZZ
                                         180        451,926.46          1
                                       5.500          3,719.36         80
                                       5.250          3,719.36
    WINTER SPRINGS   FL   32708          1            09/12/02         00
    0434836227                           03           11/01/02          0
    14050084                             O            10/01/17
    0


    8169647          T08/U57             F           68,400.00         ZZ
                                         360         68,284.75          1
                                       6.875            449.34         90
                                       6.625            449.34
    GROVELAND        FL   34736          1            09/30/02         11
    0434836250                           05           11/01/02         25
    14050107                             O            10/01/32
    0


    8169649          T08/U57             F          113,400.00         ZZ
                                         360        113,197.48          1
                                       6.500            716.77         90
                                       6.250            716.77
    SAINT PETERSBUR  FL   33713          1            10/07/02         11
    0434836268                           05           12/01/02         25
    15010257                             O            11/01/32
    0


    8169651          T08/U57             F          375,000.00         ZZ
                                         180        366,303.21          1
                                       5.500          3,064.06         32
                                       5.250          3,064.06
    POMANO BEACH     FL   33062          5            09/24/02         00
    0434836292                           05           11/01/02          0
    15010375                             O            10/01/17
    0
1




    8169653          T08/U57             F           67,000.00         ZZ
                                         360         66,905.11          1
                                       7.750            480.00        100
                                       7.500            480.00
    LARGO            FL   33771          1            10/02/02         10
    0434836300                           05           11/01/02         40
    15010393                             N            10/01/32
    0


    8169655          T08/U57             F          112,000.00         T
                                         360        111,811.28          1
                                       6.875            735.76         80
                                       6.625            735.76
    JACKSONVILLE     FL   32277          1            09/27/02         00
    0434836318                           03           11/01/02          0
    15020259                             O            10/01/32
    0


    8169661          T08/U57             F          388,964.00         ZZ
                                         360        387,160.66          1
                                       7.375          2,686.48         80
                                       7.125          2,686.48
    SANFORD          FL   32771          5            05/24/02         00
    0434836326                           03           07/01/02          0
    11017414                             O            06/01/32
    0


    8169665          T08/U57             F           81,600.00         T
                                         360         81,528.01          1
                                       6.625            522.49         80
                                       6.375            522.49
    ORLANDO          FL   32825          5            10/09/02         00
    0434836334                           05           12/01/02          0
    11018228                             O            11/01/32
    0


    8169669          T08/U57             F          430,000.00         ZZ
                                         360        429,141.72          1
                                       6.000          2,578.07         69
                                       5.750          2,578.07
    WINTER PARK      FL   32789          2            09/19/02         00
    0434836367                           05           11/01/02          0
    11019031                             O            10/01/32
    0


    8169673          T08/U57             F          125,000.00         T
                                         360        124,767.83          1
1


                                       6.375            779.84         39
                                       6.125            779.84
    CORAL SPRINGS    FL   33071          1            10/04/02         00
    0434836391                           05           11/01/02          0
    11019102                             O            10/01/32
    0


    8169675          T08/U57             F           99,750.00         ZZ
                                         360         99,600.29          1
                                       7.875            723.26         95
                                       7.625            723.26
    KISSIMMEE        FL   34758          1            09/30/02         10
    0434836425                           03           11/01/02         30
    11019126                             O            10/01/32
    0


    8169677          T08/U57             F          318,120.00         T
                                         360        317,669.49          1
                                       7.750          2,279.05         95
                                       7.500          2,279.05
    OVIEDO           FL   32766          1            09/30/02         10
    0434836433                           03           11/01/02         35
    11019167                             O            10/01/32
    0


    8169679          T08/U57             F          124,670.00         ZZ
                                         360        124,560.00          1
                                       6.625            798.28         95
                                       6.375            798.28
    CAPE CORAL       FL   33914          1            10/07/02         10
    0434836441                           05           12/01/02         30
    11022463                             O            11/01/32
    0


    8169683          T08/U57             F           40,000.00         ZZ
                                         180         39,877.86          1
                                       7.375            367.97         69
                                       7.125            367.97
    NORTH FT MYERS   FL   33905          1            10/08/02         00
    0434836458                           05           12/01/02          0
    11022544                             N            11/01/17
    0


    8169687          T08/U57             F           53,200.00         ZZ
                                         360         53,114.66          1
                                       7.125            358.42         95
                                       6.875            358.42
    GROVELAND        FL   34736          1            09/30/02         11
    0434836490                           05           11/01/02         30
1


    11042009                             O            10/01/32
    0


    8169689          T08/U57             F          105,750.00         ZZ
                                         180        105,378.56          1
                                       5.750            878.16         53
                                       5.500            878.16
    CLERMONT         FL   34711          2            10/07/02         00
    0434836508                           05           12/01/02          0
    11042019                             O            11/01/17
    0


    8169691          T08/U57             F           28,975.00         ZZ
                                         360         28,951.25          1
                                       7.000            192.77         95
                                       6.750            192.77
    AVON PARK        FL   33825          1            10/03/02         10
    0434836516                           05           12/01/02         35
    11062010                             N            11/01/32
    0


    8169695          T08/U57             F           71,050.00         ZZ
                                         360         70,927.31          1
                                       6.750            460.83         80
                                       6.500            460.83
    SPRING HILL      FL   34609          1            09/30/02         00
    0434836540                           05           11/01/02          0
    11081096                             O            10/01/32
    0


    8169699          T08/U57             F          134,100.00         ZZ
                                         360        133,914.82          1
                                       7.875            972.32         90
                                       7.625            972.32
    PALM HARBOR      FL   34683          1            09/30/02         10
    0434836565                           03           11/01/02         25
    11092442                             O            10/01/32
    0


    8169701          T08/U57             F           46,750.00         ZZ
                                         360         46,687.07          1
                                       8.000            343.03         85
                                       7.750            343.03
    TAMPA            FL   33603          1            09/25/02         10
    0434836581                           05           11/01/02         25
    11092455                             N            10/01/32
    0


1


    8169703          T08/U57             F          188,000.00         ZZ
                                         360        187,690.90          1
                                       7.000          1,250.77         80
                                       6.750          1,250.77
    RIVIERA BEACH    FL   33404          5            09/30/02         00
    0434836599                           05           11/01/02          0
    11092466                             O            10/01/32
    0


    8169707          T08/U57             F          575,000.00         ZZ
                                         180        572,937.19          1
                                       5.500          4,698.23         40
                                       5.250          4,698.23
    TAMPA            FL   33606          1            10/11/02         00
    0434836623                           05           12/01/02          0
    11092494                             O            11/01/17
    0


    8169817          W96/U57             F           40,000.00         ZZ
                                         360         39,935.83          2
                                       7.125            269.49         48
                                       6.875            269.49
    SANFORD          FL   32771          2            09/30/02         00
    0434832317                           05           11/01/02          0
    22090367                             N            10/01/32
    0


    8169819          W96/U57             F           92,150.00         ZZ
                                         360         92,009.33          1
                                       7.375            636.46         95
                                       7.125            636.46
    NAVARRE          FL   32566          1            10/04/02         10
    0434832333                           03           11/01/02         30
    22090374                             O            10/01/32
    0


    8169821          W96/U57             F          550,000.00         ZZ
                                         360        549,560.18          1
                                       7.125          3,705.45         79
                                       6.875          3,705.45
    FORT LAUDERDALE  FL   33308          5            10/07/02         00
    0434832341                           05           12/01/02          0
    22090403                             O            11/01/32
    0


    8169823          W96/U57             F          103,900.00         ZZ
                                         360        103,733.34          1
                                       7.125            699.99         80
                                       6.875            699.99
1


    WINTER PARK      FL   32792          1            09/30/02         00
    0434832366                           05           11/01/02          0
    22090404                             O            10/01/32
    0


    8169825          W96/U57             F           54,000.00         ZZ
                                         360         53,956.82          1
                                       7.125            363.81         90
                                       6.875            363.81
    DAYTON           OH   45410          1            10/10/02         10
    0434832382                           05           12/01/02         30
    22090416                             N            11/01/32
    0


    8169831          W96/U57             F          253,600.00         ZZ
                                         360        253,411.79          1
                                       7.500          1,773.21         80
                                       7.250          1,773.21
    MIAMI            FL   33131          1            10/11/02         00
    0434834362                           06           12/01/02          0
    22090440                             O            11/01/32
    0


    8169835          W96/U57             F          179,745.00         ZZ
                                         360        179,470.62          1
                                       7.375          1,241.45         97
                                       7.125          1,241.45
    PUNTA GORDA      FL   33983          1            10/03/02         11
    0434832432                           05           11/01/02         35
    22090453                             O            10/01/32
    0


    8169837          W96/U57             F          159,600.00         ZZ
                                         360        159,356.37          1
                                       7.375          1,102.32         95
                                       7.125          1,102.32
    BOWLING GREEN    OH   43402          1            09/30/02         12
    0434832457                           05           11/01/02         30
    22090456                             O            10/01/32
    0


    8169839          W96/U57             F          134,000.00         ZZ
                                         360        133,903.02          1
                                       7.625            948.44         79
                                       7.375            948.44
    LAKE MARY        FL   32746          5            10/08/02         00
    0434832473                           03           12/01/02          0
    22090464                             O            11/01/32
    0
1




    8169841          W96/U57             F          184,500.00         ZZ
                                         360        184,337.22          1
                                       6.625          1,181.37         90
                                       6.375          1,181.37
    LAKE WINNEBAGO   MO   64034          5            10/10/02         11
    0434832507                           03           12/01/02         25
    22090475                             O            11/01/32
    0


    8169843          W96/U57             F           53,100.00         ZZ
                                         360         53,024.82          1
                                       7.750            380.41         90
                                       7.500            380.41
    ORLANDO          FL   32808          1            10/04/02         11
    0434832515                           05           11/01/02         25
    22090510                             N            10/01/32
    0


    8169845          W96/U57             F          148,500.00         ZZ
                                         360        148,387.01          1
                                       7.375          1,025.65         90
                                       7.125          1,025.65
    TAMPA            FL   33625          1            10/08/02         11
    0434832549                           05           12/01/02         30
    22090518                             N            11/01/32
    0


    8169847          W96/U57             F           63,000.00         ZZ
                                         360         62,958.79          1
                                       8.125            467.77         90
                                       7.875            467.77
    HOLIDAY          FL   34691          1            10/07/02         10
    0434832556                           05           12/01/02         30
    22090522                             N            11/01/32
    0


    8169849          W96/U57             F          139,600.00         ZZ
                                         360        139,340.73          1
                                       6.375            870.92         80
                                       6.125            870.92
    TALLAHASSEE      FL   32317          1            10/01/02         00
    0434832580                           03           11/01/02          0
    22090538                             O            10/01/32
    0


    8169851          W96/U57             F          145,600.00         ZZ
                                         360        145,393.80          1
1


                                       7.750          1,043.10         95
                                       7.500          1,043.10
    PALM COAST       FL   32164          1            10/07/02         10
    0434832598                           03           11/01/02         30
    22090546                             O            10/01/32
    0


    8169853          W96/U57             F          167,450.00         ZZ
                                         360        167,328.81          1
                                       7.625          1,185.20         85
                                       7.375          1,185.20
    OCOEE            FL   34761          5            10/10/02         10
    0434832614                           03           12/01/02         20
    22100006                             O            11/01/32
    0


    8169855          W96/U57             F          156,750.00         ZZ
                                         360        156,633.67          1
                                       7.500          1,096.02         95
                                       7.250          1,096.02
    CLERMONT         FL   34711          1            10/11/02         12
    0434832622                           03           12/01/02         30
    22100010                             O            11/01/32
    0


    8169857          W96/U57             F          140,000.00         T
                                         180        139,518.60          1
                                       6.000          1,181.40         80
                                       5.750          1,181.40
    NEW SMYRNA BEAC  FL   32169          1            10/15/02         00
    0434834511                           08           12/01/02          0
    22100071                             O            11/01/17
    0


    8169859          W96/U57             F          190,000.00         ZZ
                                         360        189,832.37          1
                                       6.625          1,216.59         56
                                       6.375          1,216.59
    LONGBOAT KEY     FL   34228          5            10/07/02         00
    0434832630                           05           12/01/02          0
    22100031                             O            11/01/32
    0


    8169861          W96/U57             F          140,125.00         ZZ
                                         360        140,027.74          1
                                       7.875          1,016.00         95
                                       7.625          1,016.00
    MIAMI            FL   33196          1            10/09/02         11
    0434832663                           03           12/01/02         30
1


    22100121                             O            11/01/32
    0


    8169863          W96/U57             F           71,250.00         ZZ
                                         360         71,158.81          1
                                       8.250            535.28         95
                                       8.000            535.28
    TALLAHASSEE      FL   32303          1            10/07/02         11
    0434832689                           05           11/01/02         30
    22040284                             O            10/01/32
    0


    8169865          W96/U57             F           68,000.00         ZZ
                                         360         67,848.43          1
                                       7.500            475.47         80
                                       7.250            475.47
    SAINT PETERSBUR  FL   33714          5            09/25/02         00
    0434832697                           05           11/01/02          0
    22070337                             O            10/01/32
    0


    8169869          W96/U57             F          154,715.00         ZZ
                                         240        154,119.27          1
                                       7.000          1,199.50         97
                                       6.750          1,199.50
    LAKELAND         FL   33810          1            09/27/02         11
    0434832739                           03           11/01/02         35
    22080644                             O            10/01/22
    0


    8169875          W96/U57             F          171,000.00         ZZ
                                         360        170,738.98          1
                                       7.375          1,181.05         70
                                       7.125          1,181.05
    FALLBROOK        CA   92028          5            09/25/02         00
    0434832770                           05           11/01/02          0
    22080662                             O            10/01/32
    0


    8169877          W96/U57             F          133,075.00         ZZ
                                         360        132,908.99          1
                                       8.375          1,011.47         95
                                       8.125          1,011.47
    MIAMI            FL   33174          1            09/30/02         12
    0434832804                           01           11/01/02         30
    22080671                             O            10/01/32
    0


1


    8169879          W96/U57             F           96,903.00         ZZ
                                         360         96,755.09          1
                                       7.375            669.28         97
                                       7.125            669.28
    COLUMBUS         OH   43224          1            10/04/02         10
    0434832812                           05           11/01/02         35
    22080672                             O            10/01/32
    0


    8169883          W96/U57             F           83,600.00         ZZ
                                         360         83,463.96          1
                                       8.375            635.42         95
                                       8.125            635.42
    GARFIELD HEIGHT  OH   44105          1            09/27/02         12
    0434832853                           05           11/01/02         30
    22080713                             O            10/01/32
    0


    8169889          W96/U57             F          176,400.00         ZZ
                                         360        176,117.04          1
                                       7.125          1,188.44         90
                                       6.875          1,188.44
    WINTER HAVEN     FL   33880          1            09/30/02         10
    0434832895                           05           11/01/02         25
    22090071                             O            10/01/32
    0


    8169891          W96/U57             F          395,000.00         ZZ
                                         360        394,173.22          1
                                       5.750          2,305.11         79
                                       5.500          2,305.11
    WINTER PARK      FL   32789          5            10/01/02         00
    0434832903                           05           11/01/02          0
    22090074                             O            10/01/32
    0


    8169893          W96/U57             F          189,200.00         ZZ
                                         360        188,881.19          1
                                       6.875          1,242.91         80
                                       6.625          1,242.91
    TACOMA           WA   98446          1            09/23/02         00
    0434832945                           05           11/01/02          0
    22090091                             O            10/01/32
    0


    8169895          W96/U57             F           64,000.00         ZZ
                                         360         63,909.37          1
                                       7.750            458.50         80
                                       7.500            458.50
1


    PENSACOLA        FL   32505          5            10/02/02         00
    0434832952                           05           11/01/02          0
    22090098                             N            10/01/32
    0


    8169897          W96/U57             F          102,000.00         ZZ
                                         360        101,905.53          1
                                       6.375            636.35         80
                                       6.125            636.35
    WINTER SPRINGS   FL   32708          2            10/08/02         00
    0434832960                           03           12/01/02          0
    22090109                             O            11/01/32
    0


    8169901          W96/U57             F           84,100.00         ZZ
                                         240         83,933.59          1
                                       6.750            639.47         68
                                       6.500            639.47
    TAVARES          FL   32778          2            10/07/02         00
    0434832994                           05           12/01/02          0
    22090150                             O            11/01/22
    0


    8169905          W96/U57             F           63,900.00         ZZ
                                         360         63,811.76          1
                                       7.875            463.32         90
                                       7.625            463.32
    ORLANDO          FL   32811          1            09/30/02         11
    0434833034                           05           11/01/02         30
    22090166                             N            10/01/32
    0


    8169909          W96/U57             F           43,200.00         ZZ
                                         360         43,135.68          1
                                       7.500            302.06         90
                                       7.250            302.06
    QUINCY           FL   32352          1            10/03/02         11
    0434833067                           05           11/01/02         30
    22090171                             N            10/01/32
    0


    8169911          W96/U57             F          115,900.00         ZZ
                                         360        115,694.92          1
                                       6.625            742.12         95
                                       6.375            742.12
    MIAMI            FL   33169          2            09/25/02         10
    0434833075                           05           11/01/02         30
    22090179                             O            10/01/32
    0
1




    8169913          W96/U57             F          121,500.00         ZZ
                                         360        121,402.84          1
                                       7.125            818.57         90
                                       6.875            818.57
    KISSIMMEE        FL   34744          5            10/04/02         11
    0434833083                           27           12/01/02         25
    22090202                             O            11/01/32
    0


    8169917          W96/U57             F           87,400.00         T
                                         360         87,166.59          1
                                       7.375            603.65         95
                                       7.125            603.65
    OCALA            FL   34471          1            09/27/02         11
    0434833125                           03           11/01/02         30
    22090223                             O            10/01/32
    0


    8169919          W96/U57             F          140,000.00         ZZ
                                         360        139,867.17          1
                                       6.250            862.00         33
                                       6.000            862.00
    WELLINGTON       FL   33414          5            10/09/02         00
    0434833133                           03           12/01/02          0
    22090226                             N            11/01/32
    0


    8169921          W96/U57             F          114,300.00         ZZ
                                         360        114,157.42          1
                                       8.375            868.76         90
                                       8.125            868.76
    NAPLES           FL   34116          1            10/03/02         11
    0434833141                           05           11/01/02         25
    22090234                             O            10/01/32
    0


    8169923          W96/U57             F           86,400.00         ZZ
                                         360         86,246.82          1
                                       6.375            539.02         80
                                       6.125            539.02
    KISSIMMEE        FL   34758          2            10/07/02         00
    0434833166                           05           12/01/02          0
    22090254                             O            11/01/32
    0


    8169925          W96/U57             F          114,839.00         ZZ
                                         360        114,703.77          1
1


                                       7.500            802.97         95
                                       7.250            802.97
    BRANSON          MO   65616          1            10/11/02         12
    0434833182                           05           12/01/02         30
    22090255                             O            11/01/32
    0


    8169927          W96/U57             F           85,400.00         ZZ
                                         360         85,275.98          1
                                       7.625            604.46         95
                                       7.375            604.46
    FRUITLAND PARK   FL   34731          1            09/27/02         10
    0434833190                           05           11/01/02         35
    22090257                             N            10/01/32
    0


    8169931          W96/U57             F          298,000.00         ZZ
                                         360        297,459.76          1
                                       6.500          1,883.56         72
                                       6.250          1,883.56
    LAKE MARY        FL   32746          2            09/26/02         00
    0434833224                           05           11/01/02          0
    22090277                             O            10/01/32
    0


    8169935          W96/U57             F          116,000.00         ZZ
                                         360        115,794.75          1
                                       6.625            742.76         80
                                       6.375            742.76
    MIAMI            FL   33183          1            10/07/02         00
    0434834792                           08           11/01/02          0
    22090295                             O            10/01/32
    0


    8169939          W96/U57             F           61,500.00         ZZ
                                         360         61,441.64          1
                                       6.250            378.67         65
                                       6.000            378.67
    COLUMBUS         OH   43227          2            10/04/02         00
    0434833240                           05           12/01/02          0
    22090300                             N            11/01/32
    0


    8169941          W96/U57             F           66,500.00         ZZ
                                         360         66,412.71          1
                                       8.125            493.76         95
                                       7.875            493.76
    ZEPHYRHILLS      FL   33542          1            10/04/02         12
    0434833265                           05           11/01/02         30
1


    22090365                             O            10/01/32
    0


    8169945          W96/U57             F          155,103.00         ZZ
                                         360        154,888.82          1
                                       7.875          1,124.60         97
                                       7.625          1,124.60
    KISSIMMEE        FL   34743          1            10/01/02         11
    0434833281                           03           11/01/02         35
    22090322                             O            10/01/32
    0


    8169947          W96/U57             F           66,800.00         ZZ
                                         360         66,705.41          1
                                       7.750            478.56         80
                                       7.500            478.56
    LAKE MARY        FL   32746          1            10/01/02         00
    0434833299                           05           11/01/02          0
    22090356                             N            10/01/32
    0


    8169949          W96/U57             F           97,200.00         ZZ
                                         360         97,062.36          1
                                       7.750            696.35         90
                                       7.500            696.35
    ORLANDO          FL   32822          1            09/27/02         11
    0434833307                           05           11/01/02         25
    22090357                             O            10/01/32
    0


    8169951          W96/U57             F          130,104.00         ZZ
                                         180        129,580.78          1
                                       6.625          1,142.31         90
                                       6.375          1,142.31
    ORLANDO          FL   32822          1            10/04/02         11
    0434833315                           05           12/01/02         30
    22090362                             N            11/01/17
    0


    8169953          W96/U57             F           70,200.00         ZZ
                                         360         70,110.17          1
                                       8.250            527.39         90
                                       8.000            527.39
    TAMPA            FL   33617          1            10/02/02         11
    0434833331                           05           11/01/02         25
    22090363                             O            10/01/32
    0


1


    8170585          Q57/U57             F          465,000.00         ZZ
                                         360        464,548.05          1
                                       6.125          2,825.39         78
                                       5.875          2,825.39
    MIAMI            FL   33156          5            10/21/02         00
    0434835641                           03           12/01/02          0
    52600262                             O            11/01/32
    0


    8170783          Q57/U57             F          392,000.00         ZZ
                                         360        391,628.06          1
                                       6.250          2,413.61         80
                                       6.000          2,413.61
    HUNTINGTON BEAC  CA   92646          1            10/22/02         00
    0434837027                           05           12/01/02          0
    10003732                             O            11/01/32
    0


    8170811          Q57/U57             F          433,000.00         ZZ
                                         360        432,608.57          1
                                       6.500          2,736.85         77
                                       6.250          2,736.85
    SOUTH PASADENA   CA   91030          5            10/22/02         00
    0434837431                           05           12/01/02          0
    10002944                             O            11/01/32
    0


    8170895          196/U57             F          650,000.00         ZZ
                                         360        649,397.97          1
                                       6.375          4,055.16         54
                                       6.125          4,055.16
    BELMONT          MA   02478          2            10/18/02         00
    0434915443                           05           12/01/02          0
    1329817                              O            11/01/32
    0


    8171013          196/U57             F          440,000.00         ZZ
                                         360        439,592.47          1
                                       6.375          2,745.03         80
                                       6.125          2,745.03
    VALLEY CENTER    CA   92082          5            10/04/02         00
    0434914784                           05           12/01/02          0
    1570323                              O            11/01/32
    0


    8171037          196/U57             F          320,500.00         ZZ
                                         360        319,904.72          1
                                       6.375          1,999.51         73
                                       6.125          1,999.51
1


    ORANGE           CA   92869          5            09/27/02         00
    0434915146                           05           11/01/02          0
    1571442                              O            10/01/32
    0


    8171049          196/U57             F          467,000.00         ZZ
                                         180        465,394.18          1
                                       6.000          3,940.82         75
                                       5.750          3,940.82
    SIMI VALLEY      CA   93065          2            10/17/02         00
    0434898201                           03           12/01/02          0
    1572783                              O            11/01/17
    0


    8171315          196/U57             F          336,000.00         ZZ
                                         360        335,673.42          1
                                       6.125          2,041.58         80
                                       5.875          2,041.58
    FULLERTON        CA   92833          1            10/26/02         00
    0434945747                           05           12/01/02          0
    1580665                              O            11/01/32
    0


    8171345          196/U57             F          352,000.00         ZZ
                                         360        351,666.00          1
                                       6.250          2,167.33         80
                                       6.000          2,167.33
    MILPITAS         CA   95035          1            10/10/02         00
    0434883443                           05           12/01/02          0
    1581826                              O            11/01/32
    0


    8171493          Q57/U57             F           48,500.00         ZZ
                                         360         48,465.77          1
                                       7.750            347.46         71
                                       7.500            347.46
    LOUISVILLE       KY   40217          5            10/21/02         00
    0434836706                           05           12/01/02          0
    52000232                             N            11/01/32
    0


    8172871          E63/U56             F           53,000.00         ZZ
                                         360         52,966.21          1
                                       8.250            398.17        100
                                       7.750            398.17
    YOUNGWOOD        PA   15697          1            10/31/02         23
    0434914180                           05           12/01/02          0
    1000096035                           O            11/01/32
    0
1




    8173109          E63/U57             F           95,550.00         ZZ
                                         360         95,517.74          1
                                      11.250            928.04        100
                                      10.750            928.04
    OKLAHOMA CITY    OK   73120          1            10/11/02         23
    0434877676                           05           12/01/02          0
    1000095094                           O            11/01/32
    0


    8173227          E63/U57             F           52,000.00         ZZ
                                         360         51,974.43          1
                                       9.500            437.24        100
                                       9.000            437.24
    ANNISTON         AL   36201          1            10/15/02         23
    0434875159                           05           12/01/02          0
    1000095264                           O            11/01/32
    0


    8173283          E63/U57             F           70,200.00         ZZ
                                         360         70,151.69          1
                                       7.875            509.00         97
                                       7.375            509.00
    LIVONIA          LA   70755          5            10/23/02         23
    0434873576                           05           12/01/02          0
    1000095429                           O            11/01/32
    0


    8173295          E63/U57             F          140,000.00         ZZ
                                         360        139,917.34          1
                                       8.625          1,088.91        100
                                       8.125          1,088.91
    MIAMI            FL   33157          1            10/15/02         23
    0434906343                           05           12/01/02          0
    1000095444                           O            11/01/32
    0


    8173299          E63/U57             F          258,000.00         ZZ
                                         360        257,835.48          1
                                       8.250          1,938.27        100
                                       7.750          1,938.27
    RANCHO CUCAMONG  CA   91730          1            10/16/02         23
    0434867263                           05           12/01/02          0
    1000095451                           O            11/01/32
    0


    8173305          E63/U56             F          130,000.00         ZZ
                                         360        129,936.06          1
1


                                       9.500          1,093.11        100
                                       9.000          1,093.11
    NORTH MIAMI      FL   33161          1            11/04/02         23
    0434884789                           05           12/01/02          0
    1000095477                           O            11/01/32
    0


    8173355          R84/G01             F          264,000.00         ZZ
                                         360        263,755.48          1
                                       6.375          1,647.02         80
                                       6.125          1,647.02
    YELM             WA   98597          1            10/10/02         00
    0434879474                           05           12/01/02          0
    229                                  O            11/01/32
    0


    8173571          E63/U57             F          174,500.00         ZZ
                                         360        174,370.50          1
                                       7.500          1,220.13        100
                                       7.000          1,220.13
    FRENCHTOWN       MT   59834          1            10/17/02         23
    0434896031                           05           12/01/02          0
    1000095569                           O            11/01/32
    0


    8173609          E63/U57             F           57,000.00         ZZ
                                         360         56,963.66          1
                                       8.250            428.22        100
                                       7.750            428.22
    GILA BEND        AZ   85337          1            10/21/02         23
    0434889390                           05           12/01/02          0
    1000095700                           O            11/01/32
    0


    8173707          E63/U57             F          115,000.00         ZZ
                                         360        114,924.78          1
                                       8.125            853.87        100
                                       7.625            853.87
    FRANKFORT        KY   40601          5            10/10/02         23
    0434895843                           05           12/01/02          0
    1000095880                           O            11/01/32
    0


    8173799          E63/U56             F          100,000.00         ZZ
                                         360         99,936.23          1
                                       8.250            751.27        100
                                       7.750            751.27
    ABERDEEN         WA   98520          1            10/09/02         23
    0434886495                           05           12/01/02          0
1


    1000091958                           O            11/01/32
    0


    8174015          E63/U57             F          138,000.00         ZZ
                                         360        137,938.82          1
                                       9.990          1,210.03        100
                                       9.490          1,210.03
    OGDEN            UT   84403          1            10/01/02         23
    0434902755                           05           12/01/02          0
    1000093039                           O            11/01/32
    0


    8174025          E63/U57             F           77,500.00         ZZ
                                         360         77,441.38          1
                                      10.750            723.45        100
                                      10.250            723.45
    AUBURN           KY   42206          5            09/30/02         23
    0434873535                           05           11/01/02          0
    1000093062                           O            10/01/32
    0


    8174117          E63/U57             F          119,000.00         ZZ
                                         360        118,924.12          1
                                       8.250            894.01        100
                                       7.750            894.01
    VICTORVILLE      CA   92394          5            10/11/02         23
    0434885596                           03           12/01/02          0
    1000093388                           O            11/01/32
    0


    8174257          E63/U56             F          131,000.00         ZZ
                                         360        130,916.47          1
                                       8.250            984.16        100
                                       7.750            984.16
    MERCED           CA   95348          1            10/08/02         23
    0434889432                           05           12/01/02          0
    1000093676                           O            11/01/32
    0


    8175509          E63/U57             F          140,000.00         ZZ
                                         360        139,908.42          1
                                       8.125          1,039.50        100
                                       7.625          1,039.50
    FRESNO           CA   93726          1            10/28/02         23
    0434880951                           05           12/01/02          0
    1000097974                           O            11/01/32
    0


1


    8175601          E63/U57             F           57,000.00         ZZ
                                         360         56,965.47          1
                                       8.500            438.28        100
                                       8.000            438.28
    TROY             AL   36081          1            10/31/02         23
    0434884631                           05           12/01/02          0
    1500000197                           O            11/01/32
    0


    8175617          E63/U56             F          147,600.00         ZZ
                                         360        147,498.43          1
                                       7.875          1,070.20        100
                                       7.375          1,070.20
    HIDDEN VALLEY    PA   15502          1            10/09/02         23
    0434885083                           05           12/01/02          0
    1500000225                           O            11/01/32
    0


    8175863          W93/U57             F          385,000.00         ZZ
                                         360        384,634.70          1
                                       6.250          2,370.51         68
                                       6.000          2,370.51
    LONG BEACH       CA   90807          5            10/09/02         00
    0434880720                           05           12/01/02          0
    67421477                             O            11/01/32
    0


    8175871          W93/U57             F          285,300.00         ZZ
                                         360        285,042.09          1
                                       6.500          1,803.29         90
                                       6.250          1,803.29
    SANTA ANA        CA   92705          1            10/17/02         04
    0434870630                           05           12/01/02         25
    67421836                             O            11/01/32
    0


    8175963          W93/U57             F          190,000.00         ZZ
                                         360        189,824.02          1
                                       6.375          1,185.36         80
                                       6.125          1,185.36
    BALDWIN PARK     CA   91706          5            10/10/02         00
    0434872586                           05           12/01/02          0
    67402366                             O            11/01/32
    0


    8175993          E63/U57             F           83,000.00         ZZ
                                         360         82,949.72          1
                                       8.500            638.20        100
                                       8.000            638.20
1


    OMAHA            NE   68104          5            10/25/02         23
    0434896916                           05           12/01/02          0
    1000096290                           O            11/01/32
    0


    8175997          W93/U57             F          150,000.00         ZZ
                                         360        149,873.98          1
                                       6.875            985.40         75
                                       6.625            985.40
    ORANGE           CA   92865          1            10/09/02         00
    0434880548                           09           12/01/02          0
    67420985                             O            11/01/32
    0


    8176105          W93/U57             F          254,400.00         ZZ
                                         360        254,158.61          1
                                       6.250          1,566.39         80
                                       6.000          1,566.39
    PETALUMA         CA   94954          1            10/04/02         00
    0434871505                           03           12/01/02          0
    21418996                             O            11/01/32
    0


    8176281          E63/U57             F          260,000.00         ZZ
                                         360        259,846.50          1
                                       8.625          2,022.25        100
                                       8.125          2,022.25
    GILBERT          AZ   85296          1            10/21/02         23
    0434889218                           05           12/01/02          0
    1000096748                           O            11/01/32
    0


    8176691          E63/U56             F          131,740.00         ZZ
                                         360        131,647.02          1
                                       7.750            943.80        100
                                       7.250            943.80
    LEANDER          TX   78641          1            10/31/02         23
    0434909677                           03           12/01/02          0
    1000097784                           O            11/01/32
    0


    8178277          R54/U57             F           54,150.00         ZZ
                                         360         54,123.37          1
                                       9.500            455.32         95
                                       9.000            455.32
    PHILADELPHIA     TN   37846          5            09/27/02         23
    0434909735                           05           12/01/02          0
    1000001510                           O            11/01/32
    0
1




    8178301          R54/U57             F           65,000.00         ZZ
                                         240         64,915.78          1
                                      10.125            632.66        100
                                       9.625            632.66
    EAST BREWTON     AL   36426          5            10/17/02         23
    0434910931                           05           12/01/02          0
    1000001557                           O            11/01/22
    0


    8178361          R54/U57             F          130,000.00         ZZ
                                         180        129,881.40          1
                                       9.875          1,128.85        100
                                       9.375          1,128.85
    ALABASTER        AL   35007          5            09/16/02         23
    0434903761                           05           11/01/02          0
    2000004490                           O            10/01/17
    0


    8178463          R54/U57             F           52,000.00         ZZ
                                         360         51,979.34          1
                                      10.500            475.66        100
                                      10.000            475.66
    AMELIA           LA   70340          1            10/22/02         23
    0434905584                           05           12/01/02          0
    2000004752                           O            11/01/32
    0


    8178475          R54/U57             F           69,000.00         ZZ
                                         360         68,964.22          1
                                       9.250            567.65        100
                                       8.750            567.65
    JONESBORO        AR   72404          5            10/09/02         23
    0434923942                           05           12/01/02          0
    2000004768                           O            11/01/32
    0


    8178487          R54/U57             F          112,575.00         ZZ
                                         360        112,472.72          1
                                       9.875            977.54         95
                                       9.375            977.54
    MABELVALE        AR   72103          1            10/23/02         23
    0434925772                           05           12/01/02          0
    2000004794                           O            11/01/32
    0


    8178507          R54/U57             F          110,000.00         ZZ
                                         360        109,948.68          1
1


                                       9.750            945.07        100
                                       9.250            945.07
    WICHITA FALLS    TX   76305          1            10/28/02         23
    0434911665                           05           12/01/02          0
    2000004823                           O            11/01/32
    0


    8178539          R54/U57             F           57,000.00         ZZ
                                         360         56,974.92          1
                                      10.025            501.27        100
                                       9.525            501.27
    WHISTLER         AL   36612          1            10/30/02         23
    0434922795                           05           12/01/02          0
    2000004842                           O            11/01/32
    0


    8178547          R54/U57             F           55,100.00         ZZ
                                         360         55,073.61          1
                                       9.625            468.34         95
                                       9.125            468.34
    HOWE             OK   74940          5            10/15/02         23
    0434916367                           05           12/01/02          0
    2000004848                           O            11/01/32
    0


    8178615          R54/U57             F           75,050.00         ZZ
                                         360         75,014.98          1
                                       9.750            644.80         95
                                       9.250            644.80
    CONCORD          VA   24538          5            10/26/02         23
    0434922605                           05           12/01/02          0
    3000000818                           O            11/01/32
    0


    8179043          147/U57             F           55,250.00         ZZ
                                         360         55,211.49          1
                                      11.125            531.38         85
                                      10.625            531.38
    ALEXANDRIA       LA   71301          1            09/16/02         23
    0434863692                           05           11/01/02          0
    10488080                             O            10/01/32
    0


    8179051          147/U57             F           93,000.00         ZZ
                                         360         92,842.52          1
                                       6.850            609.39        100
                                       6.350            609.39
    MURFREESBORO     TN   37127          5            09/09/02         23
    0434850061                           05           11/01/02          0
1


    10489102                             O            10/01/32
    0


    8179117          147/U57             F          260,100.00         ZZ
                                         360        259,843.12          1
                                       9.500          2,187.06         90
                                       9.000          2,187.06
    MEDFORD          NY   11763          1            09/16/02         23
    0434867131                           05           11/01/02          0
    10494352                             N            10/01/32
    0


    8179123          147/U57             F          148,625.00         ZZ
                                         360        148,392.42          1
                                       7.250          1,013.88         73
                                       6.750          1,013.88
    BALDWIN PARK     CA   91706          5            09/19/02         00
    0434851788                           05           11/01/02          0
    10495095                             O            10/01/32
    0


    8179159          147/U57             F          125,000.00         ZZ
                                         360        124,773.37          1
                                       6.500            790.09         65
                                       6.000            790.09
    MONTCLAIR        CA   91763          2            09/24/02         00
    0434851937                           05           11/01/02          0
    10497213                             O            10/01/32
    0


    8179243          147/U57             F          271,600.00         ZZ
                                         360        271,233.57          1
                                       7.990          1,991.01         97
                                       7.490          1,991.01
    SANTA CLARITA    CA   91350          1            09/27/02         23
    0434851879                           05           11/01/02          0
    10498875                             O            10/01/32
    0


    8179257          147/U57             F          207,500.00         ZZ
                                         360        207,353.54          1
                                       7.750          1,486.56         52
                                       7.250          1,486.56
    TUCSON           AZ   85739          5            10/17/02         00
    0434863866                           05           12/01/02          0
    10499431                             O            11/01/32
    0


1


    8179285          147/U57             F           68,425.00         ZZ
                                         360         68,383.55          1
                                       8.500            526.13         85
                                       8.000            526.13
    LAKE CHARLES     LA   70607          5            10/07/02         23
    0434851499                           05           12/01/02          0
    10500984                             O            11/01/32
    0


    8179777          W98/G01             F          239,920.00         ZZ
                                         360        239,692.35          1
                                       6.250          1,477.23         80
                                       6.000          1,477.23
    HERNDON          VA   20170          1            10/25/02         00
    0434888384                           03           12/01/02          0
    F0210038                             O            11/01/32
    0


    8179959          E22/G01             F          256,000.00         ZZ
                                         360        256,000.00          1
                                       7.750          1,834.02         80
                                       7.500          1,834.02
    KATY             TX   77494          1            11/05/02         00
    0414984658                           03           01/01/03          0
    0414984658                           O            12/01/32
    0


    8181937          W96/U57             F          119,000.00         ZZ
                                         360        118,835.68          1
                                       7.875            862.83         85
                                       7.625            862.83
    ORLANDO          FL   32818          5            09/26/02         12
    0434838801                           05           11/01/02         20
    22090328                             O            10/01/32
    0


    8182993          964/U57             F          352,300.00         ZZ
                                         360        351,981.51          1
                                       6.500          2,226.78         79
                                       6.250          2,226.78
    NORTHRIDGE (ARE  CA   91325          5            10/23/02         00
    0434859005                           05           12/01/02          0
    271030                               O            11/01/32
    0


    8182997          964/U57             F          480,000.00         ZZ
                                         180        478,314.03          1
                                       5.750          3,985.97         80
                                       5.500          3,985.97
1


    ROSEVILLE        CA   95661          5            10/16/02         00
    0434896445                           03           12/01/02          0
    265770                               O            11/01/17
    0


    8183005          964/U57             F          124,950.00         ZZ
                                         360        124,831.44          1
                                       6.250            769.34         80
                                       6.000            769.34
    SAINT HELENS     OR   97051          1            10/23/02         00
    0434859450                           03           12/01/02          0
    278783                               O            11/01/32
    0


    8183009          964/U57             F          173,375.00         ZZ
                                         360        173,222.03          1
                                       6.625          1,110.14         95
                                       6.375          1,110.14
    LEAGUE CITY      TX   77573          1            10/09/02         01
    0434860524                           03           12/01/02         30
    278337                               O            11/01/32
    0


    8183013          964/U57             F          127,000.00         ZZ
                                         360        126,885.19          1
                                       6.500            802.73         80
                                       6.250            802.73
    NEOTSU           OR   97364          1            10/19/02         00
    0434854642                           05           12/01/02          0
    283137                               N            11/01/32
    0


    8183017          964/U57             F          172,700.00         ZZ
                                         360        172,523.92          1
                                       5.875          1,021.59         50
                                       5.625          1,021.59
    HOLLYWOOD        CA   90046          2            10/02/02         00
    0434846051                           01           12/01/02          0
    253444                               O            11/01/32
    0


    8183021          964/U57             F          300,000.00         ZZ
                                         360        299,708.42          1
                                       6.125          1,822.83         64
                                       5.875          1,822.83
    ARROYO GRANDE    CA   93420          1            10/19/02         00
    0434842951                           03           12/01/02          0
    288910                               O            11/01/32
    0
1




    8183025          964/U57             F          300,000.00         ZZ
                                         360        299,715.35          1
                                       6.250          1,847.15         50
                                       6.000          1,847.15
    EL DORADO HILLS  CA   95762          5            10/22/02         00
    0434844007                           03           12/01/02          0
    271213                               O            11/01/32
    0


    8183029          964/U57             F          300,700.00         ZZ
                                         360        300,414.69          1
                                       6.250          1,851.46         80
                                       6.000          1,851.46
    CASTLE ROCK      CO   80108          2            10/22/02         00
    0434848636                           03           12/01/02          0
    276505                               O            11/01/32
    0


    8183037          964/U57             F          300,000.00         ZZ
                                         360        299,708.42          1
                                       6.125          1,822.83         64
                                       5.875          1,822.83
    NEWBERG          OR   97132          5            10/15/02         00
    0434845574                           05           12/01/02          0
    274628                               O            11/01/32
    0


    8183041          964/U57             F          341,000.00         ZZ
                                         360        340,676.44          1
                                       6.250          2,099.60         72
                                       6.000          2,099.60
    RENO             NV   89509          5            10/23/02         00
    0434892048                           05           12/01/02          0
    278868                               O            11/01/32
    0


    8183045          964/U57             F          348,000.00         ZZ
                                         360        347,661.76          1
                                       6.125          2,114.49         80
                                       5.875          2,114.49
    CAMINO           CA   95709          1            10/04/02         00
    0434846515                           05           12/01/02          0
    256469                               O            11/01/32
    0


    8183051          964/U57             F          147,750.00         ZZ
                                         360        147,622.79          1
1


                                       6.750            958.30         75
                                       6.500            958.30
    EUGENE           OR   97405          1            10/18/02         00
    0434853883                           05           12/01/02          0
    284770                               N            11/01/32
    0


    8183061          964/U57             F          130,800.00         ZZ
                                         360        130,684.59          1
                                       6.625            837.53         80
                                       6.375            837.53
    PORTLAND         OR   97206          1            10/16/02         00
    0434847950                           05           12/01/02          0
    277138                               O            11/01/32
    0


    8183065          964/U57             F          179,000.00         ZZ
                                         180        178,344.19          1
                                       5.250          1,438.94         46
                                       5.000          1,438.94
    NEWARK           CA   94560          2            10/18/02         00
    0434867693                           05           12/01/02          0
    267083                               O            11/01/17
    0


    8183069          964/U57             F          480,000.00         ZZ
                                         360        479,566.07          1
                                       6.500          3,033.93         80
                                       6.250          3,033.93
    PASADENA         CA   91104          5            10/18/02         00
    0434851739                           05           12/01/02          0
    241221                               O            11/01/32
    0


    8183073          964/U57             F          117,300.00         ZZ
                                         360        117,191.36          1
                                       6.375            731.80         72
                                       6.125            731.80
    JOHN DAY         OR   97845          2            10/18/02         00
    0434858866                           27           12/01/02          0
    260396                               O            11/01/32
    0


    8183077          964/U57             F           52,000.00         ZZ
                                         180         51,819.28          1
                                       5.875            435.30         57
                                       5.625            435.30
    TAOS             NM   87571          1            10/23/02         00
    0434855581                           05           12/01/02          0
1


    280516                               O            11/01/17
    0


    8183081          964/U57             F          196,650.00         ZZ
                                         360        196,408.20          1
                                       4.875          1,040.69         37
                                       4.625          1,040.69
    WALNUT CREEK     CA   94596          2            10/09/02         00
    0434847216                           05           12/01/02          0
    273334                               O            11/01/32
    0


    8183085          964/U57             F          109,650.00         ZZ
                                         360        109,550.88          1
                                       6.500            693.06         80
                                       6.250            693.06
    MOUNDHOUSE       NV   89706          1            10/20/02         00
    0434859526                           03           12/01/02          0
    234063                               O            11/01/32
    0


    8183089          964/U57             F          200,990.00         ZZ
                                         360        200,803.84          1
                                       6.375          1,253.92         90
                                       6.125          1,253.92
    LAS VEGAS        NV   89148          1            10/17/02         10
    0434854964                           03           12/01/02         30
    278134                               O            11/01/32
    0


    8183137          964/U57             F          400,000.00         ZZ
                                         360        399,629.52          1
                                       6.375          2,495.48         80
                                       6.125          2,495.48
    SAN FRANCISCO    CA   94134          1            10/08/02         00
    0434854543                           05           12/01/02          0
    266756                               O            11/01/32
    0


    8184971          K52/U56             F           65,455.00         ZZ
                                         360         65,391.01          1
                                       9.550            552.78         95
                                       9.050            552.78
    AUBURN           NY   13021          1            10/02/02         23
    0434880910                           05           11/07/02          0
    220121                               O            10/07/32
    0


1


    8185015          K52/U56             F          198,000.00         ZZ
                                         180        197,806.33          1
                                       9.700          1,693.87        100
                                       9.200          1,693.87
    ALLEN            TX   75002          1            10/04/02         23
    0434893335                           05           11/12/02          0
    242508                               O            10/12/17
    0


    8185031          K52/U56             F          140,600.00         ZZ
                                         360        140,410.72          1
                                       9.900          1,223.49         95
                                       9.400          1,223.49
    TOMBALL          TX   77375          1            10/09/02         23
    0434881272                           05           11/14/02          0
    232665                               O            10/14/32
    0


    8185035          K52/U56             F          116,850.00         ZZ
                                         180        116,724.49          1
                                       9.100            948.63         95
                                       8.600            948.63
    CEDAR HILL       MO   63016          5            10/09/02         23
    0434895934                           05           11/20/02          0
    240416                               O            10/20/17
    0


    8185037          K52/U56             F          105,600.00         ZZ
                                         360        105,478.04          1
                                       8.750            830.76         88
                                       8.250            830.76
    SHAWNEE          OK   74804          5            10/08/02         23
    0434881231                           05           11/20/02          0
    242499                               O            10/20/32
    0


    8185043          K52/U56             F          114,000.00         ZZ
                                         360        113,871.03          1
                                       8.850            905.00         95
                                       8.350            905.00
    BON AQUA         TN   37025          5            10/08/02         23
    0434881793                           05           11/20/02          0
    244332                               O            10/20/32
    0


    8185085          K52/U56             F           79,360.00         ZZ
                                         240         79,116.89          1
                                       8.850            706.39         90
                                       8.350            706.39
1


    HOUSTON          TX   77014          2            10/11/02         23
    0434881496                           05           11/23/02          0
    237787                               O            10/23/22
    0


    8185103          K52/U56             F          105,000.00         ZZ
                                         240        104,680.38          1
                                       8.900            937.97        100
                                       8.400            937.97
    ELGIN            SC   29045          5            10/11/02         23
    0434895983                           05           11/22/02          0
    245425                               O            10/22/22
    0


    8185143          K52/U56             F           50,065.00         ZZ
                                         360         49,991.00          1
                                       9.600            424.64         95
                                       9.100            424.64
    HERMINIE         PA   15637          1            10/15/02         23
    0434893590                           05           11/21/02          0
    234849                               O            10/21/32
    0


    8185147          K52/U56             F          274,550.00         ZZ
                                         360        274,363.75          1
                                      11.250          2,666.60         95
                                      10.750          2,666.60
    HAMPTON BAYS     NY   11946          1            10/15/02         23
    0434893582                           05           11/20/02          0
    240524                               O            10/20/32
    0


    8185155          K52/U56             F          208,050.00         ZZ
                                         360        207,826.56          1
                                       9.100          1,689.01         95
                                       8.600          1,689.01
    PATTERSON        NY   12563          1            10/15/02         23
    0434893723                           05           11/29/02          0
    245568                               O            10/29/32
    0


    8185209          K52/U56             F          120,000.00         ZZ
                                         360        119,934.45          1
                                       9.000            965.55        100
                                       8.500            965.55
    DENHAM SPRINGS   LA   70726          2            10/18/02         23
    0434893012                           05           12/01/02          0
    240874                               O            11/01/32
    0
1




    8185221          K52/U56             F           78,000.00         ZZ
                                         360         77,926.14          1
                                       9.700            667.28        100
                                       9.200            667.28
    LAKE ARIEL       PA   18436          1            10/18/02         23
    0434893426                           05           11/23/02          0
    245277                               O            10/23/32
    0


    8185225          K52/U56             F          308,750.00         ZZ
                                         360        308,500.86          1
                                      10.450          2,812.73         95
                                       9.950          2,812.73
    OLIVE BRANCH     MS   38654          2            10/21/02         23
    0434893178                           05           11/30/02          0
    246000                               O            10/30/32
    0


    8185241          K52/U56             F           90,000.00         ZZ
                                         180         89,913.75          1
                                       8.850            714.47         90
                                       8.350            714.47
    FARMINGTON       NM   87401          5            10/22/02         23
    0434895215                           05           12/02/02          0
    235659                               O            11/02/17
    0


    8185249          K52/U56             F           85,000.00         ZZ
                                         180         84,943.54          1
                                       8.050            626.67        100
                                       7.550            626.67
    PONTIAC          MI   48342          5            10/22/02         23
    0434893236                           05           12/02/02          0
    240348                               O            11/02/17
    0


    8185275          K52/U56             F          169,860.00         ZZ
                                         360        169,667.85          1
                                       8.850          1,348.44         95
                                       8.350          1,348.44
    EULESS           TX   76039          1            10/23/02         23
    0434893251                           05           11/28/02          0
    242117                               O            10/28/32
    0


    8185309          K52/U56             F           80,750.00         ZZ
                                         180         80,703.06          1
1


                                       8.700            632.38         95
                                       8.200            632.38
    ALEXANDER CITY   AL   35010          5            10/24/02         23
    0434881041                           05           12/03/02          0
    249786                               O            11/03/17
    0


    8185323          K52/U56             F          140,000.00         ZZ
                                         360        139,913.42          1
                                       8.400          1,066.58        100
                                       7.900          1,066.58
    HARTFORD         CT   06114          5            10/25/02         23
    0434895835                           05           12/04/02          0
    246380                               O            11/04/32
    0


    8185335          K52/U56             F           78,200.00         ZZ
                                         240         78,079.91          1
                                       8.800            693.56         85
                                       8.300            693.56
    HOUSTON          TX   77087          2            10/30/02         23
    0434895389                           05           12/09/02          0
    246322                               O            11/09/22
    0


    8185359          K52/U56             F          117,800.00         ZZ
                                         360        117,735.52          1
                                       8.990            947.00         95
                                       8.490            947.00
    MYRTLE BEACH     SC   29588          5            10/30/02         23
    0434895900                           05           12/09/02          0
    226190                               O            11/09/32
    0


    8185365          K52/U56             F           56,500.00         ZZ
                                         240         56,418.58          1
                                       9.300            519.30        100
                                       8.800            519.30
    BEARDSTOWN       IL   62618          1            10/30/02         23
    0434893707                           05           12/04/02          0
    238377                               O            11/04/22
    0


    8185373          K52/U56             F           66,500.00         ZZ
                                         360         66,462.13          1
                                       8.800            525.54         95
                                       8.300            525.54
    DU BOIS          PA   15801          1            10/30/02         23
    0434895173                           05           12/04/02          0
1


    250051                               O            11/04/32
    0


    8185375          K52/U56             F          275,000.00         ZZ
                                         360        274,826.42          1
                                       8.300          2,075.66        100
                                       7.800          2,075.66
    WAPPINGERS FALL  NY   12590          1            10/31/02         23
    0434893715                           05           12/05/02          0
    225061                               O            11/05/32
    0


    8185383          K52/U56             F          135,000.00         ZZ
                                         180        134,940.27          1
                                      10.000          1,184.73        100
                                       9.500          1,184.73
    TAMARAC          FL   33321          1            10/30/02         23
    0434880985                           05           12/04/02          0
    244983                               O            11/04/17
    0


    8185393          K52/U56             F           83,125.00         ZZ
                                         180         83,080.52          1
                                       9.100            674.84         95
                                       8.600            674.84
    FARMINGTON       AR   72730          5            10/31/02         23
    0434896049                           05           12/10/02          0
    249952                               O            11/10/17
    0


    8185409          K52/U56             F          142,500.00         ZZ
                                         180        142,423.76          1
                                       9.100          1,156.86         95
                                       8.600          1,156.86
    ASHEVILLE        NC   28804          1            11/01/02         23
    0434896098                           05           12/03/02          0
    247052                               O            11/03/17
    0


    8185425          K52/U56             F           68,000.00         ZZ
                                         360         67,925.42          1
                                       9.000            547.15        100
                                       8.500            547.15
    SORRENTO         LA   70778          5            10/14/02         23
    0434881462                           05           11/23/02          0
    242226                               O            10/23/32
    0


1


    8185957          286/286             F          152,400.00         ZZ
                                         180        151,382.32          1
                                       6.375          1,317.12         56
                                       6.125          1,317.12
    UNIVERSITY PARK  TX   75225          2            09/17/02         00
    1488338                              05           11/01/02          0
    1488338                              N            10/01/17
    0


    8185961          286/286             F           54,000.00         ZZ
                                         180         53,640.47          1
                                       6.500            470.40         90
                                       6.250            470.40
    AUSTIN           TX   78721          1            09/17/02         11
    1535262                              05           11/01/02         20
    1535262                              N            10/01/17
    0


    8185965          286/286             F           60,800.00         ZZ
                                         180         60,385.25          1
                                       6.125            517.18         80
                                       5.875            517.18
    GRAPEVINE        TX   76051          1            09/05/02         00
    1496117                              05           11/01/02          0
    1496117                              O            10/01/17
    0


    8186047          286/286             F           49,600.00         ZZ
                                         360         49,520.42          1
                                       7.125            334.17         79
                                       6.875            334.17
    AKRON            OH   44310          5            09/11/02         00
    1513393                              05           11/01/02          0
    1513393                              N            10/01/32
    0


    8186055          286/286             F           75,500.00         ZZ
                                         360         75,381.84          1
                                       7.250            515.05         80
                                       7.000            515.05
    MESA             AZ   85215          1            09/26/02         00
    1585136                              03           11/01/02          0
    1585136                              O            10/01/32
    0


    8186067          286/286             F          117,900.00         ZZ
                                         360        117,724.45          1
                                       7.500            824.38         90
                                       7.250            824.38
1


    AURORA           IL   60505          1            09/16/02         10
    1520901                              05           11/01/02         25
    1520901                              N            10/01/32
    0


    8186079          286/286             F          106,320.00         ZZ
                                         360        106,122.53          1
                                       6.375            663.30         80
                                       6.125            663.30
    NORMAL           IL   61761          1            09/27/02         00
    1560395                              05           11/01/02          0
    1560395                              O            10/01/32
    0


    8186085          286/286             F          134,350.00         T
                                         360        134,144.89          1
                                       7.375            927.93         80
                                       7.125            927.93
    MIAMI            FL   33174          1            09/25/02         00
    1543201                              01           11/01/02          0
    1543201                              O            10/01/32
    0


    8186091          286/286             F          152,000.00         T
                                         360        150,772.91          1
                                       7.625          1,075.85         80
                                       7.375          1,075.85
    MIAMI            FL   33186          1            09/13/02         00
    1550335                              03           11/01/02          0
    1550335                              O            10/01/32
    0


    8186103          286/286             F          276,000.00         ZZ
                                         360        275,523.38          1
                                       6.750          1,790.14         80
                                       6.500          1,790.14
    SAN DIEGO        CA   92130          1            09/19/02         00
    1558870                              01           11/01/02          0
    1558870                              O            10/01/32
    0


    8186125          286/286             F          128,000.00         T
                                         360        127,814.11          1
                                       7.625            905.98         80
                                       7.375            905.98
    BOYNTON BEACH    FL   33436          1            09/20/02         00
    1581510                              03           11/01/02          0
    1581510                              O            10/01/32
    0
1




    8186131          286/286             F          153,520.00         ZZ
                                         360        153,140.25          1
                                       7.000          1,021.38         80
                                       6.750          1,021.38
    COLORADO SPRING  CO   80917          1            08/23/02         00
    1485061                              05           10/01/02          0
    1485061                              O            09/01/32
    0


    8186137          286/286             F          126,400.00         ZZ
                                         360        126,170.84          1
                                       6.500            798.94         80
                                       6.250            798.94
    HANSVILLE        WA   98340          1            09/18/02         00
    1527281                              03           11/01/02          0
    1527281                              O            10/01/32
    0


    8186143          286/286             F          128,000.00         ZZ
                                         360        127,778.96          1
                                       6.750            830.21         80
                                       6.500            830.21
    LEWISVILLE       TX   75077          1            09/26/02         00
    1550757                              05           11/01/02          0
    1550757                              O            10/01/32
    0


    8186155          286/286             F          298,000.00         ZZ
                                         360        297,485.40          1
                                       6.750          1,932.83         80
                                       6.500          1,932.83
    VISTA            CA   92083          1            09/17/02         00
    1539419                              03           11/01/02          0
    1539419                              O            10/01/32
    0


    8186161          286/286             F          222,400.00         ZZ
                                         360        222,015.94          1
                                       6.750          1,442.49         80
                                       6.500          1,442.49
    HAYWARD          CA   94541          1            09/27/02         00
    1109287                              05           11/01/02          0
    1109287                              O            10/01/32
    0


    8186169          286/286             F          218,500.00         ZZ
                                         360        218,131.81          1
1


                                       6.875          1,435.39         90
                                       6.625          1,435.39
    CARMEL           IN   46033          1            09/25/02         12
    1554619                              05           11/01/02         25
    1554619                              O            10/01/32
    0


    8186177          286/286             F           93,000.00         ZZ
                                         360         91,698.82          1
                                       6.875            610.95         33
                                       6.625            610.95
    ARLINGTON        VA   22204          5            09/17/02         00
    1449548                              05           11/01/02          0
    1449548                              N            10/01/32
    0


    8186185          286/286             F          138,800.00         ZZ
                                         360        138,548.34          1
                                       6.500            877.32         80
                                       6.250            877.32
    MOSCOW           ID   83843          1            09/13/02         00
    1391415                              05           11/01/02          0
    1391415                              O            10/01/32
    0


    8186201          286/286             F           94,400.00         ZZ
                                         360         94,228.84          1
                                       6.500            596.68         80
                                       6.250            596.68
    HENDERSON        NV   89015          1            09/23/02         00
    1573947                              05           11/01/02          0
    1573947                              O            10/01/32
    0


    8186233          286/286             F           88,000.00         ZZ
                                         360         87,858.86          1
                                       7.250            600.32         80
                                       7.000            600.32
    OLYMPIA          WA   98513          1            09/17/02         00
    1596833                              05           11/01/02          0
    1596833                              O            10/01/32
    0


    8186253          286/286             F          300,000.00         ZZ
                                         360        299,481.97          1
                                       6.750          1,945.79         79
                                       6.500          1,945.79
    ANNAPOLIS        MD   21403          5            09/12/02         00
    0001255029                           05           11/01/02          0
1


    0001255029                           N            10/01/32
    0


    8187237          T91/U57             F           77,900.00         ZZ
                                         180         77,861.68          1
                                       9.500            655.03         93
                                       9.000            655.03
    ROME             NY   13440          5            10/31/02         23
    0434922944                           05           12/05/02          0
    30007610                             O            11/05/17
    0


    8187413          T91/U57             F           63,000.00         ZZ
                                         180         62,971.38          1
                                       9.875            547.06         90
                                       9.375            547.06
    ROCHESTER        NY   14610          5            10/30/02         23
    0434897815                           05           12/04/02          0
    30013458                             O            11/04/17
    0


    8187423          T91/U57             F           54,200.00         ZZ
                                         180         54,169.61          1
                                       8.875            431.24         72
                                       8.375            431.24
    BALDWINSVILLE    NY   13027          5            10/30/02         00
    0434902011                           05           12/04/02          0
    30011714                             O            11/04/17
    0


    8187909          T91/U57             F          163,400.00         ZZ
                                         360        163,201.32          1
                                       8.500          1,256.41         95
                                       8.000          1,256.41
    SPRINGFIELD      MO   65804          5            10/15/02         23
    0434901617                           05           11/21/02          0
    2133046                              O            10/21/32
    0


    8187919          T91/U56             F           95,000.00         ZZ
                                         180         94,952.02          1
                                       9.375            790.17         95
                                       8.875            790.17
    ROCHESTER        NY   14617          5            10/28/02         23
    0434917803                           05           12/01/02          0
    30011568                             O            11/01/17
    0


1


    8187933          T91/U57             F           81,000.00         ZZ
                                         180         80,790.72          1
                                       9.250            833.65         95
                                       8.750            833.65
    YOUNGSTOWN       OH   44514          5            10/31/02         23
    0434919528                           05           12/05/02          0
    10014758                             O            11/05/17
    0


    8187937          T91/U56             F          163,400.00         ZZ
                                         180        163,327.56          1
                                       9.990          1,432.75         95
                                       9.490          1,432.75
    SHIRLEY          NY   11967          5            10/28/02         23
    0434909990                           05           12/01/02          0
    30004862                             O            11/01/17
    0


    8187939          T91/U56             F          115,995.00         ZZ
                                         360        115,927.56          1
                                       8.700            908.40         95
                                       8.200            908.40
    ST HELENS        OR   97051          5            10/25/02         23
    0434912176                           05           12/01/02          0
    40062977                             O            11/01/32
    0


    8188031          313/U57             F          450,000.00         ZZ
                                         360        449,222.92          1
                                       6.750          2,918.70         66
                                       6.500          2,918.70
    HUNTINGTON BEAC  CA   92649          5            09/06/02         00
    0434877544                           05           11/01/02          0
    8941445                              O            10/01/32
    0


    8188047          313/U57             F          405,000.00         ZZ
                                         360        404,633.87          1
                                       6.500          2,559.88         62
                                       6.250          2,559.88
    NAPERVILLE       IL   60564          5            09/27/02         00
    0434867339                           05           12/01/02          0
    9011271                              O            11/01/32
    0


    8188091          E44/G01             F          141,600.00         ZZ
                                         360        141,600.00          1
                                       6.750            918.41         80
                                       6.500            918.41
1


    FARR WEST        UT   84404          1            11/05/02         00
    0434911723                           05           01/01/03          0
    58020554                             O            12/01/32
    0


    8188869          L21/U56             F          154,800.00         ZZ
                                         360        154,527.84          1
                                       8.750          1,217.81         90
                                       8.500          1,217.81
    TWP OF MOUNT LA  NJ   08054          5            08/30/02         23
    0434846812                           05           10/01/02          0
    0208CR1534                           O            09/01/32
    0


    8188873          L21/U56             F          152,000.00         ZZ
                                         180        151,058.73          1
                                       7.250          1,387.55         95
                                       7.000          1,387.55
    TWP OF MULLICA   NJ   08037          2            09/27/02         19
    0434846820                           05           11/01/02         30
    0208CR1652                           O            10/01/17
    0


    8188877          L21/U56             F          220,000.00         ZZ
                                         180        219,282.99          1
                                       6.625          1,931.59         80
                                       6.375          1,931.59
    CHERRY HILL      NJ   08003          5            10/01/02         00
    0434846846                           05           12/01/02          0
    0209CA1832                           O            11/01/17
    0


    8188879          L21/U56             F          150,000.00         ZZ
                                         180        149,121.60          1
                                       6.875          1,337.79         52
                                       6.625          1,337.79
    SOUTH PLAINFIEL  NJ   07080          5            10/07/02         00
    0434846853                           05           12/01/02          0
    0209CH0008                           O            11/01/17
    0


    8188881          L21/U56             F          156,000.00         ZZ
                                         360        155,755.88          1
                                       7.250          1,064.19         66
                                       7.000          1,064.19
    TWP OF EVESHAM   NJ   08053          5            09/27/02         00
    0434846861                           05           11/01/02          0
    0209CR1795                           O            10/01/32
    0
1




    8188885          L21/U56             F           95,920.00         ZZ
                                         360         95,860.38          1
                                       8.375            729.06         80
                                       8.125            729.06
    PEMBERTON TWP    NJ   08015          1            10/01/02         00
    0434846895                           05           12/01/02          0
    0209CR1854                           O            11/01/32
    0


    8188889          L21/U56             F          303,000.00         ZZ
                                         360        302,603.54          1
                                       8.500          2,329.81         90
                                       8.250          2,329.81
    AMBLER           PA   19100          1            09/30/02         23
    0434846911                           05           11/01/02          0
    0209CR1861                           O            10/01/32
    0


    8188891          L21/U56             F          200,000.00         ZZ
                                         360        199,654.63          1
                                       6.750          1,297.20         80
                                       6.500          1,297.20
    FRANKLIN TOWNSH  NJ   08322          1            09/30/02         00
    0434846937                           05           11/01/02          0
    0209CR1874                           O            10/01/32
    0


    8188897          L21/U56             F           31,200.00         ZZ
                                         360         31,164.87          1
                                       8.875            248.25         78
                                       8.625            248.25
    BEVERLY          NJ   08010          1            10/01/02         00
    0434846978                           05           11/01/02          0
    0209CR1895                           N            10/01/32
    0


    8188901          L21/U56             F          109,520.00         ZZ
                                         360        109,390.21          1
                                       8.625            851.84         80
                                       8.375            851.84
    WILLINGBORO TWP  NJ   08046          1            09/30/02         00
    0434846994                           05           11/01/02          0
    0209VM1872                           O            10/01/32
    0


    8188907          L21/U56             F          133,000.00         ZZ
                                         360        132,875.39          1
1


                                       9.750          1,142.68         89
                                       9.500          1,142.68
    LENOIR CITY      TN   37772          2            09/27/02         23
    0434847018                           05           11/01/02          0
    703-02287                            N            10/01/32
    0


    8188915          L21/U56             F          136,000.00         ZZ
                                         360        135,787.18          1
                                       7.250            927.76         80
                                       7.000            927.76
    ELIZABETHTOWN    PA   17022          1            09/30/02         00
    0434847059                           05           11/01/02          0
    LT-8612677                           O            10/01/32
    0


    8188921          T08/U57             F           72,250.00         ZZ
                                         360         72,186.26          1
                                       6.625            462.62         85
                                       6.375            462.62
    COCOA            FL   32922          5            10/03/02         10
    0434845160                           05           12/01/02         20
    12070897                             O            11/01/32
    0


    8189737          Q57/U57             F          399,900.00         ZZ
                                         360        399,520.56          1
                                       6.250          2,462.25         77
                                       6.000          2,462.25
    LOS ANGELES      CA   90034          5            10/24/02         00
    0434876660                           05           12/01/02          0
    11100589                             O            11/01/32
    0


    8189779          Q57/U57             F          399,950.00         ZZ
                                         180        398,545.20          1
                                       5.750          3,321.23         69
                                       5.500          3,321.23
    SUNSET BEACH     CA   90742          2            10/30/02         00
    0434876892                           05           12/01/02          0
    15000230                             O            11/01/17
    0


    8190981          W93/G01             F          286,400.00         ZZ
                                         360        286,141.09          1
                                       6.500          1,810.24         80
                                       6.250          1,810.24
    SANTEE           CA   92071          1            10/25/02         00
    0434900965                           05           12/01/02          0
1


    28410605                             O            11/01/32
    0


    8191171          A06/G01             F           74,400.00         ZZ
                                         360         74,335.94          1
                                       6.750            482.56         80
                                       6.500            482.56
    YPSILANTI        MI   48198          1            10/30/02         00
    0434880522                           05           12/01/02          0
    021000020222292                      O            11/01/32
    0


    8191481          Q64/U57             F           56,700.00         ZZ
                                         360         56,671.36          1
                                       9.375            471.61         90
                                       8.875            471.61
    DELTONA          FL   32738          5            10/25/02         23
    0434945465                           05           12/01/02          0
    0105047302                           O            11/01/32
    0


    8192667          K15/U56             F           93,500.00         ZZ
                                         360         92,843.74          1
                                       7.375            645.78         85
                                       6.875            645.78
    PEORIA           AZ   85345          2            02/12/02         10
    0434854899                           05           04/01/02         12
    3203946                              N            03/01/32
    0


    8192671          K15/U56             F          123,000.00         ZZ
                                         180        120,612.28          1
                                       6.875          1,096.98         75
                                       6.375          1,096.98
    KATY             TX   77493          5            05/22/02         00
    0434854923                           05           07/01/02          0
    3228797                              O            06/01/17
    0


    8192673          K15/U56             F           60,000.00         ZZ
                                         180         59,042.40          1
                                       7.000            539.30         71
                                       6.500            539.30
    LA FERIA         TX   78559          5            06/19/02         00
    0434854931                           05           08/01/02          0
    3234802                              O            07/01/17
    0


1


    8192679          K15/U56             F          313,500.00         ZZ
                                         360        312,512.86          1
                                       7.250          2,138.62         95
                                       6.750          2,138.62
    FAIRFIELD        CA   94534          1            07/01/02         01
    0434856100                           05           09/01/02         30
    3235484                              O            08/01/32
    0


    8192681          K15/U56             F           93,000.00         ZZ
                                         180         91,499.87          1
                                       6.875            829.42         75
                                       6.375            829.42
    AUSTIN           TX   78753          5            06/28/02         00
    0434854972                           03           08/01/02          0
    3239468                              O            07/01/17
    0


    8192685          K15/U56             F          120,800.00         ZZ
                                         360        120,419.61          1
                                       7.250            824.07         79
                                       6.750            824.07
    DALLAS           TX   75218          5            07/26/02         00
    0434854998                           05           09/01/02          0
    3243674                              O            08/01/32
    0


    8192687          K15/U56             F           77,600.00         ZZ
                                         360         77,414.72          1
                                       8.750            610.48         80
                                       8.250            610.48
    CONROE           TX   77306          5            08/16/02         00
    0434855011                           05           10/01/02          0
    3246905                              O            09/01/32
    0


    8192707          K15/U56             F           75,900.00         ZZ
                                         360         75,700.70          1
                                      10.150            674.51         95
                                       9.650            674.51
    JACKSONVILLE     FL   32208          1            05/22/02         23
    0434855169                           05           07/01/02          0
    106130                               O            06/01/32
    0


    8192823          B57/G01             F          212,000.00         ZZ
                                         360        211,812.96          1
                                       6.625          1,357.46         80
                                       6.375          1,357.46
1


    RIVERSIDE        CA   92508          1            10/25/02         00
    0434943833                           03           12/01/02          0
    45000073                             O            11/01/32
    0


    8192851          808/U57             F          152,000.00         ZZ
                                         360        151,905.52          1
                                       8.375          1,155.31        100
                                       8.125          1,155.31
    COLTON           CA   92324          1            10/05/02         23
    0434878617                           03           12/01/02          0
    9326699                              O            11/01/32
    0


    8192857          808/U57             F           76,500.00         ZZ
                                         180         76,458.21          1
                                       9.000            615.54         90
                                       8.750            615.54
    FRESNO           CA   93728          1            10/14/02         23
    0434869186                           05           12/01/02          0
    9105516                              N            11/01/17
    0


    8192863          808/U57             F           97,000.00         ZZ
                                         360         96,931.54          1
                                       7.750            694.92         79
                                       7.500            694.92
    PERRIS           CA   92571          5            10/18/02         00
    0434884649                           05           12/01/02          0
    9325980                              O            11/01/32
    0


    8192865          808/U57             F          297,000.00         ZZ
                                         360        296,499.53          1
                                       6.875          1,951.08         75
                                       6.625          1,951.08
    BREA             CA   92821          5            09/13/02         00
    0434894614                           05           11/01/02          0
    9326033                              O            10/01/32
    0


    8192867          808/U57             F          136,000.00         ZZ
                                         360        135,899.06          1
                                       7.500            950.94         80
                                       7.250            950.94
    MONTEBELLO       CA   90640          1            10/01/02         00
    0434877932                           01           12/01/02          0
    9326263                              O            11/01/32
    0
1




    8192869          808/U57             F          255,000.00         ZZ
                                         360        254,845.52          1
                                       8.500          1,960.73        100
                                       8.250          1,960.73
    RIVERSIDE        CA   92503          1            10/03/02         23
    0434875035                           03           12/01/02          0
    9326459                              O            11/01/32
    0


    8192871          808/U57             F          300,700.00         ZZ
                                         360        300,517.83          3
                                       8.500          2,312.13         86
                                       8.250          2,312.13
    LOS ANGELES      CA   90027          1            10/11/02         23
    0434882841                           05           12/01/02          0
    9326478                              O            11/01/32
    0


    8192873          808/U57             F          183,000.00         ZZ
                                         360        182,886.25          1
                                       8.375          1,390.94        100
                                       8.125          1,390.94
    RIVERSIDE        CA   92504          1            10/02/02         23
    0434875076                           05           12/01/02          0
    9326504                              O            11/01/32
    0


    8192891          808/U57             F          132,050.00         ZZ
                                         180        131,867.64          1
                                       7.875            957.46         95
                                       7.625            957.46
    TARZANA AREA LO  CA   91335          1            09/20/02         23
    0434863429                           01           11/01/02          0
    9505329                              O            10/01/17
    0


    8192893          808/U57             F          239,000.00         ZZ
                                         360        238,839.63          1
                                       8.000          1,753.70        100
                                       7.750          1,753.70
    NORWALK          CA   90650          1            10/17/02         23
    0434863056                           05           12/01/02          0
    9327079                              O            11/01/32
    0


    8192895          808/U57             F          202,102.00         ZZ
                                         180        201,988.69          1
1


                                       8.875          1,608.02        100
                                       8.625          1,608.02
    MODESTO          CA   95355          1            10/21/02         23
    0434874913                           05           12/01/02          0
    9428427                              O            11/01/17
    0


    8192897          808/U57             F          201,600.00         ZZ
                                         360        201,422.13          1
                                       6.625          1,290.87         80
                                       6.375          1,290.87
    MISSION HILLS A  CA   91345          1            10/15/02         00
    0434887550                           05           12/01/02          0
    9505538                              O            11/01/32
    0


    8192901          808/U57             F          155,000.00         ZZ
                                         180        154,882.05          1
                                       7.375          1,070.55        100
                                       7.125          1,070.55
    LOS ANGELES      CA   90001          1            10/07/02         23
    0434875134                           05           12/01/02          0
    9505582                              O            11/01/17
    0


    8192903          808/U57             F          207,000.00         ZZ
                                         180        206,857.54          1
                                       7.875          1,500.90        100
                                       7.625          1,500.90
    HUNTINGTON PARK  CA   90255          1            10/16/02         23
    0434863262                           05           12/01/02          0
    9505581                              O            11/01/17
    0


    8192905          808/U57             F          227,200.00         ZZ
                                         360        227,022.76          1
                                       7.250          1,549.91         80
                                       7.000          1,549.91
    CHINO            CA   91710          1            10/30/02         00
    0434884482                           03           12/01/02          0
    9505577                              O            11/01/32
    0


    8192907          808/U57             F          169,900.00         ZZ
                                         360        169,783.07          1
                                       7.875          1,231.90        100
                                       7.625          1,231.90
    NORWALK          CA   90650          1            10/21/02         23
    0434862173                           05           12/01/02          0
1


    9506551                              O            11/01/32
    0


    8192909          808/U57             F          171,000.00         ZZ
                                         360        170,869.88          1
                                       7.375          1,181.06         90
                                       7.125          1,181.06
    LODI             CA   95240          1            10/21/02         23
    0434878203                           05           12/01/02          0
    9428422                              O            11/01/32
    0


    8192915          808/U57             F          154,000.00         ZZ
                                         360        153,894.02          1
                                       7.875          1,116.61        100
                                       7.625          1,116.61
    LANCASTER        CA   93535          1            10/11/02         23
    0434874970                           05           12/01/02          0
    9428174                              O            11/01/32
    0


    8192919          808/U57             F          214,000.00         ZZ
                                         360        213,841.18          1
                                       7.500          1,496.32        100
                                       7.250          1,496.32
    STOCKTON         CA   95204          1            10/01/02         23
    0434869400                           05           12/01/02          0
    9428032                              O            11/01/32
    0


    8192923          808/U57             F          197,600.00         ZZ
                                         360        197,320.16          1
                                       7.750          1,415.64         95
                                       7.500          1,415.64
    DELHI            CA   95315          5            09/26/02         23
    0434874954                           05           11/01/02          0
    9427386                              O            10/01/32
    0


    8192927          808/U57             F          153,000.00         ZZ
                                         360        152,886.45          1
                                       7.500          1,069.80         90
                                       7.250          1,069.80
    VICTORVILLE ARE  CA   92392          5            10/09/02         23
    0434862801                           03           12/01/02          0
    9326717                              O            11/01/32
    0


1


    8193051          W78/U57             F          119,700.00         ZZ
                                         360        118,804.45          1
                                       7.990            877.48         95
                                       7.740            877.48
    BRADENTON        FL   34203          1            09/25/02         01
    0434860367                           03           11/01/02         30
    40548500                             O            10/01/32
    0


    8193053          W78/U57             F          184,000.00         ZZ
                                         360        183,491.84          1
                                       7.750          1,318.20         80
                                       7.500          1,318.20
    SALT SPRINGS     FL   32134          5            09/30/02         00
    0434860409                           05           12/01/02          0
    40554484                             O            11/01/32
    0


    8193055          W78/U57             F          137,200.00         ZZ
                                         360        137,028.85          1
                                       8.375          1,042.82         70
                                       8.125          1,042.82
    SUNNY ISLES      FL   33160          5            09/04/02         00
    0434860581                           06           11/01/02          0
    40562395                             N            10/01/32
    0


    8193057          W78/U57             F           80,000.00         ZZ
                                         360         79,372.62          1
                                       7.625            566.24         80
                                       7.375            566.24
    OCALA            FL   34476          1            09/19/02         00
    0434860599                           05           11/01/02          0
    40606235                             N            10/01/32
    0


    8193059          W78/U57             F          480,000.00         ZZ
                                         360        479,300.37          1
                                       7.625          3,397.41         68
                                       7.375          3,397.41
    ATLANTA          GA   30306          5            09/24/02         00
    0434860615                           03           11/01/02          0
    40616681                             O            10/01/32
    0


    8193063          W78/U57             F          114,250.00         ZZ
                                         360        113,882.39          1
                                       8.625            888.62         95
                                       8.375            888.62
1


    OCALA            FL   34476          1            09/12/02         01
    0434860656                           05           11/01/02         30
    40594033                             O            10/01/32
    0


    8193065          W78/U57             F          125,000.00         ZZ
                                         360        124,746.20          1
                                       7.990            916.33         90
                                       7.740            916.33
    KISSIMMEE        FL   34758          1            08/29/02         01
    0434860680                           03           10/01/02         22
    40605896                             O            09/01/32
    0


    8193067          W78/U57             F          134,100.00         ZZ
                                         360        133,949.09          2
                                       8.875          1,066.96         90
                                       8.625          1,066.96
    JONESBORO        GA   30238          1            09/20/02         23
    0434860714                           05           11/01/02          0
    40629047                             O            10/01/32
    0


    8193069          W78/U57             F           75,750.00         ZZ
                                         360         75,669.07          1
                                       9.125            616.33         95
                                       8.875            616.33
    JOURDANTON       TX   78026          1            09/27/02         01
    0434860748                           05           11/01/02         30
    40629131                             O            10/01/32
    0


    8193071          W78/U57             F          166,250.00         ZZ
                                         360        165,762.98          1
                                       9.375          1,382.78         95
                                       9.125          1,382.78
    OXFORD           GA   30054          1            09/20/02         23
    0434860763                           05           11/01/02          0
    40629885                             O            10/01/32
    0


    8193073          W78/U57             F          115,250.00         ZZ
                                         360        114,864.27          1
                                       8.990            926.50         95
                                       8.740            926.50
    KISSIMMEE        FL   34758          1            09/17/02         23
    0434860789                           05           11/01/02          0
    40630793                             O            10/01/32
    0
1




    8193075          W78/U57             F          305,000.00         ZZ
                                         360        304,641.34          1
                                       8.750          2,399.44         90
                                       8.500          2,399.44
    FAYETTEVILLE     GA   30214          1            09/13/02         23
    0434860813                           05           11/01/02          0
    40631831                             N            10/01/32
    0


    8193077          W78/U57             F           99,750.00         ZZ
                                         360         99,637.73          1
                                       8.875            793.66         95
                                       8.625            793.66
    BROWNSVILLE      TX   78521          1            09/18/02         01
    0434860821                           05           11/01/02         30
    40631886                             O            10/01/32
    0


    8193079          W78/U57             F           90,250.00         ZZ
                                         360         90,148.43          1
                                       8.875            718.07         95
                                       8.625            718.07
    PALM BAY         FL   32909          1            09/17/02         01
    0434860847                           05           11/01/02         30
    40636894                             O            10/01/32
    0


    8193081          W78/U57             F           90,250.00         ZZ
                                         360         90,151.05          1
                                       9.000            726.17         95
                                       8.750            726.17
    JACKSONVILLE     FL   32244          1            09/19/02         23
    0434860870                           03           11/01/02          0
    40648866                             O            10/01/32
    0


    8193083          W78/U57             F          107,000.00         ZZ
                                         360        106,840.68          1
                                       7.500            748.16         68
                                       7.250            748.16
    JUPITER          FL   33458          1            09/13/02         00
    0434860888                           09           11/01/02          0
    40653194                             O            10/01/32
    0


    8193085          W78/U57             F          450,000.00         ZZ
                                         360        449,554.63          1
1


                                       9.490          3,780.56         90
                                       9.240          3,780.56
    MURFREESBORO     TN   37129          1            09/25/02         23
    0434860912                           05           11/01/02          0
    40653437                             O            10/01/32
    0


    8193087          W78/U57             F          106,200.00         ZZ
                                         360        105,584.01          1
                                       9.500            892.99         90
                                       9.250            892.99
    MARIETTA         GA   30066          1            09/27/02         01
    0434860938                           05           11/01/02         22
    40657200                             N            10/01/32
    0


    8193089          W78/U57             F          140,250.00         ZZ
                                         360        140,092.17          1
                                       8.875          1,115.89         85
                                       8.625          1,115.89
    CUMMING          GA   30040          2            09/30/02         23
    0434860961                           05           11/01/02          0
    40658953                             N            10/01/32
    0


    8193091          W78/U57             F          108,750.00         ZZ
                                         360        108,603.28          1
                                       7.990            797.21         95
                                       7.740            797.21
    KISSIMMEE        FL   34758          1            09/27/02         01
    0434860987                           03           11/01/02         30
    40673420                             O            10/01/32
    0


    8193093          W78/U57             F          157,500.00         ZZ
                                         360        157,136.94          1
                                       7.500          1,101.26         90
                                       7.250          1,101.26
    PALM BAY         FL   32909          1            09/30/02         01
    0434861035                           05           11/01/02         30
    40678917                             O            10/01/32
    0


    8193095          W78/U57             F           72,200.00         ZZ
                                         360         72,109.94          1
                                       8.375            548.77         95
                                       8.125            548.77
    ORLANDO          FL   32839          1            09/30/02         01
    0434861050                           05           11/01/02         30
1


    40680594                             O            10/01/32
    0


    8193641          225/U57             F          826,000.00         ZZ
                                         360        824,573.66          1
                                       6.750          5,357.42         80
                                       6.500          5,357.42
    LONG GROVE       IL   60047          1            10/01/02         00
    0434903050                           03           11/01/02          0
    006852813                            O            10/01/32
    0


    8194113          225/U57             F          350,550.00         ZZ
                                         360        349,929.71          1
                                       6.625          2,244.62         95
                                       6.375          2,244.62
    TAMPA            FL   33606          1            10/07/02         11
    0434901591                           05           11/01/02         30
    007405191                            O            10/01/32
    0


    8194293          225/U57             F          340,000.00         T
                                         360        338,844.42          1
                                       5.875          2,011.23         80
                                       5.625          2,011.23
    OCEAN CITY       NJ   08226          1            09/03/02         00
    0434908638                           05           10/01/02          0
    006599687                            O            09/01/32
    0


    8194337          225/U57             F          925,000.00         ZZ
                                         360        924,079.16          1
                                       6.000          5,545.84         79
                                       5.750          5,545.84
    MILTON           MA   02186          1            10/11/02         00
    0434901815                           05           12/01/02          0
    006710493                            O            11/01/32
    0


    8195577          964/U56             F          150,000.00         ZZ
                                         360        149,906.77          2
                                       8.375          1,140.11         80
                                       8.125          1,140.11
    PORTLAND         OR   97211          2            10/10/02         00
    0434862033                           05           12/01/02          0
    262604                               N            11/01/32
    0


1


    8195579          964/U56             F          110,500.00         ZZ
                                         360        110,429.55          1
                                       8.250            830.15         85
                                       8.000            830.15
    LAS VEGAS        NV   89104          5            10/03/02         23
    0434862041                           05           12/01/02          0
    263468                               O            11/01/32
    0


    8195581          964/U56             F          120,000.00         ZZ
                                         360        119,834.30          1
                                       7.875            870.08         80
                                       7.625            870.08
    TUOLUMNE         CA   95379          5            09/25/02         00
    0434862058                           27           11/01/02          0
    266510                               O            10/01/32
    0


    8195589          964/U56             F          107,900.00         ZZ
                                         360        107,819.93          1
                                       7.500            754.45         85
                                       7.250            754.45
    HENDERSON        NV   89074          5            09/30/02         12
    0434862934                           03           12/01/02         12
    267862                               O            11/01/32
    0


    8195595          964/U56             F          103,500.00         ZZ
                                         360        103,417.24          1
                                       7.125            697.30         90
                                       6.875            697.30
    TUCSON           AZ   85741          5            10/16/02         01
    0434862108                           05           12/01/02         25
    270067                               O            11/01/32
    0


    8195597          964/U56             F          169,600.00         ZZ
                                         360        169,470.95          1
                                       7.375          1,171.39         80
                                       7.125          1,171.39
    VANCOUVER        WA   98685          1            10/01/02         00
    0434862124                           05           12/01/02          0
    270829                               O            11/01/32
    0


    8195599          964/U56             F          127,300.00         ZZ
                                         360        127,240.61          1
                                       9.750          1,093.70         95
                                       9.500          1,093.70
1


    PLANO            TX   75093          1            10/23/02         23
    0434862132                           03           12/01/02          0
    271381                               N            11/01/32
    0


    8195601          964/U56             F          264,000.00         ZZ
                                         360        263,783.61          1
                                       7.000          1,756.40         78
                                       6.750          1,756.40
    PARKER           CO   80138          5            10/07/02         00
    0434862157                           03           12/01/02          0
    271524                               O            11/01/32
    0


    8195607          964/U56             F           68,850.00         ZZ
                                         360         68,815.24          1
                                       9.375            572.65         90
                                       9.125            572.65
    GARLAND          TX   75043          1            10/15/02         23
    0434862959                           05           12/01/02          0
    272194                               O            11/01/32
    0


    8195609          964/U56             F          207,000.00         ZZ
                                         180        206,361.01          1
                                       7.250          1,889.63         90
                                       7.000          1,889.63
    HOUSTON          TX   77064          1            10/16/02         01
    0434862207                           03           12/01/02         25
    272458                               O            11/01/17
    0


    8195613          964/U56             F           54,000.00         ZZ
                                         360         53,962.84          1
                                       7.875            391.54         90
                                       7.625            391.54
    DICKINSON        TX   77539          1            10/09/02         11
    0434862215                           05           12/01/02         25
    272475                               N            11/01/32
    0


    8195621          964/U56             F          198,000.00         ZZ
                                         360        197,907.63          1
                                       9.750          1,701.13         90
                                       9.500          1,701.13
    HOUSTON          TX   77007          1            10/10/02         23
    0434862249                           05           12/01/02          0
    273404                               O            11/01/32
    0
1




    8195625          964/U56             F          226,400.00         ZZ
                                         360        226,214.42          1
                                       7.000          1,506.25         80
                                       6.750          1,506.25
    LITTLETON        CO   80127          2            10/18/02         00
    0434862256                           03           12/01/02          0
    274548                               O            11/01/32
    0


    8195629          964/U56             F          138,000.00         ZZ
                                         360        137,897.59          1
                                       7.500            964.92         80
                                       7.250            964.92
    SHERWOOD         OR   97140          1            10/10/02         00
    0434862298                           05           12/01/02          0
    275032                               N            11/01/32
    0


    8195631          964/U56             F          184,500.00         ZZ
                                         360        184,333.22          1
                                       6.500          1,166.17         90
                                       6.250          1,166.17
    LAS VEGAS        NV   89123          5            10/08/02         10
    0434862306                           03           12/01/02         25
    275099                               O            11/01/32
    0


    8195635          964/U56             F          124,450.00         ZZ
                                         360        124,385.48          1
                                       9.250          1,023.82         95
                                       9.000          1,023.82
    MERIDIAN         ID   83642          1            10/07/02         23
    0434862314                           05           12/01/02          0
    275119                               O            11/01/32
    0


    8195637          964/U56             F          156,000.00         ZZ
                                         360        155,878.30          1
                                       7.250          1,064.20         80
                                       7.000          1,064.20
    MEDFORD          OR   97504          2            10/09/02         00
    0434862322                           05           12/01/02          0
    275320                               O            11/01/32
    0


    8195641          964/U56             F           81,600.00         ZZ
                                         360         81,534.75          1
1


                                       7.125            549.75         80
                                       6.875            549.75
    PRESCOTT VALLEY  AZ   86314          5            10/09/02         00
    0434862348                           05           12/01/02          0
    275855                               O            11/01/32
    0


    8195643          964/U56             F          212,600.00         ZZ
                                         360        212,425.74          1
                                       7.000          1,414.43         80
                                       6.750          1,414.43
    SCOTTSDALE       AZ   85260          1            10/08/02         00
    0434862355                           03           12/01/02          0
    276024                               O            11/01/32
    0


    8195647          964/U56             F           79,300.00         ZZ
                                         360         79,249.44          1
                                       8.250            595.75         95
                                       8.000            595.75
    NORTH LAS VEGAS  NV   89030          1            10/11/02         12
    0434862363                           05           12/01/02         30
    276137                               N            11/01/32
    0


    8195651          964/U56             F          166,200.00         ZZ
                                         360        166,076.66          1
                                       7.500          1,162.09         95
                                       7.250          1,162.09
    SPANAWAY         WA   98387          1            10/10/02         10
    0434863080                           03           12/01/02         30
    277293                               O            11/01/32
    0


    8195653          964/U56             F          120,000.00         ZZ
                                         360        119,908.69          1
                                       7.375            828.81         80
                                       7.125            828.81
    PORTLAND         OR   97230          1            10/15/02         00
    0434862371                           05           12/01/02          0
    277299                               O            11/01/32
    0


    8195657          964/U56             F          528,000.00         ZZ
                                         180        526,422.80          1
                                       7.625          4,932.21         80
                                       7.375          4,932.21
    SAMMAMISH        WA   98075          5            10/07/02         00
    0434862397                           03           12/01/02          0
1


    278369                               O            11/01/17
    0


    8195659          964/U56             F           91,800.00         ZZ
                                         360         91,754.85          1
                                       9.500            771.90         90
                                       9.250            771.90
    THE COLONY       TX   75056          1            10/17/02         23
    0434863106                           05           12/01/02          0
    278699                               N            11/01/32
    0


    8195661          964/U56             F          219,200.00         ZZ
                                         360        219,020.33          4
                                       7.000          1,458.34         80
                                       6.750          1,458.34
    HOUSTON          TX   77006          1            10/23/02         00
    0434862405                           05           12/01/02          0
    279367                               N            11/01/32
    0


    8195667          964/U56             F          156,000.00         ZZ
                                         360        155,887.10          1
                                       7.625          1,104.16         80
                                       7.375          1,104.16
    DENVER           CO   80219          5            10/15/02         00
    0434862421                           05           12/01/02          0
    279835                               O            11/01/32
    0


    8195669          964/U56             F          148,200.00         ZZ
                                         360        148,078.53          1
                                       7.000            985.98         95
                                       6.750            985.98
    LAS VEGAS        NV   89128          1            10/16/02         12
    0434863122                           03           12/01/02         30
    280037                               O            11/01/32
    0


    8195681          964/U56             F          151,358.00         ZZ
                                         360        151,230.85          1
                                       6.875            994.31         95
                                       6.625            994.31
    LEWISVILLE       TX   75077          1            10/11/02         10
    0434862504                           05           12/01/02         30
    281194                               O            11/01/32
    0


1


    8195683          964/U56             F          143,200.00         ZZ
                                         360        143,096.36          1
                                       7.625          1,013.56         80
                                       7.375          1,013.56
    PORTLAND         OR   97203          1            10/15/02         00
    0434862512                           05           12/01/02          0
    282191                               O            11/01/32
    0


    8195685          964/U56             F          139,550.00         ZZ
                                         360        139,477.66          1
                                       9.250          1,148.04         95
                                       9.000          1,148.04
    BEND             OR   97702          1            10/08/02         23
    0434862538                           03           12/01/02          0
    282213                               O            11/01/32
    0


    8195687          964/U56             F          422,750.00         ZZ
                                         360        422,552.77          1
                                       9.750          3,632.08         95
                                       9.500          3,632.08
    MISSOURI CITY    TX   77459          1            10/10/02         23
    0434862546                           03           12/01/02          0
    282378                               O            11/01/32
    0


    8195693          964/U56             F           76,000.00         ZZ
                                         360         75,945.00          1
                                       7.625            537.92         80
                                       7.375            537.92
    PLANO            TX   75023          1            10/28/02         00
    0434862579                           05           12/01/02          0
    283915                               N            11/01/32
    0


    8195699          964/U56             F          121,600.00         ZZ
                                         360        121,507.47          1
                                       7.375            839.86         80
                                       7.125            839.86
    AURORA           CO   80011          1            10/17/02         00
    0434862587                           05           12/01/02          0
    284941                               N            11/01/32
    0


    8195701          964/U56             F           64,000.00         ZZ
                                         360         63,942.15          1
                                       6.500            404.52         80
                                       6.250            404.52
1


    HOUSTON          TX   77083          1            10/18/02         00
    0434862595                           03           12/01/02          0
    285461                               O            11/01/32
    0


    8195715          964/U56             F           84,500.00         ZZ
                                         360         84,438.85          1
                                       7.625            598.09         65
                                       7.375            598.09
    VANCOUVER        WA   98664          5            10/16/02         00
    0434862629                           09           12/01/02          0
    286618                               N            11/01/32
    0


    8195719          964/U56             F          260,400.00         ZZ
                                         360        260,196.87          1
                                       7.250          1,776.39         90
                                       7.000          1,776.39
    LINCOLN          CA   95648          1            10/17/02         04
    0434862652                           05           12/01/02         25
    217295                               O            11/01/32
    0


    8195721          964/U56             F          193,500.00         ZZ
                                         360        193,366.84          1
                                       7.875          1,403.01         90
                                       7.625          1,403.01
    LAS VEGAS        NV   89147          1            10/04/02         23
    0434862660                           05           12/01/02          0
    223818                               O            11/01/32
    0


    8195725          964/U56             F           56,800.00         ZZ
                                         360         56,747.40          1
                                       6.375            354.36         80
                                       6.125            354.36
    MYRTLE CREEK     OR   97457          5            10/08/02         00
    0434862686                           05           12/01/02          0
    235732                               N            11/01/32
    0


    8195729          964/U56             F           56,800.00         ZZ
                                         360         56,747.40          1
                                       6.375            354.36         80
                                       6.125            354.36
    MYRTLE CREEK     OR   97457          5            10/08/02         00
    0434862702                           05           12/01/02          0
    235773                               N            11/01/32
    0
1




    8195733          964/U56             F          153,150.00         ZZ
                                         360        153,024.46          1
                                       7.000          1,018.91         80
                                       6.750          1,018.91
    HILLSBORO        OR   97124          1            10/09/02         00
    0434862728                           03           12/01/02          0
    240990                               O            11/01/32
    0


    8195741          964/U56             F          133,600.00         ZZ
                                         360        133,495.79          1
                                       7.250            911.39         80
                                       7.000            911.39
    PHOENIX          AZ   85048          5            10/11/02         00
    0434862769                           03           12/01/02          0
    245761                               O            11/01/32
    0


    8195747          964/U56             F           41,400.00         ZZ
                                         180         41,149.16          1
                                       7.500            383.78         90
                                       7.250            383.78
    DALLAS           TX   75228          1            09/13/02         23
    0434862793                           05           11/01/02          0
    252718                               O            10/01/17
    0


    8195749          964/U56             F          167,000.00         ZZ
                                         360        166,837.69          1
                                       6.125          1,014.71         80
                                       5.875          1,014.71
    LAS VEGAS        NV   89117          5            10/15/02         00
    0434862819                           03           12/01/02          0
    253232                               O            11/01/32
    0


    8195751          964/U56             F           88,017.00         ZZ
                                         180         87,776.43          1
                                       8.625            873.20         95
                                       8.375            873.20
    KATY             TX   77493          1            10/21/02         11
    0434862827                           05           12/01/02         30
    257207                               N            11/01/17
    0


    8195753          964/U56             F          131,200.00         ZZ
                                         360        131,100.17          1
1


                                       7.375            906.17         80
                                       7.125            906.17
    TAOS             NM   87571          2            10/09/02         00
    0434862835                           05           12/01/02          0
    259215                               O            11/01/32
    0


    8195771          964/U56             F          131,600.00         ZZ
                                         360        131,516.09          1
                                       8.250            988.67         80
                                       8.000            988.67
    POMONA           CA   91768          1            10/15/02         00
    0434862850                           05           12/01/02          0
    261051                               O            11/01/32
    0


    8196653          944/G01             F          112,000.00         ZZ
                                         180        112,000.00          1
                                       6.125            952.70         80
                                       5.875            952.70
    RAINIER          WA   98576          2            10/30/02         00
    0434897377                           05           01/01/03          0
    W02024341                            O            12/01/17
    0


    8199175          Q82/U56             F          270,000.00         ZZ
                                         360        269,687.53          1
                                       8.740          2,122.17        100
                                       8.240          2,122.17
    MEMPHIS          TN   38103          5            10/21/02         23
    0434898771                           03           11/25/02          0
    2010020927910                        O            10/25/32
    0


    8199181          Q82/U56             F           66,000.00         ZZ
                                         360         65,935.88          1
                                       9.680            563.66        100
                                       9.180            563.66
    CHARLOTTE        NC   28206          5            10/25/02         23
    0434907978                           05           11/30/02          0
    2010021033830                        O            10/30/32
    0


    8199195          Q82/U56             F          123,900.00         ZZ
                                         360        123,847.82          1
                                      10.230          1,108.43        100
                                       9.730          1,108.43
    CHANDLER         AZ   85224          1            10/22/02         23
    0434908851                           05           12/01/02          0
1


    2260021001480                        O            11/01/32
    0


    8199231          Q82/U56             F          162,500.00         ZZ
                                         360        162,290.76          1
                                       8.220          1,217.39        100
                                       7.720          1,217.39
    BOWLING GREEN    OH   43402          1            10/09/02         23
    0434903837                           05           11/09/02          0
    208002095820                         O            10/09/32
    0


    8199261          Q82/U56             F           86,244.50         ZZ
                                         180         86,030.41          1
                                       9.690            910.51         97
                                       9.190            910.51
    RICHMOND         KY   40475          5            10/26/02         23
    0434908000                           05           12/01/02          0
    205002091667                         O            11/01/17
    0


    8199275          Q82/U56             F          160,000.00         ZZ
                                         360        159,927.54          1
                                       9.890          1,391.13        100
                                       9.390          1,391.13
    POMPANO BEACH    FL   33064          1            10/30/02         23
    0434910329                           05           12/01/02          0
    2060021001880                        O            11/01/32
    0


    8199279          Q82/U56             F          136,800.00         ZZ
                                         360        136,725.12          1
                                       8.990          1,099.74         95
                                       8.490          1,099.74
    CASSELBERRY      FL   32707          5            10/23/02         23
    0434910782                           03           12/01/02          0
    225002100234                         O            11/01/32
    0


    8199301          Q82/U56             F          151,600.00         ZZ
                                         180        151,448.36          1
                                       9.440          1,268.11        100
                                       8.940          1,268.11
    HAMILTON         OH   45011          1            09/27/02         23
    0434898235                           05           11/01/02          0
    205002091563                         O            10/01/17
    0


1


    8199303          Q82/U56             F          125,000.00         ZZ
                                         180        124,940.43          1
                                       9.650          1,064.78        100
                                       9.150          1,064.78
    GLASSPORT        PA   15045          1            10/24/02         23
    0434908323                           05           12/01/02          0
    221002106265                         O            11/01/17
    0


    8199311          Q82/U56             F          129,000.00         ZZ
                                         360        128,924.07          1
                                       8.640          1,004.73        100
                                       8.140          1,004.73
    LEXINGTON        KY   40511          2            10/24/02         23
    0434920104                           05           12/01/02          0
    2050021003970                        O            11/01/32
    0


    8199325          Q82/U56             F          330,000.00         ZZ
                                         360        329,810.13          1
                                       8.750          2,596.12        100
                                       8.250          2,596.12
    NEW BRUNSWICK    NJ   08901          1            10/31/02         23
    0434903605                           05           12/01/02          0
    2030021005500                        O            11/01/32
    0


    8199335          Q82/U56             F           90,155.00         ZZ
                                         360         90,060.18          1
                                       9.200            738.42         95
                                       8.700            738.42
    WERNERSVILLE     PA   19565          1            10/09/02         23
    0434909008                           03           11/09/02          0
    203002088393                         O            10/09/32
    0


    8199343          Q82/U56             F          150,000.00         ZZ
                                         360        149,798.10          1
                                       9.750          1,288.74        100
                                       9.250          1,288.74
    SILVER SPRING    MD   20904          1            09/30/02         23
    0434903878                           05           11/01/02          0
    201002093437                         O            10/01/32
    0


    8199349          Q82/U56             F          143,500.00         ZZ
                                         360        143,432.05          1
                                       9.680          1,225.52        100
                                       9.180          1,225.52
1


    MIAMI            FL   33177          1            10/30/02         23
    0434903886                           05           12/01/02          0
    2060021002670                        O            11/01/32
    0


    8199357          Q82/U56             F          247,000.00         ZZ
                                         360        246,620.86          1
                                       9.350          2,049.94         95
                                       8.850          2,049.94
    GLENSIDE         PA   19038          5            09/19/02         23
    0434910220                           05           10/24/02          0
    222002087328                         O            09/24/32
    0


    8199387          Q82/U56             F           59,850.00         ZZ
                                         360         59,818.96          1
                                       9.250            492.38         95
                                       8.750            492.38
    JACKSON          MS   39212          1            11/01/02         23
    0434907069                           05           12/01/02          0
    201002093191                         O            11/01/32
    0


    8199389          Q82/U56             F           86,000.00         ZZ
                                         360         85,905.79          1
                                       9.100            698.18        100
                                       8.600            698.18
    BUSHKILL         PA   18324          1            10/10/02         23
    0434908935                           03           11/10/02          0
    2030021001020                        O            10/10/32
    0


    8199393          Q82/U56             F           62,000.00         ZZ
                                         180         61,966.06          1
                                       8.990            498.42        100
                                       8.490            498.42
    DETROIT          MI   48217          2            10/22/02         23
    0434908059                           05           12/01/02          0
    205002103016                         O            11/01/17
    0


    8199397          Q82/U56             F          105,000.00         ZZ
                                         360        104,864.80          1
                                       8.220            786.62        100
                                       7.720            786.62
    ORLANDO          FL   32810          1            10/11/02         23
    0434909404                           05           11/11/02          0
    225002099440                         O            10/11/32
    0
1




    8199405          Q82/U56             F          164,000.00         ZZ
                                         360        163,738.22          1
                                       7.150          1,107.67         80
                                       6.650          1,107.67
    NORRISTOWN       PA   19403          2            10/01/02         00
    0434907382                           05           11/12/02          0
    203002088413                         O            10/12/32
    0


    8199423          Q82/U56             F          167,000.00         ZZ
                                         360        166,816.49          1
                                       8.990          1,342.52         95
                                       8.490          1,342.52
    STRASBURG        VA   22657          5            09/20/02         23
    0434906558                           05           11/01/02          0
    222002097500                         O            10/01/32
    0


    8199429          Q82/U56             F          111,000.00         ZZ
                                         360        110,947.43          1
                                       9.680            947.97        100
                                       9.180            947.97
    VERO BEACH       FL   32962          2            10/22/02         23
    0434907531                           05           12/01/02          0
    225002100159                         O            11/01/32
    0


    8199435          Q82/U56             F           97,000.00         ZZ
                                         360         96,956.06          1
                                       9.890            843.38        100
                                       9.390            843.38
    SOUTHAVEN        MS   38671          5            10/28/02         23
    0434898581                           05           12/01/02          0
    2010021038880                        O            11/01/32
    0


    8199439          Q82/U56             F          206,550.00         ZZ
                                         360        206,311.39          1
                                       8.750          1,624.93         90
                                       8.250          1,624.93
    CHAMPION         PA   15622          5            10/16/02         23
    0434910154                           05           11/21/02          0
    202002092777                         O            10/21/32
    0


    8199465          Q82/U56             F          273,500.00         ZZ
                                         360        273,228.15          1
1


                                       9.470          2,293.76         95
                                       8.970          2,293.76
    BABYLON          NY   11702          5            10/11/02         23
    0434919320                           05           11/22/02          0
    203002109387                         O            10/22/32
    0


    8199479          Q82/U56             F          128,000.00         ZZ
                                         360        127,856.39          1
                                       8.890          1,019.81         95
                                       8.390          1,019.81
    ATWATER          OH   44201          5            10/18/02         23
    0434941878                           05           11/23/02          0
    2020021005410                        O            10/23/32
    0


    8199481          Q82/U56             F          118,000.00         ZZ
                                         360        117,857.31          1
                                       9.490            991.35        100
                                       8.990            991.35
    HAYES            VA   23072          5            10/16/02         23
    0434941662                           05           11/21/02          0
    222002087435                         O            10/21/32
    0


    8199493          Q82/U56             F           73,150.00         ZZ
                                         360         73,073.85          1
                                       9.250            601.79         95
                                       8.750            601.79
    NEBO             NC   28761          5            10/04/02         23
    0434914537                           05           11/09/02          0
    2010020925230                        O            10/09/32
    0


    8199531          Q82/U56             F           91,000.00         ZZ
                                         360         90,957.54          1
                                       9.750            781.84        100
                                       9.250            781.84
    RAWLINS          WY   82301          5            10/21/02         23
    0434904116                           05           12/01/02          0
    226002109935                         O            11/01/32
    0


    8199565          Q82/U56             F          135,777.00         ZZ
                                         360        135,651.12          1
                                       9.800          1,171.53        100
                                       9.300          1,171.53
    FRESNO           TX   77545          1            10/24/02         23
    0434941605                           05           11/24/02          0
1


    2320021001270                        O            10/24/32
    0


    8199575          Q82/U56             F          135,000.00         ZZ
                                         360        134,724.78          1
                                       8.200          1,009.47        100
                                       7.700          1,009.47
    COLUMBIA         TN   38401          5            10/10/02         23
    0434920146                           05           11/16/02          0
    201002080791                         O            10/16/32
    0


    8199589          Q82/U56             F           52,000.00         ZZ
                                         360         51,913.25          1
                                       8.990            418.03        100
                                       8.490            418.03
    ALIQUIPPA        PA   15001          1            08/30/02         23
    0434915153                           05           10/01/02          0
    202002070842                         O            09/01/32
    0


    8199613          Q82/U56             F           91,100.00         ZZ
                                         360         91,007.72          1
                                       9.380            758.06        100
                                       8.880            758.06
    COLUMBUS         NC   28722          5            10/18/02         23
    0434898730                           05           11/23/02          0
    2010021035600                        O            10/23/32
    0


    8199619          Q82/U56             F          125,000.00         ZZ
                                         360        124,824.59          1
                                       7.800            899.84        100
                                       7.300            899.84
    GRAND PRAIRIE    TX   75052          1            10/21/02         23
    0434914776                           05           11/21/02          0
    2320021001000                        O            10/21/32
    0


    8199621          Q82/U56             F           92,150.00         ZZ
                                         360         92,105.14          1
                                       9.550            778.22         95
                                       9.050            778.22
    ORLANDO          FL   32818          1            10/24/02         23
    0434903845                           05           12/01/02          0
    225002099581                         O            11/01/32
    0


1


    8199633          Q82/U56             F           57,000.00         ZZ
                                         360         56,972.19          1
                                       9.540            480.96         95
                                       9.040            480.96
    NANTICOKE        PA   18634          5            10/22/02         23
    0434909230                           05           12/02/02          0
    203002109596                         O            11/02/32
    0


    8199635          Q82/U56             F          101,000.00         ZZ
                                         360        100,950.31          1
                                       9.500            849.27        100
                                       9.000            849.27
    THOMASVILLE      NC   27360          2            10/24/02         23
    0434910717                           05           12/01/02          0
    2010021038010                        O            11/01/32
    0


    8199673          Q82/U56             F          100,000.00         ZZ
                                         180         99,896.54          1
                                       9.280            824.86        100
                                       8.780            824.86
    ROANOKE          VA   24019          5            10/18/02         23
    0434898318                           05           11/23/02          0
    2010020924620                        O            10/23/17
    0


    8199701          Q82/U56             F           58,500.00         ZZ
                                         240         58,355.00          1
                                      10.500            584.06         75
                                      10.000            584.06
    APOLLO           PA   15613          5            10/14/02         00
    0434904207                           05           11/23/02          0
    203002109628                         O            10/23/22
    0


    8199707          Q82/U56             F          145,141.00         ZZ
                                         360        144,981.18          1
                                       8.980          1,165.75        100
                                       8.480          1,165.75
    LEANDER          TX   78641          1            10/22/02         23
    0434903910                           05           11/22/02          0
    232002080790                         O            10/22/32
    0


    8199713          Q82/U56             F          112,500.00         ZZ
                                         180        112,376.36          1
                                       8.990            904.40         90
                                       8.490            904.40
1


    MIDDLETOWN       OH   45042          2            09/25/02         23
    0434898268                           05           11/01/02          0
    205002088256                         O            10/01/17
    0


    8199747          Q82/U56             F          103,700.00         ZZ
                                         180        103,084.74          1
                                       7.740            975.51         85
                                       7.240            975.51
    LAVISTA          NE   68128          5            09/27/02         23
    0434903753                           05           11/02/02          0
    2280020906260                        O            10/02/17
    0


    8199761          Q82/U56             F          104,000.00         ZZ
                                         360        103,795.85          1
                                       6.760            675.24         69
                                       6.260            675.24
    MIDLAND          MI   48640          2            09/24/02         00
    0434904074                           05           11/01/02          0
    208002084937                         O            10/01/32
    0


    8199777          Q82/U56             F          132,000.00         ZZ
                                         360        131,821.91          1
                                       7.990            967.65        100
                                       7.490            967.65
    MARION           OH   43302          5            09/26/02         23
    0434919361                           05           11/01/02          0
    205002090883                         O            10/01/32
    0


    8201771          696/G01             F          353,600.00         ZZ
                                         360        353,288.03          1
                                       6.625          2,264.14         80
                                       6.375          2,264.14
    BETHESDA         MD   20817          1            10/18/02         00
    0434949707                           05           12/01/02          0
    25602281                             O            11/01/32
    0


    8201781          696/G01             F          284,000.00         ZZ
                                         360        283,736.96          1
                                       6.375          1,771.79         80
                                       6.125          1,771.79
    MT AIRY          MD   21771          1            10/29/02         00
    0434950077                           03           12/01/02          0
    10102114                             O            11/01/32
    0
1




    8201785          696/G01             F          336,000.00         ZZ
                                         360        335,703.56          1
                                       6.625          2,151.44         80
                                       6.375          2,151.44
    BURKE            VA   22015          1            10/24/02         00
    0434943825                           03           12/01/02          0
    21702279                             O            11/01/32
    0


    8203749          X44/U57             F           94,200.00         ZZ
                                         180         93,925.43          1
                                       8.750            741.07         95
                                       8.500            741.07
    LINDENWOLD       NJ   08021          1            08/01/02         01
    0434954590                           05           09/01/02         25
    5667                                 O            08/01/17
    0


    8204107          G51/U57             F          168,300.00         ZZ
                                         360        168,125.91          1
                                       9.280          1,388.23         90
                                       9.030          1,388.23
    LITTLETON        CO   80121          1            09/20/02         23
    0434890273                           05           11/01/02          0
    20000548                             N            10/01/32
    0


    8204113          G51/U57             F          401,244.00         ZZ
                                         360        400,567.88          1
                                       6.875          2,635.89         75
                                       6.625          2,635.89
    BOULDER          CO   80302          5            09/19/02         00
    0434889515                           05           11/01/02          0
    20000687                             O            10/01/32
    0


    8204125          G51/U57             F           95,000.00         ZZ
                                         180         94,792.17          1
                                       6.600            606.73         48
                                       6.350            606.73
    DENVER           CO   80234          2            09/26/02         00
    0434889598                           05           11/01/02          0
    20000794                             O            10/01/17
    0


    8204127          G51/U57             F          181,600.00         ZZ
                                         360        181,278.66          1
1


                                       6.625          1,162.81         77
                                       6.375          1,162.81
    FORT COLLINS     CO   80524          2            09/20/02         00
    0434889622                           05           11/01/02          0
    20000848                             O            10/01/32
    0


    8204133          G51/U57             F          180,000.00         ZZ
                                         180        179,859.73          1
                                       7.255          1,228.53         90
                                       7.005          1,228.53
    DENVER           CO   80229          5            10/03/02         23
    0434890414                           05           12/01/02          0
    20000969                             O            11/01/17
    0


    8204135          G51/U57             F          134,000.00         ZZ
                                         180        133,889.51          1
                                       6.970            888.81         90
                                       6.720            888.81
    LITTLETON        CO   80122          2            10/07/02         23
    0434890430                           01           12/01/02          0
    20001017                             O            11/01/17
    0


    8204137          G51/U57             F          157,300.00         ZZ
                                         180        157,182.55          1
                                       7.470          1,096.64         84
                                       7.220          1,096.64
    FORT LUPTON      CO   80621          5            10/15/02         23
    0434890455                           05           12/01/02          0
    20001055                             O            11/01/17
    0


    8204141          G51/U57             F          175,750.00         ZZ
                                         180        175,608.76          1
                                       7.100          1,181.10         95
                                       6.850          1,181.10
    PHOENIX          AZ   85018          1            10/15/02         23
    0434890505                           05           12/01/02          0
    20001188                             O            11/01/17
    0


    8204145          G51/U57             F          324,000.00         ZZ
                                         180        323,793.60          1
                                       8.255          2,435.25         90
                                       8.005          2,435.25
    LAKEWOOD         CO   80227          5            10/18/02         23
    0434890539                           05           12/01/02          0
1


    20001457                             O            11/01/17
    0


    8204147          G51/U57             F          166,500.00         ZZ
                                         360        166,393.93          1
                                       8.255          1,251.45         90
                                       8.005          1,251.45
    COLORADO SPRING  CO   80911          5            10/18/02         23
    0434890562                           05           12/01/02          0
    20001474                             O            11/01/32
    0


    8204149          G51/U57             F          252,000.00         ZZ
                                         180        251,815.76          1
                                       7.575          1,774.99        100
                                       7.325          1,774.99
    WHEAT RIDGE      CO   80214          1            10/21/02         23
    0434890596                           05           12/01/02          0
    20001475                             O            11/01/17
    0


    8204155          G51/U57             F          220,000.00         ZZ
                                         360        219,844.88          1
                                       7.755          1,576.87         95
                                       7.505          1,576.87
    GREELEY          CO   80634          1            10/18/02         23
    0434890604                           05           12/01/02          0
    20001560                             O            11/01/32
    0


    8204157          G51/U57             F          125,000.00         ZZ
                                         360        124,894.98          1
                                       6.875            821.17         37
                                       6.625            821.17
    DENVER           CO   80211          5            10/18/02         00
    0434889713                           05           12/01/02          0
    20001618                             O            11/01/32
    0


    8204167          G51/U57             F           72,850.00         ZZ
                                         360         72,775.67          1
                                       9.325            603.28         95
                                       9.075            603.28
    CLEARWATER       FL   33755          1            09/23/02         23
    0434890679                           05           11/01/02          0
    25000655                             N            10/01/32
    0


1


    8204169          G51/U57             F           49,680.00         ZZ
                                         180         49,631.23          1
                                       9.530            418.83         90
                                       9.280            418.83
    TAMPA            FL   33616          1            09/26/02         23
    0434890687                           05           11/01/02          0
    25000703                             N            10/01/17
    0


    8204171          G51/U57             F          173,850.00         ZZ
                                         360        173,714.37          1
                                       7.250          1,185.97         95
                                       7.000          1,185.97
    AURORA           CO   80013          1            10/15/02         00
    0434889788                           03           12/01/02          0
    28000007                             N            11/01/32
    0


    8204173          G51/U57             F          300,000.00         ZZ
                                         360        299,415.33          1
                                       6.125          1,822.84         80
                                       5.875          1,822.84
    AURORA           CO   80016          5            09/23/02         00
    0434889804                           03           11/01/02          0
    20000417                             O            10/01/32
    0


    8205241          A06/G01             F          230,000.00         ZZ
                                         360        229,786.97          1
                                       6.375          1,434.91         80
                                       6.125          1,434.91
    GRAND RAPIDS     MI   49546          2            10/31/02         00
    0434939203                           05           12/01/02          0
    1000020220855                        O            11/01/32
    0


    8206189          926/926             F          860,774.23         ZZ
                                         166        812,196.09          1
                                       7.250          8,227.57         94
                                       6.750          8,227.57
    HILTON HEAD ISL  SC   29928          1            02/01/02         23
    162002244                            05           03/01/02          0
    162002244                            O            12/01/15
    0


    8206199          926/926             F          682,000.00         ZZ
                                         360        675,553.46          1
                                       7.125          4,594.77         57
                                       6.625          4,594.77
1


    HILTON HEAD ISL  SC   29928          5            12/07/01         00
    163025772                            05           02/01/02          0
    163025772                            O            01/01/32
    0


    8206203          926/926             F          600,000.00         ZZ
                                         360        595,890.73          1
                                       7.500          4,195.29         75
                                       7.000          4,195.29
    HILTON HEAD ISL  SC   29928          5            02/08/02         00
    163026416                            05           04/01/02          0
    163026416                            O            03/01/32
    0


    8206477          E22/G01             F          217,600.00         ZZ
                                         360        217,600.00          1
                                       6.375          1,357.54         80
                                       6.125          1,357.54
    BOISE            ID   83709          2            11/08/02         00
    0415447101                           03           01/01/03          0
    0415447101                           O            12/01/32
    0


    8206669          964/U56             F          300,700.00         ZZ
                                         360        300,482.36          1
                                       7.625          2,128.34         76
                                       7.375          2,128.34
    SCOTTSDALE       AZ   85262          2            10/02/02         00
    0434891131                           05           12/01/02          0
    255998                               O            11/01/32
    0


    8206671          964/U56             F          336,000.00         ZZ
                                         360        335,785.74          1
                                       8.250          2,524.26         95
                                       8.000          2,524.26
    SHORELINE        WA   98133          1            10/09/02         10
    0434891347                           05           12/01/02         30
    278660                               O            11/01/32
    0


    8206675          964/U56             F           94,525.00         ZZ
                                         360         94,454.85          1
                                       7.500            660.93         95
                                       7.250            660.93
    HOUSTON          TX   77099          1            10/16/02         11
    0434891255                           03           12/01/02         30
    284145                               O            11/01/32
    0
1




    8207665          L21/U56             F           79,000.00         ZZ
                                         360         78,941.37          1
                                       7.500            552.38         79
                                       7.250            552.38
    TWP OF WINSLOW   NJ   08081          2            10/11/02         00
    0434887022                           05           12/01/02          0
    0209CR1805                           N            11/01/32
    0


    8207667          L21/U56             F           88,000.00         ZZ
                                         360         87,934.69          1
                                       7.500            615.31         80
                                       7.250            615.31
    CLEMENTON BORO   NJ   08021          5            10/11/02         00
    0434886982                           05           12/01/02          0
    0209CR1807                           N            11/01/32
    0


    8207669          L21/U56             F           62,000.00         ZZ
                                         360         61,953.99          1
                                       7.500            433.51         80
                                       7.250            433.51
    BROOKLAWN BORO   NJ   08030          5            10/11/02         00
    0434887014                           05           12/01/02          0
    0209CR1810                           N            11/01/32
    0


    8207673          L21/U56             F           73,000.00         ZZ
                                         360         72,960.13          1
                                       9.000            587.37         80
                                       8.750            587.37
    CITY OF TRENTON  NJ   08638          1            10/15/02         00
    0434886875                           05           12/01/02          0
    0209CR1885                           N            11/01/32
    0


    8207675          L21/U56             F           82,900.00         ZZ
                                         360         82,860.29          1
                                       9.625            704.64         95
                                       9.375            704.64
    PEMBERTON TWP    NJ   08015          1            10/15/02         23
    0434887048                           05           12/01/02          0
    0210CR1914                           O            11/01/32
    0


    8207677          L21/U56             F          181,600.00         ZZ
                                         360        181,458.33          4
1


                                       7.250          1,238.84         80
                                       7.000          1,238.84
    LAKEWOOD TWP     NJ   08701          1            10/17/02         00
    0434886966                           05           12/01/02          0
    0210CR1924                           O            11/01/32
    0


    8207679          L21/U56             F           96,000.00         ZZ
                                         180         95,734.65          1
                                       8.500            945.35         71
                                       8.250            945.35
    BALTIMORE        MD   21222          5            10/07/02         00
    0434886909                           05           12/01/02          0
    703--02274                           N            11/01/17
    0


    8207691          L21/U56             F           80,000.00         ZZ
                                         180         79,744.84          1
                                       6.875            713.49         63
                                       6.625            713.49
    BELCHERTOWN      MA   01007          5            10/21/02         00
    0434886933                           05           12/01/02          0
    C040183                              O            11/01/17
    0


    8207695          L21/U56             F          107,120.00         ZZ
                                         180        106,796.36          1
                                       7.500            993.02         80
                                       7.250            993.02
    CRESTLINE        CA   92325          1            10/21/02         00
    0434886941                           05           12/01/02          0
    LT-7268152                           O            11/01/17
    0


    8211183          Q82/U56             F          115,000.00         ZZ
                                         360        114,929.46          1
                                       8.440            879.37        100
                                       7.940            879.37
    GREENWOOD        SC   29649          5            11/08/02         23
    0434934238                           05           12/14/02          0
    2010021033890                        O            11/14/32
    0


    8211185          Q82/U56             F          100,000.00         ZZ
                                         180         99,958.77          1
                                      10.330            902.06         95
                                       9.830            902.06
    MIDDLETOWN       OH   45044          2            10/29/02         23
    0434934121                           05           12/04/02          0
1


    205002091231                         O            11/04/17
    0


    8211209          Q82/U56             F          156,750.00         ZZ
                                         360        156,663.30          1
                                       8.940          1,254.49         95
                                       8.440          1,254.49
    DENVER           CO   80207          5            10/25/02         23
    0434931184                           05           12/01/02          0
    210002100793                         O            11/01/32
    0


    8211221          Q82/U56             F          118,750.00         ZZ
                                         360        118,633.68          1
                                       9.540          1,001.99         95
                                       9.040          1,001.99
    MIAMI            FL   33147          5            10/22/02         23
    0434933453                           05           11/28/02          0
    2060021001770                        O            10/28/32
    0


    8211237          Q82/U56             F          107,000.00         ZZ
                                         180        106,947.36          1
                                       9.500            899.72         95
                                       9.000            899.72
    CHARLOTTE        NC   28213          5            11/01/02         23
    0434931077                           05           12/06/02          0
    2010020930060                        O            11/06/17
    0


    8211303          Q82/U56             F           95,000.00         ZZ
                                         360         94,918.94          1
                                      10.190            847.07        100
                                       9.690            847.07
    SHEFFIELD LAKE   OH   44054          1            10/21/02         23
    0434930616                           05           11/21/02          0
    2020021002190                        O            10/21/32
    0


    8211307          Q82/U56             F           81,700.00         ZZ
                                         360         81,659.72          1
                                       9.490            686.39         95
                                       8.990            686.39
    MEMPHIS          TN   38128          5            10/24/02         23
    0434933321                           05           12/01/02          0
    2010021033500                        O            11/01/32
    0


1


    8211311          Q82/U56             F           50,000.00         ZZ
                                         360         49,975.92          1
                                       9.600            424.08        100
                                       9.100            424.08
    MEMPHIS          TN   38112          5            10/29/02         23
    0434930582                           05           12/04/02          0
    2010021039990                        O            11/04/32
    0


    8211337          Q82/U56             F          209,500.00         ZZ
                                         360        209,375.41          1
                                       8.590          1,624.26        100
                                       8.090          1,624.26
    BROADVIEW HEIGH  OH   44147          1            10/29/02         23
    0434934345                           05           12/01/02          0
    202002102805                         O            11/01/32
    0


    8211349          Q82/U56             F          237,500.00         ZZ
                                         360        237,384.40          1
                                       9.550          2,005.70         95
                                       9.050          2,005.70
    PORTLAND         OR   97230          5            11/01/02         23
    0434933941                           05           12/10/02          0
    2230021002380                        O            11/10/32
    0


    8211351          Q82/U56             F           66,500.00         ZZ
                                         180         66,471.20          1
                                      10.100            588.51         95
                                       9.600            588.51
    UNIVERSITY CITY  MO   63130          5            10/30/02         23
    0434934071                           05           12/10/02          0
    221002106300                         O            11/10/17
    0


    8211353          Q82/U56             F          119,320.00         ZZ
                                         360        119,260.56          1
                                       9.440            998.09         95
                                       8.940            998.09
    HUMBLE           TX   77346          1            10/31/02         23
    0434933271                           03           12/01/02          0
    2320021001200                        O            11/01/32
    0


    8211369          Q82/U56             F           74,500.00         ZZ
                                         360         74,472.49          1
                                      10.840            700.49        100
                                      10.340            700.49
1


    TONAWANDA        NY   14150          1            10/30/02         23
    0434931457                           05           12/01/02          0
    2020020901100                        O            11/01/32
    0


    8211375          Q82/U56             F           65,550.00         ZZ
                                         180         65,478.87          1
                                       9.050            529.79         95
                                       8.550            529.79
    PEORIA           IL   61605          5            10/01/02         23
    0434933164                           05           11/07/02          0
    2070020901540                        O            10/07/17
    0


    8211381          Q82/U56             F          120,000.00         ZZ
                                         360        119,946.23          1
                                       9.940          1,047.77        100
                                       9.440          1,047.77
    MEMPHIS          TN   38141          5            11/05/02         23
    0434933677                           05           12/12/02          0
    2010021044300                        O            11/12/32
    0


    8211393          Q82/U56             F          169,000.00         ZZ
                                         360        168,894.41          1
                                       8.350          1,281.55        100
                                       7.850          1,281.55
    KUNKLETOWN       PA   18058          5            11/01/02         23
    0434934030                           05           12/11/02          0
    2030021005740                        O            11/11/32
    0


    8211423          Q82/U56             F           80,000.00         ZZ
                                         360         79,902.71          1
                                       8.500            615.14         92
                                       8.000            615.14
    AKRON            OH   44314          5            10/17/02         23
    0434934311                           05           11/22/02          0
    202002092263                         O            10/22/32
    0


    8211439          Q82/U56             F          112,000.00         ZZ
                                         180        111,703.75          1
                                       8.990          1,135.32        100
                                       8.490          1,135.32
    LOUISA           KY   41230          5            10/24/02         23
    0434934147                           05           12/01/02          0
    2010021036160                        O            11/01/17
    0
1




    8211457          Q82/U56             F          156,750.00         ZZ
                                         360        156,670.42          1
                                       9.350          1,300.92         95
                                       8.850          1,300.92
    HOLLYWOOD        FL   33021          5            11/08/02         23
    0434933958                           05           12/14/02          0
    2060021003130                        O            11/14/32
    0


    8211513          Q82/U56             F          248,900.00         ZZ
                                         360        248,779.88          1
                                       9.590          2,109.25         95
                                       9.090          2,109.25
    SOUDERTON        PA   18964          5            10/30/02         23
    0434930830                           05           12/09/02          0
    203002109697                         O            11/09/32
    0


    8211549          Q82/U56             F           75,525.00         ZZ
                                         360         75,496.87          1
                                      10.800            707.86         95
                                      10.300            707.86
    GULF BREEZE      FL   32563          5            11/04/02         23
    0434934170                           05           12/15/02          0
    2330021000890                        O            11/15/32
    0


    8211567          Q82/U56             F          159,000.00         ZZ
                                         360        158,907.95          1
                                       8.720          1,247.45        100
                                       8.220          1,247.45
    NORTHAMPTON      PA   18067          1            10/29/02         23
    0434933461                           05           12/01/02          0
    203002099350                         O            11/01/32
    0


    8211837          R54/U57             F           69,500.00         ZZ
                                         360         69,500.00          1
                                       9.250            571.76        100
                                       8.750            571.76
    WESTLAKE         LA   70669          1            11/08/02         23
    0434927125                           05           01/01/03          0
    2000004935                           O            12/01/32
    0


    8211971          K52/U56             F          100,000.00         ZZ
                                         360         99,871.75          1
1


                                      10.200            892.39         80
                                       9.700            892.39
    CEDAR HILL       TX   75104          5            08/22/02         00
    0434905824                           05           10/01/02          0
    216842                               O            09/01/32
    0


    8211973          K52/U56             F           49,600.00         ZZ
                                         180         49,529.23          1
                                       9.700            424.33         80
                                       9.200            424.33
    MC KEES ROCKS    PA   15136          5            09/06/02         00
    0434905832                           05           10/16/02          0
    219515                               O            09/16/17
    0


    8212059          K52/U56             F           60,300.00         ZZ
                                         180         60,244.68          1
                                       9.850            522.51         90
                                       9.350            522.51
    MEADVILLE        MO   64659          5            09/23/02         23
    0434906103                           05           11/02/02          0
    223112                               O            10/02/17
    0


    8212069          K52/U56             F           50,920.00         ZZ
                                         180         50,538.06          1
                                       9.700            537.89         80
                                       9.200            537.89
    MALVERN          AR   72104          5            09/06/02         00
    0434906277                           05           10/16/02          0
    223936                               O            09/16/17
    0


    8212073          K52/U56             F           58,500.00         ZZ
                                         180         58,428.10          1
                                      10.400            530.76         90
                                       9.900            530.76
    DETROIT          MI   48212          1            09/25/02         23
    0434906285                           05           10/30/02          0
    224464                               O            09/30/17
    0


    8212089          K52/U56             F           55,640.00         ZZ
                                         180         55,553.69          1
                                       9.300            459.76        104
                                       8.800            459.76
    WILKES BARRE     PA   18702          2            09/10/02         23
    0434906582                           05           10/21/02          0
1


    229302                               O            09/21/17
    0


    8212091          K52/U56             F           48,025.00         ZZ
                                         360         47,990.22          1
                                      10.950            455.54         85
                                      10.450            455.54
    DUNNELL          MN   56127          5            10/11/02         23
    0434906590                           05           11/22/02          0
    230083                               O            10/22/32
    0


    8212111          K52/U56             F           50,850.00         ZZ
                                         180         50,798.16          1
                                       9.350            422.03         90
                                       8.850            422.03
    MEMPHIS          TN   38109          5            09/27/02         23
    0434906723                           05           11/07/02          0
    237204                               O            10/07/17
    0


    8212119          K52/U56             F          113,900.00         ZZ
                                         180        113,797.72          1
                                       9.950            995.35         85
                                       9.450            995.35
    MAULDIN          SC   29662          5            09/25/02         23
    0434906806                           05           11/05/02          0
    238220                               O            10/05/17
    0


    8212133          K52/U56             F           62,400.00         ZZ
                                         360         62,346.29          1
                                      10.150            554.54         80
                                       9.650            554.54
    KANSAS CITY      MO   64132          5            10/11/02         00
    0434906905                           05           11/22/02          0
    239632                               O            10/22/32
    0


    8212215          N67/U56             F          144,000.00         ZZ
                                         180        143,898.37          1
                                       7.750          1,031.63         80
                                       7.500          1,031.63
    WEST NEW YORK    NJ   07093          2            10/04/02         00
    0434912119                           05           12/01/02          0
    3261002203A                          O            11/01/17
    0


1


    8212217          N67/U56             F          999,500.00         T
                                         360        998,909.90          1
                                       8.625          7,774.01         39
                                       8.375          7,774.01
    PALM BEACH       FL   33480          5            10/07/02         00
    0434912135                           05           12/01/02          0
    3261002242A                          O            11/01/32
    0


    8212219          N67/U56             F          145,600.00         ZZ
                                         360        145,497.23          1
                                       7.750          1,043.10         80
                                       7.500          1,043.10
    HANOVER PARK     IL   60133          5            10/04/02         00
    0434912168                           05           12/01/02          0
    3262002381A                          O            11/01/32
    0


    8212223          N67/U56             F          223,150.00         ZZ
                                         360        222,996.43          1
                                       7.875          1,617.99         95
                                       7.625          1,617.99
    CHICAGO          IL   60639          1            10/09/02         17
    0434913653                           05           12/01/02         35
    3262002594A                          O            11/01/32
    0


    8212233          N67/U56             F          193,500.00         ZZ
                                         360        193,359.95          1
                                       7.625          1,369.58         90
                                       7.375          1,369.58
    CHICAGO          IL   60618          5            10/01/02         17
    0434913729                           05           12/01/02         30
    3262002693A                          O            11/01/32
    0


    8212237          N67/U56             F          147,250.00         ZZ
                                         360        147,146.07          1
                                       7.750          1,054.92         95
                                       7.500          1,054.92
    WHEELING         IL   60090          1            10/03/02         06
    0434913786                           01           12/01/02         35
    3262002838A                          O            11/01/32
    0


    8212245          N67/U56             F          225,000.00         ZZ
                                         180        224,689.29          1
                                       7.875          1,631.41         75
                                       7.625          1,631.41
1


    LA GRANGE        IL   60525          5            09/27/02         00
    0434912291                           05           11/01/02          0
    3262002890A                          O            10/01/17
    0


    8212251          N67/U56             F          157,700.00         ZZ
                                         360        157,487.66          1
                                       8.000          1,157.15         95
                                       7.750          1,157.15
    CHICAGO          IL   60652          1            10/02/02         17
    0434913901                           05           11/01/02         35
    3262002911A                          O            10/01/32
    0


    8212253          N67/U56             F          237,500.00         ZZ
                                         180        237,340.64          1
                                       8.000          1,742.69         95
                                       7.750          1,742.69
    DES PLAINES      IL   60016          1            10/07/02         17
    0434913968                           05           12/01/02         35
    3262002913A                          O            11/01/17
    0


    8212255          N67/U56             F          139,150.00         ZZ
                                         360        139,056.64          1
                                       8.000          1,021.03         95
                                       7.750          1,021.03
    LOWELL           IN   46356          1            10/02/02         06
    0434913984                           05           12/01/02         35
    3262002939A                          O            11/01/32
    0


    8212259          N67/U56             F          140,000.00         ZZ
                                         360        139,885.25          2
                                       7.000            931.42         76
                                       6.750            931.42
    CICERO           IL   60804          5            10/01/02         00
    0434912333                           05           12/01/02          0
    3262002953A                          O            11/01/32
    0


    8212267          N67/U56             F          119,700.00         ZZ
                                         360        119,280.70          1
                                       8.125            888.77         95
                                       7.875            888.77
    REDFORD          MI   48239          1            10/01/02         13
    0434914115                           05           12/01/02         35
    3262002972A                          O            11/01/32
    0
1




    8212269          N67/U56             F           73,150.00         ZZ
                                         360         73,102.15          1
                                       8.125            543.14         95
                                       7.875            543.14
    HOBART           IN   46342          1            10/03/02         06
    0434914172                           05           12/01/02         35
    3262002999A                          O            11/01/32
    0


    8212273          N67/U56             F          194,750.00         ZZ
                                         360        194,507.06          1
                                       8.375          1,480.24         95
                                       8.125          1,480.24
    BROOKLYN         NY   11207          1            10/03/02         06
    0434914206                           05           11/01/02         35
    3274004323A                          O            10/01/32
    0


    8212275          N67/U56             F          280,000.00         ZZ
                                         360        279,623.00          2
                                       8.000          2,054.54         80
                                       7.750          2,054.54
    RICHMOND HILL    NY   11418          1            10/03/02         00
    0434912390                           05           11/01/02          0
    3274004330A                          O            10/01/32
    0


    8212279          N67/U56             F           82,150.00         ZZ
                                         360         82,090.54          1
                                       7.625            581.45         95
                                       7.375            581.45
    OWINGS MILLS     MD   21117          1            10/07/02         13
    0434914255                           05           12/01/02         35
    3274004347A                          O            11/01/32
    0


    8212283          N67/U56             F          342,000.00         ZZ
                                         360        341,539.53          2
                                       8.000          2,509.47         95
                                       7.750          2,509.47
    WOODHAVEN        NY   11421          1            10/01/02         17
    0434914271                           05           11/01/02         35
    3274004393A                          O            10/01/32
    0


    8212287          N67/U56             F          124,000.00         ZZ
                                         360        123,918.88          1
1


                                       8.125            920.70         80
                                       7.875            920.70
    WHITE PLAINS     NY   10601          1            10/07/02         00
    0434912416                           01           12/01/02          0
    3274004416A                          O            11/01/32
    0


    8212291          N67/U56             F           80,000.00         ZZ
                                         360         79,952.77          1
                                       8.625            622.23         82
                                       8.375            622.23
    PROVIDENCE       RI   02907          5            10/04/02         13
    0434914339                           05           12/01/02         25
    3274004518A                          O            11/01/32
    0


    8212341          N67/U56             F           30,000.00         ZZ
                                         360         29,978.29          1
                                       7.625            212.34         22
                                       7.375            212.34
    GLENS FALLS      NY   12801          5            10/02/02         00
    0434912465                           05           12/01/02          0
    3274004530A                          O            11/01/32
    0


    8212347          N67/U56             F          233,600.00         ZZ
                                         360        233,417.77          1
                                       7.250          1,593.56         80
                                       7.000          1,593.56
    YARDLEY          PA   19067          5            10/03/02         00
    0434912515                           05           12/01/02          0
    3274004609A                          O            11/01/32
    0


    8212349          N67/U56             F          139,550.00         ZZ
                                         360        139,352.38          1
                                       7.750            999.75         95
                                       7.500            999.75
    MT. RAINIER      MD   20712          1            10/03/02         06
    0434914685                           05           11/01/02         35
    3274004621A                          O            10/01/32
    0


    8212353          N67/U56             F          185,500.00         ZZ
                                         360        185,381.71          1
                                       8.250          1,393.60         70
                                       8.000          1,393.60
    WHITE HALL       MD   21161          2            10/03/02         00
    0434912531                           05           12/01/02          0
1


    3274004626A                          O            11/01/32
    0


    8212357          N67/U56             F           47,250.00         ZZ
                                         360         47,192.51          2
                                       8.500            363.31         75
                                       8.250            363.31
    SCHENECTADY      NY   12303          1            10/04/02         00
    0434912564                           05           11/01/02          0
    3274004663A                          O            10/01/32
    0


    8212363          N67/U56             F          113,900.00         ZZ
                                         360        113,827.37          2
                                       8.250            855.69         85
                                       8.000            855.69
    NEW BEDFORD      MA   02740          1            10/08/02         17
    0434914818                           05           12/01/02         25
    3274004735A                          N            11/01/32
    0


    8212365          N67/U56             F          268,000.00         ZZ
                                         360        267,657.05          2
                                       8.250          2,013.39         80
                                       8.000          2,013.39
    BROOKLYN         NY   11208          1            10/01/02         00
    0434912622                           05           11/01/02          0
    3274004737A                          O            10/01/32
    0


    8212367          N67/U56             F          121,500.00         ZZ
                                         360        121,414.25          1
                                       7.750            870.44         90
                                       7.500            870.44
    SALEM            VA   24153          5            10/04/02         06
    0434914875                           05           12/01/02         30
    3274004758A                          O            11/01/32
    0


    8212371          N67/U56             F          140,000.00         ZZ
                                         360        139,893.47          2
                                       7.375            966.95         40
                                       7.125            966.95
    STATEN ISLAND    NY   10312          5            10/04/02         00
    0434912655                           05           12/01/02          0
    3274004764A                          O            11/01/32
    0


1


    8212377          N67/U56             F          199,450.00         ZZ
                                         360        199,282.44          1
                                       6.875          1,310.24         95
                                       6.625          1,310.24
    WALDORF          MD   20603          1            10/07/02         06
    0434914966                           03           12/01/02         35
    3274004769A                          O            11/01/32
    0


    8212385          N67/U56             F          190,000.00         ZZ
                                         360        189,714.75          1
                                       8.375          1,444.14         95
                                       8.125          1,444.14
    SPRINGFIELD      VA   22152          1            10/03/02         17
    0434915039                           01           11/01/02         35
    3274004818A                          O            10/01/32
    0


    8212387          N67/U56             F          365,750.00         ZZ
                                         360        365,457.51          1
                                       7.125          2,464.13         95
                                       6.875          2,464.13
    SMITHTOWN        NY   11787          1            10/09/02         06
    0434915054                           05           12/01/02         35
    3274004874A                          O            11/01/32
    0


    8212389          N67/U56             F          160,000.00         ZZ
                                         360        159,878.25          1
                                       7.375          1,105.08         80
                                       7.125          1,105.08
    WAREHAM          MA   02571          5            10/04/02         00
    0434912713                           05           12/01/02          0
    3274004879A                          O            11/01/32
    0


    8212395          N67/U56             F          261,250.00         ZZ
                                         360        260,915.68          1
                                       8.250          1,962.68         95
                                       8.000          1,962.68
    ALEXANDRIA       VA   22307          1            10/04/02         17
    0434915229                           05           11/01/02         35
    3274004899A                          O            10/01/32
    0


    8212401          N67/U56             F          130,000.00         ZZ
                                         360        129,873.65          1
                                       6.125            789.89         52
                                       5.875            789.89
1


    CENTERVILLE      VA   20121          5            10/04/02         00
    0434912804                           03           12/01/02          0
    3274004926A                          O            11/01/32
    0


    8212403          N67/U56             F          204,250.00         ZZ
                                         180        203,960.43          1
                                       7.750          1,463.27         95
                                       7.500          1,463.27
    RANDALLSTOWN     MD   21133          1            10/02/02         13
    0434915351                           03           11/01/02         35
    3274004981A                          O            10/01/17
    0


    8212409          N67/U56             F          277,400.00         ZZ
                                         360        277,204.21          1
                                       7.750          1,987.33         95
                                       7.500          1,987.33
    FALLS CHURCH     VA   22042          1            10/07/02         17
    0434915385                           05           12/01/02         35
    3274004986A                          O            11/01/32
    0


    8212413          N67/U56             F          132,900.00         ZZ
                                         360        132,707.01          1
                                       7.625            940.66         95
                                       7.375            940.66
    EDGEWATER        MD   21037          1            10/04/02         17
    0434915419                           05           11/01/02         35
    3274004999A                          O            10/01/32
    0


    8212417          N67/U56             F          247,400.00         ZZ
                                         180        246,652.82          1
                                       7.500          2,293.43         90
                                       7.250          2,293.43
    NEWARK           DE   19711          1            10/07/02         17
    0434915476                           03           12/01/02         30
    3274005069A                          O            11/01/17
    0


    8212421          N67/U56             F          600,000.00         ZZ
                                         360        599,607.52          4
                                       8.125          4,454.98         69
                                       7.875          4,454.98
    NEW YORK         NY   10031          1            10/04/02         00
    0434912838                           05           12/01/02          0
    3274005071A                          O            11/01/32
    0
1




    8212425          N67/U56             F          270,000.00         ZZ
                                         360        269,663.18          1
                                       8.375          2,052.20         72
                                       8.125          2,052.20
    JAMAICA          NY   11432          5            09/18/02         00
    0434912853                           05           11/01/02          0
    3275002712A                          O            10/01/32
    0


    8212433          N67/U56             F          237,500.00         ZZ
                                         360        237,211.22          1
                                       8.500          1,826.17         95
                                       8.250          1,826.17
    GREENBURGH       NY   10603          1            09/26/02         17
    0434915625                           01           11/01/02         35
    3275002837A                          O            10/01/32
    0


    8212439          N67/U56             F          266,000.00         ZZ
                                         360        265,613.71          1
                                       7.625          1,882.74         95
                                       7.375          1,882.74
    SPRINGFIELD      VA   22151          1            09/26/02         17
    0434915682                           05           11/01/02         35
    3275002893A                          O            10/01/32
    0


    8212443          N67/U56             F          174,800.00         ZZ
                                         360        174,592.85          1
                                       8.625          1,359.58         95
                                       8.375          1,359.58
    SOUTH HADLEY     MA   01075          1            09/12/02         13
    0434915708                           05           11/01/02         35
    3275002907A                          O            10/01/32
    0


    8212447          N67/U56             F          371,250.00         ZZ
                                         360        370,639.60          1
                                       7.000          2,469.94         75
                                       6.750          2,469.94
    SUDBURY          MA   01776          5            09/19/02         00
    0434912911                           05           11/01/02          0
    3275002923A                          O            10/01/32
    0


    8212459          N67/U56             F           56,000.00         ZZ
                                         360         55,946.87          1
1


                                       6.250            344.80         70
                                       6.000            344.80
    DAYTON           OH   45403          2            10/11/02         00
    0434912937                           05           12/01/02          0
    3262003032A                          N            11/01/32
    0


    8212467          N67/U56             F          256,000.00         ZZ
                                         360        255,553.06          2
                                       7.875          1,856.18         80
                                       7.625          1,856.18
    ELIZABETH        NJ   07208          1            10/03/02         00
    0434912960                           05           11/01/02          0
    3264001207A                          O            10/01/32
    0


    8212471          N67/U56             F          185,600.00         ZZ
                                         360        185,447.87          1
                                       7.000          1,234.80         80
                                       6.750          1,234.80
    DES PLAINES      IL   60016          5            10/01/02         00
    0434912986                           05           12/01/02          0
    3262003035A                          O            11/01/32
    0


    8212475          N67/U56             F          171,000.00         ZZ
                                         180        170,882.32          1
                                       7.875          1,239.87         95
                                       7.625          1,239.87
    CHICAGO          IL   60645          1            10/08/02         17
    0434915872                           01           12/01/02         35
    3262003041A                          O            11/01/17
    0


    8212487          N67/U56             F          151,900.00         ZZ
                                         360        151,795.46          1
                                       7.875          1,101.38         95
                                       7.625          1,101.38
    BERWYN           IL   60402          1            10/09/02         13
    0434915948                           05           12/01/02         35
    3262003044A                          O            11/01/32
    0


    8212491          N67/U56             F           54,400.00         ZZ
                                         360         54,362.56          1
                                       7.875            394.44         80
                                       7.625            394.44
    CALUMET CITY     IL   60409          1            10/02/02         00
    0434913018                           05           12/01/02          0
1


    3262003080A                          O            11/01/32
    0


    8212495          N67/U56             F          183,400.00         ZZ
                                         360        183,267.26          1
                                       7.625          1,298.09         95
                                       7.375          1,298.09
    RIVER GROVE      IL   60171          1            10/04/02         06
    0434916037                           05           12/01/02         35
    3262003081A                          O            11/01/32
    0


    8212499          N67/U56             F           92,700.00         ZZ
                                         360         92,637.80          1
                                       8.000            680.20         90
                                       7.750            680.20
    HAMMOND          IN   46323          5            10/03/02         17
    0434916086                           05           12/01/02         30
    3262003082A                          O            11/01/32
    0


    8212503          N67/U56             F          134,400.00         ZZ
                                         360        134,307.51          1
                                       7.875            974.49         80
                                       7.625            974.49
    MOUNT PROSPECT   IL   60056          1            10/09/02         00
    0434913042                           01           12/01/02          0
    3262003091A                          O            11/01/32
    0


    8212511          N67/U56             F          376,000.00         ZZ
                                         360        375,706.69          1
                                       7.250          2,564.98         80
                                       7.000          2,564.98
    DEERFIELD        IL   60015          5            10/02/02         00
    0434913059                           05           12/01/02          0
    3262003096A                          O            11/01/32
    0


    8212515          N67/U56             F          130,000.00         ZZ
                                         180        129,571.73          1
                                       6.500          1,132.44         69
                                       6.250          1,132.44
    HUDSON           FL   34667          1            10/07/02         00
    0434913067                           05           12/01/02          0
    3262003100A                          O            11/01/17
    0


1


    8212519          N67/U56             F          190,000.00         ZZ
                                         180        189,869.25          1
                                       7.875          1,377.63         95
                                       7.625          1,377.63
    CHICAGO          IL   60607          1            10/02/02         06
    0434916235                           01           12/01/02         35
    3262003117A                          O            11/01/17
    0


    8212523          N67/U56             F          160,450.00         ZZ
                                         180        160,347.68          1
                                       8.250          1,205.41         95
                                       8.000          1,205.41
    STREAMWOOD       IL   60107          1            10/09/02         13
    0434916276                           05           12/01/02         35
    3262003129A                          O            11/01/17
    0


    8212531          N67/U56             F          170,000.00         ZZ
                                         360        169,880.02          1
                                       7.750          1,217.90         91
                                       7.500          1,217.90
    PALATINE         IL   60074          1            10/09/02         17
    0434916342                           03           12/01/02         35
    3262003151A                          O            11/01/32
    0


    8212535          N67/U56             F          153,800.00         ZZ
                                         180        153,696.80          1
                                       8.000          1,128.53         95
                                       7.750          1,128.53
    CRETE            IL   60417          1            10/04/02         06
    0434916391                           05           12/01/02         35
    3262003158A                          O            11/01/17
    0


    8212539          N67/U56             F          131,950.00         ZZ
                                         360        131,863.68          1
                                       8.125            979.73         95
                                       7.875            979.73
    FLUSHING         MI   48433          1            10/04/02         17
    0434916425                           05           12/01/02         35
    3262003207A                          O            11/01/32
    0


    8212543          N67/U56             F          122,850.00         ZZ
                                         360        122,771.66          1
                                       8.250            922.93         95
                                       8.000            922.93
1


    MIDDLE ISLAND    NY   11953          1            10/07/02         17
    0434916458                           01           12/01/02         35
    3264001219A                          O            11/01/32
    0


    8212563          N67/U56             F          137,750.00         ZZ
                                         360        137,549.96          1
                                       7.625            974.99         95
                                       7.375            974.99
    MIDDLE TOWNSHIP  NJ   08210          1            10/04/02         06
    0434916607                           05           11/01/02         35
    3264001369A                          O            10/01/32
    0


    8212567          N67/U56             F          186,200.00         ZZ
                                         180        185,859.21          2
                                       8.500          1,431.72         95
                                       8.250          1,431.72
    CHICAGO          IL   60632          1            08/20/02         17
    0434916656                           05           10/01/02         35
    3265003165A                          O            09/01/17
    0


    8212583          N67/U56             F          213,750.00         ZZ
                                         180        213,431.74          1
                                       7.500          1,494.57         95
                                       7.250          1,494.57
    CHICAGO          IL   60656          1            09/11/02         17
    0434916763                           05           11/01/02         35
    3265003307A                          O            10/01/17
    0


    8212587          N67/U56             F           80,750.00         ZZ
                                         180         80,410.15          1
                                       7.875            585.50         95
                                       7.625            585.50
    HARVEY           IL   60426          1            09/23/02         17
    0434916805                           05           11/01/02         35
    3265003344A                          O            10/01/17
    0


    8212613          N67/U56             F          206,150.00         ZZ
                                         360        205,834.29          1
                                       7.375          1,423.83         95
                                       7.125          1,423.83
    CHICAGO          IL   60638          1            09/17/02         17
    0434916888                           05           11/01/02         35
    3265003362A                          O            10/01/32
    0
1




    8212617          N67/U56             F          132,000.00         ZZ
                                         180        131,826.72          2
                                       8.125            980.10         76
                                       7.875            980.10
    CHICAGO          IL   60629          5            09/26/02         00
    0434913240                           05           11/01/02          0
    3265003365A                          N            10/01/17
    0


    8212621          N67/U56             F          200,000.00         ZZ
                                         360        199,671.17          1
                                       7.000          1,330.60         80
                                       6.750          1,330.60
    ADDISON          IL   60101          1            09/25/02         00
    0434913265                           05           11/01/02          0
    3265003376A                          O            10/01/32
    0


    8212631          N67/U56             F          193,800.00         ZZ
                                         180        193,532.37          1
                                       7.875          1,405.19         95
                                       7.625          1,405.19
    ELMHURST         IL   60126          1            09/24/02         17
    0434916987                           05           11/01/02         35
    3265003390A                          O            10/01/17
    0


    8212635          N67/U56             F           96,400.00         ZZ
                                         360         96,336.94          1
                                       8.125            715.77         95
                                       7.875            715.77
    NEWPORT NEWS     VA   23607          1            10/07/02         13
    0434917027                           05           12/01/02         35
    3274002907A                          O            11/01/32
    0


    8212651          N67/U56             F          343,900.00         ZZ
                                         360        343,481.86          2
                                       8.500          2,644.29         95
                                       8.250          2,644.29
    MALDEN           MA   02148          1            10/04/02         17
    0434917159                           05           11/01/02         35
    3274003995A                          O            10/01/32
    0


    8212657          N67/U56             F           50,900.00         ZZ
                                         360         50,870.72          1
1


                                       8.750            400.43         90
                                       8.500            400.43
    ATHENS           NY   12015          1            10/08/02         17
    0434917191                           05           12/01/02         30
    3274004072A                          O            11/01/32
    0


    8212663          N67/U56             F          104,500.00         ZZ
                                         360        104,433.37          1
                                       8.250            785.07         95
                                       8.000            785.07
    SPRING TOWNSHIP  PA   19609          1            10/10/02         13
    0434917233                           05           12/01/02         35
    3274004074A                          O            11/01/32
    0


    8212669          N67/U56             F          173,350.00         ZZ
                                         360        173,122.44          1
                                       8.125          1,287.12         95
                                       7.875          1,287.12
    HAMDEN           CT   06517          1            10/02/02         13
    0434917274                           05           11/01/02         35
    3274004146A                          O            10/01/32
    0


    8212675          N67/U56             F          123,500.00         ZZ
                                         360        122,971.22          1
                                       8.250            927.81         95
                                       8.000            927.81
    MARTINSBURG      WV   25401          1            10/01/02         06
    0434917316                           05           11/01/02         35
    3274004153A                          O            10/01/32
    0


    8212685          N67/U56             F          131,100.00         ZZ
                                         360        131,009.77          1
                                       7.875            950.57         95
                                       7.625            950.57
    WORCESTER        MA   01604          1            10/07/02         17
    0434917340                           05           12/01/02         35
    3274004182A                          O            11/01/32
    0


    8212711          N67/U56             F          440,000.00         ZZ
                                         360        439,719.43          1
                                       8.250          3,305.57         80
                                       8.000          3,305.57
    FLUSHING         NY   11358          1            10/07/02         00
    0434913364                           05           12/01/02          0
1


    3274004235A                          O            11/01/32
    0


    8212717          N67/U56             F           87,850.00         ZZ
                                         360         87,795.40          1
                                       8.375            667.72         95
                                       8.125            667.72
    LAREDO           TX   78045          1            10/07/02         17
    0434917431                           05           12/01/02         35
    1161001006A                          O            11/01/32
    0


    8212723          N67/U56             F          179,550.00         ZZ
                                         180        179,435.51          1
                                       8.250          1,348.90         95
                                       8.000          1,348.90
    OLATHE           KS   66061          1            10/08/02         13
    0434917472                           03           12/01/02         35
    1161001626A                          O            11/01/17
    0


    8212729          N67/U56             F          148,800.00         ZZ
                                         360        148,694.98          1
                                       7.750          1,066.02         79
                                       7.500          1,066.02
    O'FALLON         MO   63366          1            10/09/02         00
    0434913380                           05           12/01/02          0
    1161001998A                          O            11/01/32
    0


    8212735          N67/U56             F          126,350.00         ZZ
                                         360        126,260.82          1
                                       7.750            905.19         95
                                       7.500            905.19
    HOUSTON          TX   77082          1            10/03/02         13
    0434917548                           03           12/01/02         35
    1161002063A                          O            11/01/32
    0


    8212741          N67/U56             F          245,100.00         ZZ
                                         180        244,407.25          1
                                       8.250          2,377.81         95
                                       8.000          2,377.81
    CORPUS CHRISTI   TX   78413          1            10/08/02         06
    0434917589                           03           12/01/02         35
    1161002129A                          O            11/01/17
    0


1


    8212747          N67/U56             F           57,000.00         ZZ
                                         360         56,963.66          1
                                       8.250            428.22         95
                                       8.000            428.22
    EDINBURG         TX   78539          1            10/09/02         10
    0434917613                           05           12/01/02         35
    1161002153A                          O            11/01/32
    0


    8212759          N67/U56             F          100,200.00         ZZ
                                         360        100,136.11          1
                                       8.250            752.77         95
                                       8.000            752.77
    SPRINGFIELD      MO   65804          1            10/04/02         13
    0434917670                           05           12/01/02         35
    1161002243A                          O            11/01/32
    0


    8212767          N67/U56             F           87,400.00         ZZ
                                         360         87,263.23          1
                                       7.250            596.22         95
                                       7.000            596.22
    HOUSTON          TX   77070          1            10/03/02         17
    0434917704                           03           11/01/02         35
    1161002257A                          O            10/01/32
    0


    8212773          N67/U56             F          283,500.00         ZZ
                                         360        283,289.61          1
                                       7.500          1,982.27         90
                                       7.250          1,982.27
    AUSTIN           TX   78737          1            10/01/02         06
    0434917746                           05           12/01/02         30
    1161002278A                          O            11/01/32
    0


    8213129          W33/G01             F           95,000.00         ZZ
                                         360         94,768.47          1
                                       8.000            697.08        100
                                       7.750            697.08
    ANDREWS          IN   46702          2            10/04/02         23
    0434915856                           05           11/08/02          0
    0232511                              O            10/08/32
    0


    8213133          W33/G01             F          161,000.00         ZZ
                                         180        160,673.09          1
                                       7.990          1,180.24        100
                                       7.740          1,180.24
1


    TAYLOR           MI   48180          1            09/10/02         23
    0434915880                           05           10/10/02          0
    0232681                              O            09/10/17
    0


    8213139          W33/G01             F           66,432.00         ZZ
                                         180         66,342.38          1
                                       7.990            486.99        100
                                       7.740            486.99
    BENTON HARBOR    MI   49022          1            10/09/02         23
    0434915914                           05           11/08/02          0
    0232844                              O            10/08/17
    0


    8213147          W33/G01             F          128,000.00         ZZ
                                         360        127,807.50          1
                                       7.450            890.62        100
                                       7.200            890.62
    FORT GRATIOT     MI   48059          1            10/15/02         23
    0434915930                           05           11/14/02          0
    0232886                              O            10/14/32
    0


    8213151          W33/G01             F          141,000.00         ZZ
                                         360        140,795.25          1
                                       7.625            997.99        100
                                       7.375            997.99
    RICHMOND         IN   47374          1            10/24/02         23
    0434915963                           05           11/23/02          0
    0232945                              O            10/23/32
    0


    8213155          W33/G01             F          116,950.00         ZZ
                                         360        116,762.41          1
                                       7.125            787.91        100
                                       6.875            787.91
    ROCKFORD         IL   61114          1            10/25/02         23
    0434915989                           05           11/24/02          0
    0232946                              O            10/24/32
    0


    8213167          W33/G01             F          139,000.00         ZZ
                                         360        138,777.02          1
                                       7.125            936.47        100
                                       6.875            936.47
    NEWARK           OH   43055          5            10/25/02         23
    0434916060                           05           11/29/02          0
    0232991                              O            10/29/32
    0
1




    8213173          W33/G01             F          123,500.00         ZZ
                                         360        123,353.65          1
                                       8.625            960.57        100
                                       8.375            960.57
    MISHAWAKA        IN   46545          5            10/02/02         23
    0434916078                           05           11/06/02          0
    0233067                              O            10/06/32
    0


    8213175          N67/U56             F           57,000.00         ZZ
                                         360         56,872.91          1
                                       8.000            418.25         95
                                       7.750            418.25
    TAMPA            FL   33612          1            10/02/02         17
    0434919700                           05           11/01/02         35
    3254002216A                          O            10/01/32
    0


    8213179          N67/U56             F           54,150.00         ZZ
                                         360         54,066.39          1
                                       7.875            392.63         95
                                       7.625            392.63
    INVERNESS        FL   34452          2            09/27/02         17
    0434919718                           05           11/01/02         35
    3254002217A                          O            10/01/32
    0


    8213181          W33/G01             F           96,100.00         ZZ
                                         360         95,868.09          1
                                       7.125            647.44         94
                                       6.875            647.44
    PATASKALA        OH   43062          1            10/01/02         23
    0434916136                           05           10/31/02          0
    0233077                              O            09/30/32
    0


    8213183          W33/G01             F           81,600.00         ZZ
                                         180         81,464.76          1
                                       7.950            595.91        100
                                       7.700            595.91
    WEST MANCHESTER  OH   45382          2            10/23/02         23
    0434916144                           05           11/27/02          0
    0233084                              O            10/27/17
    0


    8213185          N67/U56             F          202,000.00         ZZ
                                         360        201,857.43          1
1


                                       7.750          1,447.15         73
                                       7.500          1,447.15
    BLUFFTON         SC   29910          5            10/03/02         00
    0434914859                           05           12/01/02          0
    3254002231A                          O            11/01/32
    0


    8213187          W33/G01             F          127,500.00         ZZ
                                         360        127,305.37          1
                                       7.375            880.61        103
                                       7.125            880.61
    SOUTH BEND       IN   46637          5            10/01/02         23
    0434916169                           05           11/04/02          0
    0233094                              O            10/04/32
    0


    8213191          W33/G01             F          155,000.00         ZZ
                                         180        154,816.32          1
                                       8.625          1,205.57         97
                                       8.375          1,205.57
    RINEYVILLE       KY   40162          5            10/01/02         23
    0434916177                           05           11/04/02          0
    0233114                              O            10/04/17
    0


    8213197          W33/G01             F           77,000.00         ZZ
                                         360         76,856.37          1
                                       7.125            518.76        100
                                       6.875            518.76
    HAMMOND          IN   46323          1            10/28/02         23
    0434916185                           05           11/27/02          0
    0233149                              O            10/27/32
    0


    8213215          W33/G01             F           56,050.00         ZZ
                                         360         55,960.09          1
                                       7.125            377.62        100
                                       6.875            377.62
    EAST CHICAGO     IN   46312          1            10/23/02         23
    0434916201                           05           11/22/02          0
    0233156                              O            10/22/32
    0


    8213219          W33/G01             F           90,000.00         ZZ
                                         360         89,898.72          1
                                       8.875            716.08        100
                                       8.625            716.08
    VALPARAISO       IN   46385          1            10/15/02         23
    0434916227                           05           11/14/02          0
1


    0233190                              O            10/14/32
    0


    8213223          W33/G01             F           73,000.00         ZZ
                                         360         72,882.91          1
                                       7.125            491.81        100
                                       6.875            491.81
    SOUTH BEND       IN   46637          1            10/02/02         23
    0434916250                           05           11/01/02          0
    0233191                              O            10/01/32
    0


    8213227          W33/G01             F           82,500.00         ZZ
                                         360         82,391.70          1
                                       8.125            612.56        100
                                       7.875            612.56
    MERRILLVILLE     IN   46410          1            10/07/02         23
    0434916284                           05           11/06/02          0
    0233207                              O            10/06/32
    0


    8213231          W33/G01             F          128,320.00         ZZ
                                         360        128,154.10          1
                                       8.200            959.52        103
                                       7.950            959.52
    WOLCOTTVILLE     IN   46795          2            10/11/02         23
    0434916292                           05           11/16/02          0
    0233235                              O            10/16/32
    0


    8213241          W33/G01             F          109,000.00         ZZ
                                         360        108,824.51          1
                                       7.125            734.35        100
                                       6.875            734.35
    LANSING          IL   60438          1            10/08/02         23
    0434916359                           05           11/07/02          0
    0233292                              O            10/07/32
    0


    8213253          W33/G01             F          231,500.00         ZZ
                                         360        231,128.64          1
                                       7.125          1,559.66        100
                                       6.875          1,559.66
    CEDAR LAKE       IN   46303          1            10/11/02         23
    0434916409                           05           11/10/02          0
    0233338                              O            10/10/32
    0


1


    8213257          W33/G01             F          242,000.00         ZZ
                                         360        241,648.59          1
                                       7.625          1,712.86        100
                                       7.375          1,712.86
    GROSSE POINTE F  MI   48236          1            10/15/02         23
    0434916433                           05           11/14/02          0
    0233363                              O            10/14/32
    0


    8213267          W33/G01             F           79,400.00         ZZ
                                         360         79,267.12          1
                                       7.375            548.40        100
                                       7.125            548.40
    SHEPHERDSVILLE   KY   40165          1            10/15/02         23
    0434916441                           05           11/14/02          0
    0233370                              O            10/14/32
    0


    8213273          W33/G01             F           90,000.00         ZZ
                                         360         89,855.63          1
                                       7.125            606.35        100
                                       6.875            606.35
    LIGONIER         IN   46767          2            10/22/02         23
    0434916474                           05           11/25/02          0
    0233385                              O            10/25/32
    0


    8213277          W33/G01             F           92,000.00         ZZ
                                         360         91,890.97          1
                                       8.625            715.57        100
                                       8.375            715.57
    BOWLING GREEN    KY   42103          2            10/23/02         23
    0434916516                           05           11/27/02          0
    0233417                              O            10/27/32
    0


    8213279          N67/U56             F          134,550.00         ZZ
                                         360        134,459.72          1
                                       8.000            987.28         90
                                       7.750            987.28
    MARGATE          FL   33068          1            10/09/02         13
    0434920096                           03           12/01/02         30
    3254002510A                          O            11/01/32
    0


    8213281          W33/G01             F           60,900.00         ZZ
                                         360         60,820.05          1
                                       8.125            452.18        100
                                       7.875            452.18
1


    HENDERSON        KY   42420          1            10/03/02         23
    0434916524                           05           11/02/02          0
    0233401                              O            10/02/32
    0


    8213287          W33/G01             F          136,500.00         ZZ
                                         360        136,311.50          1
                                       7.875            989.72        103
                                       7.625            989.72
    MADISON          OH   44057          1            10/02/02         23
    0434916565                           05           11/01/02          0
    0233419                              O            10/01/32
    0


    8213289          N67/U56             F          139,400.00         ZZ
                                         360        139,207.49          1
                                       7.875          1,010.75         85
                                       7.625          1,010.75
    MIAMI            FL   33177          1            10/04/02         13
    0434920153                           03           11/01/02         25
    3254002562A                          N            10/01/32
    0


    8213291          W33/G01             F           85,500.00         ZZ
                                         360         85,338.74          1
                                       7.125            576.03        100
                                       6.875            576.03
    ANDERSON         IN   46012          1            10/09/02         23
    0434916581                           05           11/08/02          0
    0233421                              O            10/08/32
    0


    8213293          N67/U56             F          246,443.00         ZZ
                                         360        246,003.35          1
                                       8.625          1,916.81         95
                                       8.375          1,916.81
    PEARLAND         TX   77584          1            08/15/02         17
    0434920179                           03           10/01/02         35
    3255002500A                          O            09/01/32
    0


    8213295          W33/G01             F           83,000.00         ZZ
                                         180         82,917.86          1
                                       9.490            697.30        100
                                       9.240            697.30
    CHICAGO          IL   60620          1            10/22/02         23
    0434916599                           05           11/21/02          0
    0233429                              O            10/21/17
    0
1




    8213297          W33/G01             F          180,000.00         ZZ
                                         360        179,786.70          1
                                       8.625          1,400.02        100
                                       8.375          1,400.02
    CHINA            MI   48054          5            10/04/02         23
    0434916623                           05           11/08/02          0
    0233430                              O            10/08/32
    0


    8213303          N67/U56             F          228,000.00         ZZ
                                         360        227,514.08          1
                                       7.750          1,633.43         95
                                       7.500          1,633.43
    SPRING           TX   77379          1            09/04/02         06
    0434920203                           03           10/01/02         35
    3255003110A                          O            09/01/32
    0


    8213305          W33/G01             F          198,930.00         ZZ
                                         360        198,655.30          1
                                       7.875          1,442.38        103
                                       7.625          1,442.38
    BLOOMFIELD TOWN  MI   48302          1            10/25/02         23
    0434916664                           05           11/24/02          0
    0233453                              O            10/24/32
    0


    8213307          N67/U56             F          202,500.00         ZZ
                                         360        202,099.90          1
                                       8.125          1,503.56         90
                                       7.875          1,503.56
    CUMMING          GA   30040          1            08/26/02         17
    0434920211                           03           10/01/02         30
    3255003116A                          O            09/01/32
    0


    8213309          W33/G01             F           95,000.00         ZZ
                                         360         94,846.64          1
                                       7.125            640.03        100
                                       6.875            640.03
    SAGINAW          MI   48604          5            10/18/02         23
    0434916698                           05           11/22/02          0
    0233476                              O            10/22/32
    0


    8213311          N67/U56             F          247,900.00         ZZ
                                         360        247,446.25          1
1


                                       8.500          1,906.14         95
                                       8.250          1,906.14
    MIRAMAR          FL   33027          1            08/30/02         06
    0434920245                           03           10/01/02         35
    3255003141A                          O            09/01/32
    0


    8213313          W33/G01             F          141,000.00         ZZ
                                         360        140,795.25          1
                                       7.625            997.99        100
                                       7.375            997.99
    PORTLAND         MI   48875          2            10/17/02         23
    0434916722                           05           11/21/02          0
    0233477                              O            10/21/32
    0


    8213315          N67/U56             F          145,800.00         ZZ
                                         360        145,545.50          1
                                       7.875          1,057.16         90
                                       7.625          1,057.16
    DELTONA          FL   32738          5            09/19/02         06
    0434920252                           05           11/01/02         30
    3255003222A                          O            10/01/32
    0


    8213319          W33/G01             F          132,000.00         ZZ
                                         360        131,808.31          1
                                       7.625            934.29        100
                                       7.375            934.29
    CHICAGO          IL   60652          1            10/22/02         23
    0434916748                           05           11/21/02          0
    0233478                              O            10/21/32
    0


    8213323          W33/G01             F           89,900.00         ZZ
                                         360         89,755.79          1
                                       7.125            605.67        100
                                       6.875            605.67
    HAMMOND          IN   46324          1            10/09/02         23
    0434916789                           05           11/08/02          0
    0233480                              O            10/08/32
    0


    8213327          W33/G01             F          174,070.00         ZZ
                                         360        173,758.23          1
                                       8.875          1,384.98        103
                                       8.625          1,384.98
    SPRINGFIELD      IL   62704          2            10/04/02         23
    0434916813                           05           11/08/02          0
1


    0233484                              O            10/08/32
    0


    8213329          N67/U56             F          175,000.00         ZZ
                                         360        174,770.26          1
                                       8.125          1,299.38         90
                                       7.875          1,299.38
    BENSENVILLE      IL   60106          1            09/26/02         06
    0434920344                           05           11/01/02         30
    3255003252A                          O            10/01/32
    0


    8213333          W33/G01             F          162,000.00         ZZ
                                         360        161,756.37          1
                                       7.450          1,127.19        100
                                       7.200          1,127.19
    LOWELL           IN   46356          1            10/18/02         23
    0434916821                           05           11/17/02          0
    0233492                              O            10/17/32
    0


    8213335          N67/U56             F          104,500.00         ZZ
                                         360        104,359.31          1
                                       8.000            766.78         95
                                       7.750            766.78
    ELYRIA           OH   44035          1            09/23/02         17
    0434920369                           05           11/01/02         35
    3255003266A                          O            10/01/32
    0


    8213337          W33/G01             F          110,000.00         ZZ
                                         360        109,877.44          1
                                       9.125            895.00        100
                                       8.875            895.00
    KOKOMO           IN   46901          2            10/04/02         23
    0434916847                           05           11/08/02          0
    0233516                              O            10/08/32
    0


    8213339          N67/U56             F          135,375.00         ZZ
                                         360        135,201.75          1
                                       8.250          1,017.03         95
                                       8.000          1,017.03
    PORT ST. LUCIE   FL   34986          1            09/27/02         06
    0434920385                           05           11/01/02         35
    3255003305A                          O            10/01/32
    0


1


    8213341          W33/G01             F           87,000.00         ZZ
                                         180         86,455.37          1
                                       7.125            788.07         99
                                       6.875            788.07
    LAKE STATION     IN   46405          2            10/04/02         23
    0434916896                           05           11/08/02          0
    0233526                              O            10/08/17
    0


    8213345          W33/G01             F          255,000.00         ZZ
                                         360        254,552.50          1
                                       7.950          1,862.22        100
                                       7.700          1,862.22
    LINDEN           MI   48451          1            10/18/02         23
    0434916904                           05           11/17/02          0
    0233533                              O            10/17/32
    0


    8213347          N67/U56             F          188,100.00         ZZ
                                         360        187,865.46          2
                                       8.750          1,479.78         95
                                       8.500          1,479.78
    PERTH AMBOY      NJ   08861          1            10/03/02         17
    0434920427                           05           11/01/02         35
    3261001612A                          O            10/01/32
    0


    8213349          W33/G01             F           55,000.00         ZZ
                                         360         54,932.59          1
                                       8.625            427.78        100
                                       8.375            427.78
    JASONVILLE       IN   47438          5            10/04/02         23
    0434916912                           05           11/08/02          0
    0233538                              O            10/08/32
    0


    8213353          W33/G01             F          100,636.00         ZZ
                                         180        100,474.58          1
                                       7.125            678.00        100
                                       6.875            678.00
    INDIANAPOLIS     IN   46217          1            10/11/02         23
    0434916920                           05           11/10/02          0
    0233555                              O            10/10/17
    0


    8213359          W33/G01             F           66,900.00         ZZ
                                         360         66,799.39          1
                                       7.450            465.49        100
                                       7.200            465.49
1


    SOUTH BEND       IN   46637          1            10/18/02         23
    0434916946                           05           11/17/02          0
    0233577                              O            10/17/32
    0


    8213363          W33/G01             F          195,271.00         ZZ
                                         360        194,953.31          1
                                       7.125          1,315.58        100
                                       6.875          1,315.58
    LAKEWOOD         IL   60014          1            10/03/02         23
    0434916961                           09           11/02/02          0
    0233580                              O            10/02/32
    0


    8213369          W33/G01             F          160,000.00         ZZ
                                         360        159,767.66          1
                                       7.625          1,132.47        100
                                       7.375          1,132.47
    DORR             MI   49323          1            10/22/02         23
    0434916979                           05           11/21/02          0
    0233581                              O            10/21/32
    0


    8213373          W33/G01             F          123,500.00         ZZ
                                         360        123,301.89          1
                                       7.125            832.04        100
                                       6.875            832.04
    CLAY TOWNSHIP    MI   48001          1            10/31/02         23
    0434917001                           05           11/30/02          0
    0233587                              O            10/30/32
    0


    8213375          N67/U56             F          169,000.00         ZZ
                                         180        168,854.50          2
                                       6.750          1,096.13         77
                                       6.500          1,096.13
    PATERSON         NJ   07502          5            10/09/02         00
    0434915377                           05           12/01/02          0
    3261001882A                          O            11/01/17
    0


    8213377          W33/G01             F           56,650.00         ZZ
                                         360         56,570.33          1
                                       8.200            423.60        103
                                       7.950            423.60
    BRIDGEPORT       MI   48722          1            10/31/02         23
    0434917035                           05           11/30/02          0
    0233591                              O            10/30/32
    0
1




    8213383          W33/G01             F           79,000.00         ZZ
                                         360         78,885.28          1
                                       7.625            559.16        100
                                       7.375            559.16
    BATTLE CREEK     MI   49015          2            10/15/02         23
    0434917050                           05           11/18/02          0
    0233594                              O            10/18/32
    0


    8213387          W33/G01             F          138,020.00         ZZ
                                         360        137,829.41          1
                                       7.875          1,000.74        103
                                       7.625          1,000.74
    HARTFORD CITY    IN   47348          2            10/07/02         23
    0434917084                           05           11/10/02          0
    0233601                              O            10/10/32
    0


    8213389          N67/U56             F           85,500.00         ZZ
                                         180         85,009.64          1
                                       8.125            823.26         90
                                       7.875            823.26
    CHARLESTON       IL   61920          5            09/30/02         17
    0434920625                           05           11/01/02         30
    3261001946A                          O            10/01/17
    0


    8213391          W33/G01             F           95,500.00         ZZ
                                         360         95,346.81          1
                                       7.125            643.40        101
                                       6.875            643.40
    GREENCASTLE      IN   46135          1            10/18/02         23
    0434917118                           05           11/17/02          0
    0233606                              O            10/17/32
    0


    8213393          N67/U56             F          228,000.00         ZZ
                                         180        227,808.45          2
                                       6.875          1,497.80         80
                                       6.625          1,497.80
    CHICAGO          IL   60618          1            10/07/02         00
    0434915500                           05           12/01/02          0
    3261001994A                          O            11/01/17
    0


    8213395          W33/G01             F          113,300.00         ZZ
                                         360        113,118.26          1
1


                                       7.125            763.32         98
                                       6.875            763.32
    HANNA            IN   46340          2            10/25/02         23
    0434917142                           05           11/29/02          0
    0233623                              O            10/29/32
    0


    8213397          N67/U56             F          118,750.00         ZZ
                                         180        118,661.87          1
                                       7.500            830.32         95
                                       7.250            830.32
    LANOKA HARBOR    NJ   08734          1            10/01/02         13
    0434920641                           05           12/01/02         35
    3261002055A                          O            11/01/17
    0


    8213399          W33/G01             F          189,000.00         ZZ
                                         360        188,751.90          1
                                       8.125          1,403.32        100
                                       7.875          1,403.32
    BOLINGBROOK      IL   60440          2            10/11/02         23
    0434917175                           05           11/16/02          0
    0233626                              O            10/16/32
    0


    8213403          W33/G01             F          112,000.00         ZZ
                                         360        111,867.28          1
                                       8.625            871.12        100
                                       8.375            871.12
    LOUISVILLE       KY   40223          5            10/21/02         23
    0434917209                           05           11/24/02          0
    0233627                              O            10/24/32
    0


    8213405          N67/U56             F          130,500.00         ZZ
                                         180        130,390.37          1
                                       6.875            857.29         90
                                       6.625            857.29
    MELROSE PARK     IL   60160          1            10/07/02         17
    0434920682                           05           12/01/02         30
    3261002082A                          O            11/01/17
    0


    8213407          W33/G01             F          160,000.00         ZZ
                                         360        159,681.72          1
                                       7.950          1,168.45         97
                                       7.700          1,168.45
    CROWN POINT      IN   46307          2            10/21/02         23
    0434917217                           05           11/24/02          0
1


    0233628                              O            10/24/32
    0


    8213409          N67/U56             F          196,650.00         ZZ
                                         180        196,384.11          1
                                       8.000          1,442.95         95
                                       7.750          1,442.95
    LYNWOOD          IL   60411          1            10/03/02         17
    0434920690                           05           11/01/02         35
    3261002091A                          O            10/01/17
    0


    8213415          W33/G01             F          129,000.00         ZZ
                                         180        128,815.47          1
                                       7.700            919.72        100
                                       7.450            919.72
    MUNCIE           IN   47304          1            10/07/02         23
    0434917241                           05           11/06/02          0
    0233634                              O            10/06/17
    0


    8213421          W33/G01             F           75,000.00         ZZ
                                         360         74,891.08          1
                                       7.625            530.85        100
                                       7.375            530.85
    GRAND RAPIDS     MI   49504          2            10/21/02         23
    0434917266                           05           11/24/02          0
    0233645                              O            10/24/32
    0


    8213425          W33/G01             F           80,000.00         ZZ
                                         360         79,920.82          1
                                       9.490            672.10         89
                                       9.240            672.10
    BLOOMFIELD HILL  MI   48304          2            10/16/02         23
    0434917290                           05           11/20/02          0
    0233651                              O            10/20/32
    0


    8213427          W33/G01             F           95,400.00         ZZ
                                         360         95,236.54          1
                                       7.625            675.24        100
                                       7.375            675.24
    FORT WAYNE       IN   46804          1            10/16/02         23
    0434917324                           05           11/15/02          0
    0233649                              O            10/15/32
    0


1


    8213431          W33/G01             F           64,375.00         ZZ
                                         360         64,309.73          1
                                       9.375            535.44        103
                                       9.125            535.44
    FORT WAYNE       IN   46819          1            10/11/02         23
    0434917332                           05           11/10/02          0
    0233653                              O            10/10/32
    0


    8213433          W33/G01             F           97,000.00         ZZ
                                         360         96,844.40          1
                                       7.125            653.51        100
                                       6.875            653.51
    ST. JOSEPH       MI   49085          1            10/30/02         23
    0434917365                           05           11/29/02          0
    0233660                              O            10/29/32
    0


    8213435          W33/G01             F          110,000.00         ZZ
                                         360        109,823.55          1
                                       7.125            741.09        100
                                       6.875            741.09
    GOSHEN           IN   46528          5            10/24/02         23
    0434917381                           05           11/28/02          0
    0233663                              O            10/28/32
    0


    8213437          W33/G01             F          105,000.00         ZZ
                                         360        104,857.17          1
                                       7.950            766.80        100
                                       7.700            766.80
    BEDFORD          IN   47421          1            10/16/02         23
    0434917399                           05           11/15/02          0
    0233665                              O            10/15/32
    0


    8213439          W33/G01             F          208,000.00         ZZ
                                         360        207,717.09          1
                                       7.950          1,518.99        100
                                       7.700          1,518.99
    SAGINAW          MI   48603          1            10/11/02         23
    0434917407                           05           11/10/02          0
    0233675                              O            10/10/32
    0


    8213441          W33/G01             F          192,000.00         ZZ
                                         360        191,721.20          1
                                       7.625          1,358.96        100
                                       7.375          1,358.96
1


    SURGAR GROVE     IL   60554          1            10/29/02         23
    0434917415                           05           11/28/02          0
    0233677                              O            10/28/32
    0


    8213443          W33/G01             F          177,160.00         ZZ
                                         360        176,875.82          1
                                       7.125          1,193.56        100
                                       6.875          1,193.56
    BROOKLYN         MI   49230          1            10/29/02         23
    0434917423                           05           11/28/02          0
    0233681                              O            10/28/32
    0


    8213445          W33/G01             F           70,400.00         ZZ
                                         360         70,316.58          1
                                       8.625            547.56        100
                                       8.375            547.56
    DETROIT          MI   48203          2            10/11/02         23
    0434917464                           05           11/16/02          0
    0233695                              O            10/16/32
    0


    8213447          W33/G01             F          142,000.00         ZZ
                                         360        141,806.86          1
                                       7.950          1,037.00        100
                                       7.700          1,037.00
    MAYWOOD          IL   60153          1            10/21/02         23
    0434917480                           05           11/20/02          0
    0233699                              O            10/20/32
    0


    8213451          W33/G01             F          128,500.00         ZZ
                                         360        128,306.74          1
                                       7.450            894.10        100
                                       7.200            894.10
    WILLIAMSTON      MI   48895          1            10/18/02         23
    0434917506                           05           11/17/02          0
    0233705                              O            10/17/32
    0


    8213455          W33/G01             F           95,000.00         ZZ
                                         360         94,862.06          1
                                       7.625            672.40        100
                                       7.375            672.40
    FERNDALE         MI   48220          1            10/18/02         23
    0434917522                           05           11/17/02          0
    0233712                              O            10/17/32
    0
1




    8213457          W33/G01             F          183,068.00         ZZ
                                         360        182,806.14          1
                                       7.700          1,305.20        102
                                       7.450          1,305.20
    WEST OLIVE       MI   49460          2            10/18/02         23
    0434917555                           05           11/22/02          0
    0233718                              O            10/22/32
    0


    8213459          W33/G01             F          120,000.00         ZZ
                                         360        119,816.82          1
                                       7.375            828.81        103
                                       7.125            828.81
    GEORGETOWN       KY   40324          1            10/29/02         23
    0434917571                           05           11/28/02          0
    0233736                              O            10/28/32
    0


    8213461          W33/G01             F          125,000.00         ZZ
                                         360        124,933.48          1
                                       9.125          1,017.04        100
                                       8.875          1,017.04
    MANITO           IL   61546          2            10/28/02         23
    0434917597                           05           12/01/02          0
    0233725                              O            11/01/32
    0


    8213463          W33/G01             F          208,900.00         ZZ
                                         360        208,595.23          1
                                       7.625          1,478.58        100
                                       7.375          1,478.58
    BRIGHTON         MI   48116          1            10/10/02         23
    0434917621                           05           11/09/02          0
    0233741                              O            10/09/32
    0


    8213467          W33/G01             F          170,000.00         ZZ
                                         360        169,727.31          1
                                       7.125          1,145.32        100
                                       6.875          1,145.32
    EVANSVILLE       IN   47710          5            10/18/02         23
    0434917654                           05           11/22/02          0
    0233765                              O            10/22/32
    0


    8213469          W33/G01             F           42,000.00         ZZ
                                         360         41,942.01          1
1


                                       7.875            304.53        100
                                       7.625            304.53
    SOUTH BEND       IN   46616          1            10/23/02         23
    0434917688                           05           11/22/02          0
    0233768                              O            10/22/32
    0


    8213473          W33/G01             F          105,000.00         ZZ
                                         180        104,857.17          1
                                       7.950            766.80        100
                                       7.700            766.80
    INDIANAPOLIS     IN   46237          1            10/18/02         23
    0434917712                           05           11/17/02          0
    0233770                              O            10/17/17
    0


    8213475          W33/G01             F          133,900.00         ZZ
                                         360        133,824.93          1
                                       8.875          1,065.37        103
                                       8.625          1,065.37
    HAMILTON         MI   49419          2            10/29/02         23
    0434917738                           05           12/02/02          0
    0233781                              O            11/02/32
    0


    8213477          W33/G01             F          139,000.00         ZZ
                                         360        138,905.79          1
                                       7.950          1,015.09        100
                                       7.700          1,015.09
    CLAWSON          MI   48017          2            10/30/02         23
    0434917753                           05           12/04/02          0
    0233782                              O            11/04/32
    0


    8213481          W33/G01             F          146,000.00         ZZ
                                         180        145,111.51          1
                                       7.450          1,349.29        100
                                       7.200          1,349.29
    KOKOMO           IN   46901          5            10/21/02         23
    0434917779                           05           11/24/02          0
    0233783                              O            10/24/17
    0


    8213487          W33/G01             F           86,000.00         ZZ
                                         180         85,461.64          1
                                       7.125            779.01        100
                                       6.875            779.01
    INDIANAPOLIS     IN   46203          2            10/22/02         23
    0434917787                           05           11/25/02          0
1


    0233800                              O            10/25/17
    0


    8213491          W33/G01             F           74,500.00         ZZ
                                         360         74,386.28          1
                                       7.375            514.55        100
                                       7.125            514.55
    YORKTOWN         IN   47396          1            10/18/02         23
    0434917829                           05           11/17/02          0
    0233810                              O            10/17/32
    0


    8213495          W33/G01             F          119,000.00         ZZ
                                         360        118,821.05          1
                                       7.450            827.99        100
                                       7.200            827.99
    FLINT            MI   48503          1            10/22/02         23
    0434917878                           05           11/21/02          0
    0233860                              O            10/21/32
    0


    8213499          W33/G01             F          172,000.00         ZZ
                                         360        171,862.45          1
                                       7.125          1,158.80        100
                                       6.875          1,158.80
    EVERGREEN PARK   IL   60805          5            10/30/02         23
    0434917894                           05           12/04/02          0
    0233864                              O            11/04/32
    0


    8213507          W33/G01             F          142,000.00         ZZ
                                         360        141,893.55          1
                                       7.450            988.03        100
                                       7.200            988.03
    ALLEGAN          MI   49010          2            10/31/02         23
    0434917928                           05           12/05/02          0
    0233873                              O            11/05/32
    0


    8213511          W33/G01             F          175,000.00         ZZ
                                         360        174,873.34          1
                                       7.625          1,238.64        100
                                       7.375          1,238.64
    HOLT             MI   48842          2            10/31/02         23
    0434917944                           05           12/05/02          0
    0233877                              O            11/05/32
    0


1


    8213515          W33/G01             F          125,146.00         ZZ
                                         360        124,973.18          1
                                       7.875            907.40        100
                                       7.625            907.40
    MISHAWAKA        IN   46544          1            10/31/02         23
    0434917969                           05           11/30/02          0
    0233934                              O            10/30/32
    0


    8213521          W33/G01             F          250,000.00         ZZ
                                         360        249,676.78          1
                                       8.200          1,869.39        103
                                       7.950          1,869.39
    ROYAL OAK        MI   48067          1            10/31/02         23
    0434918009                           05           11/30/02          0
    0234005                              O            10/30/32
    0


    8213525          W33/G01             F           94,245.00         ZZ
                                         360         94,184.29          1
                                       8.200            704.72        103
                                       7.950            704.72
    LEBANON          IN   46052          2            10/31/02         23
    0434918041                           05           12/05/02          0
    0234020                              O            11/05/32
    0


    8213659          964/U56             F          200,000.00         ZZ
                                         360        199,843.98          1
                                       7.250          1,364.35         89
                                       7.000          1,364.35
    TUCSON           AZ   85745          5            10/02/02         01
    0434920872                           05           12/01/02         25
    230523                               O            11/01/32
    0


    8213665          964/U56             F           56,150.00         ZZ
                                         360         56,111.35          1
                                       7.875            407.13         90
                                       7.625            407.13
    KEIZER           OR   97303          1            10/24/02         01
    0434920930                           05           12/01/02         25
    255899                               O            11/01/32
    0


    8213667          964/U56             F           88,017.00         ZZ
                                         180         87,770.99          1
                                       8.375            860.30         92
                                       8.125            860.30
1


    KATY             TX   77493          1            10/21/02         11
    0434927240                           05           12/01/02         30
    257235                               N            11/01/17
    0


    8213669          964/U56             F           99,000.00         ZZ
                                         360         98,940.03          1
                                       8.500            761.22         58
                                       8.250            761.22
    MADRAS           OR   97741          5            10/21/02         00
    0434920989                           05           12/01/02          0
    257664                               N            11/01/32
    0


    8213671          964/U56             F          190,000.00         ZZ
                                         360        189,908.98          2
                                       9.625          1,614.98         85
                                       9.375          1,614.98
    PORTLAND         OR   97236          2            10/16/02         00
    0434921011                           05           12/01/02          0
    259680                               N            11/01/32
    0


    8213673          964/U56             F           80,000.00         ZZ
                                         360         79,939.13          1
                                       7.375            552.54         80
                                       7.125            552.54
    PORTLAND         OR   97206          5            10/21/02         00
    0434921037                           05           12/01/02          0
    262213                               N            11/01/32
    0


    8213675          964/U56             F          100,000.00         ZZ
                                         180         99,681.06          1
                                       6.875            891.86         90
                                       6.625            891.86
    GLENDALE         AZ   85306          5            10/16/02         01
    0434927281                           05           12/01/02         25
    265173                               O            11/01/17
    0


    8213681          964/U56             F          315,000.00         ZZ
                                         360        314,766.23          1
                                       7.500          2,202.52         90
                                       7.250          2,202.52
    LAS VEGAS        NV   89129          5            10/21/02         23
    0434921102                           05           12/01/02          0
    269106                               O            11/01/32
    0
1




    8213683          964/U56             F          120,000.00         ZZ
                                         360        119,906.39          1
                                       7.250            818.61         80
                                       7.000            818.61
    DALLAS           OR   97338          1            10/18/02         23
    0434921136                           27           12/01/02          0
    268663                               O            11/01/32
    0


    8213685          964/U56             F           91,200.00         ZZ
                                         360         91,135.63          1
                                       7.750            653.37         80
                                       7.500            653.37
    KANSAS CITY      MO   64119          5            10/24/02         00
    0434921730                           05           12/01/02          0
    271121                               N            11/01/32
    0


    8213687          964/U56             F           77,600.00         ZZ
                                         360         77,545.23          1
                                       7.750            555.94         80
                                       7.500            555.94
    KANSAS CITY      MO   64116          5            10/24/02         00
    0434921763                           05           12/01/02          0
    271124                               N            11/01/32
    0


    8213689          964/U56             F          130,900.00         ZZ
                                         360        130,792.70          1
                                       7.000            870.88         85
                                       6.750            870.88
    TACOMA           WA   98408          5            10/18/02         04
    0434921169                           05           12/01/02         12
    271717                               O            11/01/32
    0


    8213691          964/U56             F          120,000.00         ZZ
                                         360        119,899.18          1
                                       6.875            788.32         83
                                       6.625            788.32
    BROWNSVILLE      OR   97327          2            10/24/02         10
    0434921771                           05           12/01/02         12
    271947                               O            11/01/32
    0


    8213695          964/U56             F          163,800.00         ZZ
                                         360        163,684.39          1
1


                                       7.750          1,173.48         90
                                       7.500          1,173.48
    MCMINNVILLE      OR   97128          1            10/22/02         10
    0434921789                           05           12/01/02         25
    276013                               O            11/01/32
    0


    8213699          964/U56             F          141,700.00         ZZ
                                         360        141,589.46          1
                                       7.250            966.64         80
                                       7.000            966.64
    OREGON CITY      OR   97045          1            10/24/02         00
    0434921219                           05           12/01/02          0
    276484                               O            11/01/32
    0


    8213705          964/U56             F          159,300.00         ZZ
                                         360        159,181.78          1
                                       7.500          1,113.85         90
                                       7.250          1,113.85
    PHOENIX          AZ   85029          5            10/21/02         01
    0434921250                           05           12/01/02         25
    279303                               O            11/01/32
    0


    8213713          964/U56             F           71,250.00         ZZ
                                         180         71,025.20          1
                                       7.000            640.42         75
                                       6.750            640.42
    HOUSTON          TX   77084          5            10/29/02         00
    0434927315                           03           12/01/02          0
    281355                               N            11/01/17
    0


    8213719          964/U56             F          132,000.00         ZZ
                                         360        131,897.03          1
                                       7.250            900.47         78
                                       7.000            900.47
    GARDNERVILLE     NV   89410          5            10/16/02         00
    0434921359                           05           12/01/02          0
    282856                               O            11/01/32
    0


    8213723          964/U56             F          127,100.00         ZZ
                                         360        126,995.82          1
                                       7.000            845.60         80
                                       6.750            845.60
    VAN COUVER       WA   98683          1            10/18/02         00
    0434921367                           03           12/01/02          0
1


    284194                               O            11/01/32
    0


    8213725          964/U56             F          224,000.00         ZZ
                                         360        223,807.14          1
                                       6.750          1,452.86         80
                                       6.500          1,452.86
    WESTMINSTER      CO   80021          1            10/29/02         00
    0434921375                           03           12/01/02          0
    284684                               O            11/01/32
    0


    8213727          964/U56             F          203,950.00         T
                                         360        203,823.23          1
                                       8.375          1,550.17         90
                                       8.125          1,550.17
    RENO             NV   89521          1            10/23/02         01
    0434921383                           05           12/01/02         25
    285727                               O            11/01/32
    0


    8213729          964/U56             F           80,446.00         ZZ
                                         360         80,407.46          1
                                       9.625            683.78         95
                                       9.375            683.78
    CONROE           TX   77301          1            10/24/02         23
    0434921870                           05           12/01/02          0
    285614                               N            11/01/32
    0


    8213737          964/U56             F           75,050.00         ZZ
                                         360         74,999.64          1
                                       8.000            550.69         95
                                       7.750            550.69
    PASADENA         TX   77502          1            10/29/02         23
    0434921904                           05           12/01/02          0
    289749                               N            11/01/32
    0


    8213741          964/U56             F          111,150.00         ZZ
                                         360        111,067.51          1
                                       7.500            777.18         95
                                       7.250            777.18
    HOUSTON          TX   77080          1            10/28/02         10
    0434921912                           03           12/01/02         30
    291181                               O            11/01/32
    0


1


    8214805          T08/U57             F          123,500.00         ZZ
                                         360        123,417.13          1
                                       8.000            906.20         95
                                       7.750            906.20
    KISSIMMEE        FL   34744          1            10/30/02         12
    0434924544                           03           12/01/02         30
    11019141                             O            11/01/32
    0


    8214807          T08/U57             F          149,500.00         ZZ
                                         360        149,368.10          4
                                       6.625            957.26         65
                                       6.375            957.26
    NORTH FORT MEYE  FL   33903          2            10/31/02         00
    0434924569                           05           12/01/02          0
    11022571                             N            11/01/32
    0


    8214809          T08/U57             F          146,000.00         ZZ
                                         360        145,851.14          1
                                       5.875            863.65         75
                                       5.625            863.65
    WINTER HAVEN     FL   33881          2            10/30/02         00
    0434924577                           05           12/01/02          0
    11051010                             O            11/01/32
    0


    8214815          T08/U57             F          172,900.00         ZZ
                                         360        172,727.88          1
                                       6.000          1,036.62         95
                                       5.750          1,036.62
    MIRAMAR          FL   33025          1            10/31/02         11
    0434924585                           05           12/01/02         30
    11062053                             O            11/01/32
    0


    8214817          T08/U57             F           93,000.00         ZZ
                                         360         92,937.60          1
                                       8.000            682.40         72
                                       7.750            682.40
    NORTH LAUDERDAL  FL   33068          5            10/31/02         00
    0434924601                           05           12/01/02          0
    11071362                             N            11/01/32
    0


    8214819          T08/U57             F          107,000.00         ZZ
                                         360        106,928.20          1
                                       8.000            785.13         83
                                       7.750            785.13
1


    POMPANO BEACH    FL   33068          2            10/31/02         11
    0434924619                           05           12/01/02         25
    11071361                             N            11/01/32
    0


    8214821          T08/U57             F          134,300.00         ZZ
                                         360        134,237.35          2
                                       9.750          1,153.84         85
                                       9.500          1,153.84
    MIAMI            FL   33127          1            10/31/02         12
    0434924635                           05           12/01/02         25
    11071368                             N            11/01/32
    0


    8214823          T08/U57             F           42,275.00         ZZ
                                         360         42,248.04          1
                                       8.250            317.60         95
                                       8.000            317.60
    TAMPA            FL   33617          1            10/15/02         11
    0434924643                           03           12/01/02         30
    11092484                             O            11/01/32
    0


    8214825          T08/U57             F           48,402.00         ZZ
                                         360         48,366.08          1
                                       7.500            338.43         95
                                       7.250            338.43
    TITUSVILLE       FL   32780          1            10/30/02         11
    0434924650                           05           12/01/02         30
    11141849                             O            11/01/32
    0


    8214827          T08/U57             F           83,400.00         ZZ
                                         360         83,329.93          1
                                       6.875            547.88         79
                                       6.625            547.88
    ORANGE PARK      FL   32073          2            10/30/02         00
    0434924668                           05           12/01/02          0
    11151775                             O            11/01/32
    0


    8214831          T08/U57             F          121,000.00         ZZ
                                         360        120,900.81          1
                                       7.000            805.02        100
                                       6.750            805.02
    JACKSONVILLE     FL   32258          1            11/01/02         12
    0434924684                           05           12/01/02         40
    11151776                             N            11/01/32
    0
1




    8214835          T08/U57             F           69,750.00         ZZ
                                         360         69,750.00          1
                                       7.625            493.69         75
                                       7.375            493.69
    CITRUS SPRINGS   FL   34434          1            11/05/02         00
    0434924700                           05           01/01/03          0
    12070925                             O            12/01/32
    0


    8214841          T08/U57             F          103,500.00         ZZ
                                         360        103,415.16          1
                                       7.000            688.59         90
                                       6.750            688.59
    BROOKSVILLE      FL   34610          1            10/31/02         11
    0434924726                           05           12/01/02         25
    132013526                            O            11/01/32
    0


    8214843          T08/U57             F          284,000.00         ZZ
                                         360        283,533.06          1
                                       7.000          1,889.46         80
                                       6.750          1,889.46
    ORLANDO          FL   32820          1            09/27/02         00
    0434924742                           05           11/01/02          0
    132014371                            O            10/01/32
    0


    8214851          T08/U57             F          185,210.00         ZZ
                                         360        185,079.28          1
                                       7.750          1,326.87         90
                                       7.500          1,326.87
    CLERMONT         FL   34711          1            10/31/02         10
    0434924775                           03           12/01/02         25
    132014628                            O            11/01/32
    0


    8214861          T08/U57             F          200,000.00         ZZ
                                         360        199,800.90          1
                                       6.000          1,199.10         51
                                       5.750          1,199.10
    ORLANDO          FL   32803          2            10/31/02         00
    0434924791                           05           12/01/02          0
    132015042                            O            11/01/32
    0


    8214865          T08/U57             F           93,000.00         ZZ
                                         360         93,000.00          1
1


                                       7.250            634.42        100
                                       7.000            634.42
    DAYTONA BEACH    FL   32118          1            11/04/02         10
    0434924809                           05           01/01/03         40
    132015044                            N            12/01/32
    0


    8214871          T08/U57             F           53,500.00         ZZ
                                         360         53,462.24          1
                                       7.750            383.28         80
                                       7.500            383.28
    OCOEE            FL   34761          1            10/25/02         00
    0434924817                           05           12/01/02          0
    132015062                            N            11/01/32
    0


    8214879          T08/U57             F           53,900.00         ZZ
                                         360         53,855.82          1
                                       7.000            358.60         90
                                       6.750            358.60
    DELTONA          FL   32725          1            10/30/02         10
    0434924874                           05           12/01/02         30
    132015330                            N            11/01/32
    0


    8214887          T08/U57             F           68,400.00         ZZ
                                         360         68,350.50          1
                                       7.625            484.13         80
                                       7.375            484.13
    ORANGE CITY      FL   32763          1            10/29/02         00
    0434924882                           05           12/01/02          0
    132015331                            O            11/01/32
    0


    8214891          T08/U57             F          112,900.00         ZZ
                                         360        112,811.92          1
                                       7.250            770.18        100
                                       7.000            770.18
    CLERMONT         FL   34711          1            10/25/02         10
    0434924908                           03           12/01/02         35
    132015353                            O            11/01/32
    0


    8214895          T08/U57             F           62,985.00         ZZ
                                         360         62,985.00          1
                                       8.000            462.16         81
                                       7.750            462.16
    CLERMONT         FL   34711          5            10/31/02         11
    0434924916                           05           01/01/03         20
1


    14030065                             O            12/01/32
    0


    8214901          T08/U57             F           71,100.00         ZZ
                                         360         71,045.90          1
                                       7.375            491.07         90
                                       7.125            491.07
    PORT CHARLOTTE   FL   33948          1            10/31/02         11
    0434924957                           05           12/01/02         25
    15010426                             O            11/01/32
    0


    8214903          T08/U57             F          108,000.00         ZZ
                                         360        107,909.27          1
                                       6.875            709.48         63
                                       6.625            709.48
    SANFORD          FL   32773          2            10/29/02         00
    0434924981                           05           12/01/02          0
    15020318                             O            11/01/32
    0


    8215021          E22/G01             F          144,000.00         ZZ
                                         360        144,000.00          1
                                       6.875            945.98         80
                                       6.625            945.98
    FRUITA           CO   81521          1            11/18/02         00
    0415428101                           03           01/01/03          0
    0415428101                           O            12/01/32
    0


    8215163          W78/U57             F           65,000.00         ZZ
                                         360         64,971.19          1
                                       9.990            569.94        100
                                       9.490            569.94
    GULFPORT         MS   39503          1            10/25/02         23
    0434947347                           05           12/01/02          0
    0040662127                           O            11/01/32
    0


    8215203          W96/U57             F           63,000.00         ZZ
                                         360         62,947.07          1
                                       6.875            413.87         90
                                       6.625            413.87
    CRAWFORDVILLE    FL   32327          1            10/24/02         11
    0434932364                           03           12/01/02         25
    22100224                             O            11/01/32
    0


1


    8215209          W96/U57             F           53,100.00         ZZ
                                         360         53,063.46          1
                                       7.875            385.01         90
                                       7.625            385.01
    SPRINGFIELD      MO   65804          1            10/21/02         11
    0434932372                           05           12/01/02         30
    22100236                             N            11/01/32
    0


    8215215          W96/U57             F          127,920.00         ZZ
                                         360        127,822.66          2
                                       7.375            883.51         80
                                       7.125            883.51
    CAPE CORAL       FL   33990          1            10/30/02         00
    0434932380                           05           12/01/02          0
    22100315                             N            11/01/32
    0


    8215221          W96/U57             F          430,000.00         ZZ
                                         360        429,611.28          1
                                       6.500          2,717.89         85
                                       6.250          2,717.89
    MADEIRA BEACH    FL   33708          1            10/30/02         10
    0434931697                           05           12/01/02         20
    22100416                             O            11/01/32
    0


    8215227          W96/U57             F          136,800.00         ZZ
                                         360        136,705.86          1
                                       7.875            991.89         95
                                       7.625            991.89
    DAYTONA BEACH    FL   32118          1            10/31/02         12
    0434932398                           05           12/01/02         35
    22100433                             O            11/01/32
    0


    8215233          W96/U57             F           89,900.00         ZZ
                                         360         89,836.55          1
                                       7.750            644.05        100
                                       7.500            644.05
    SAINT AUGUSTINE  FL   32086          1            10/30/02         10
    0434932406                           03           12/01/02         40
    22100462                             N            11/01/32
    0


    8215245          W96/U57             F           30,400.00         ZZ
                                         360         30,383.83          1
                                       9.125            247.34         80
                                       8.875            247.34
1


    TOLEDO           OH   43608          1            10/29/02         00
    0434932430                           05           12/01/02          0
    22060445                             N            11/01/32
    0


    8215251          W96/U57             F           43,200.00         ZZ
                                         360         43,175.15          1
                                       8.750            339.85         80
                                       8.500            339.85
    TOLEDO           OH   43605          1            10/29/02         00
    0434932448                           05           12/01/02          0
    22060446                             N            11/01/32
    0


    8215257          W96/U57             F           99,000.00         ZZ
                                         360         98,918.85          1
                                       7.000            658.65         80
                                       6.750            658.65
    FORT MYERS       FL   33912          2            10/31/02         00
    0434932455                           05           12/01/02          0
    22080218                             N            11/01/32
    0


    8215263          W96/U57             F          124,900.00         ZZ
                                         360        124,795.07          1
                                       6.875            820.50        100
                                       6.625            820.50
    MINNEOLA         FL   34755          1            10/31/02         12
    0434931846                           05           12/01/02         35
    22080627                             O            11/01/32
    0


    8215269          W96/U57             F           42,400.00         ZZ
                                         360         42,374.31          1
                                       8.500            326.02         80
                                       8.250            326.02
    JACKSONVILLE     FL   32206          5            10/21/02         00
    0434932463                           05           12/01/02          0
    22090525                             N            11/01/32
    0


    8215277          W96/U57             F          140,800.00         ZZ
                                         360        140,692.86          2
                                       7.375            972.47         79
                                       7.125            972.47
    CAPE CORAL       FL   33990          1            10/30/02         00
    0434932471                           05           12/01/02          0
    22100053                             N            11/01/32
    0
1




    8215285          W96/U57             F          152,000.00         ZZ
                                         360        151,872.30          1
                                       6.875            998.53         80
                                       6.625            998.53
    BOCA RATON       FL   33433          5            10/24/02         00
    0434932489                           03           12/01/02          0
    22100093                             O            11/01/32
    0


    8215291          W96/U57             F           38,700.00         ZZ
                                         360         38,671.99          1
                                       7.625            273.92         90
                                       7.375            273.92
    TALLAHASSEE      FL   32310          5            10/18/02         11
    0434931903                           05           12/01/02         30
    22100174                             N            11/01/32
    0


    8215303          W78/U57             F          121,000.00         ZZ
                                         360        120,951.81          1
                                      10.490          1,105.93        100
                                       9.990          1,105.93
    PORT ST JOHN     FL   32927          5            10/30/02         23
    0434949939                           05           12/01/02          0
    0040630120                           O            11/01/32
    0


    8215651          Q82/U56             F          232,750.00         ZZ
                                         360        232,622.87          1
                                       9.000          1,872.76         95
                                       8.500          1,872.76
    RICHMOND         VA   23234          1            10/30/02         23
    0434928933                           05           12/01/02          0
    2010021035390                        O            11/01/32
    0


    8216899          926/926             F          210,617.98         ZZ
                                         351        208,683.24          1
                                       7.375          1,464.97         80
                                       6.875          1,464.97
    HILTON HEAD ISL  SC   29928          1            01/18/02         00
    161114230                            03           02/01/02          0
    161114230                            O            04/01/31
    0


    8217209          A38/U57             F          160,000.00         ZZ
                                         360        159,659.02          1
1


                                       7.750          1,146.26         53
                                       7.250          1,146.26
    LONG BEACH       CA   90808          5            08/22/02         00
    0434935078                           05           10/01/02          0
    68020355                             O            09/01/32
    0


    8217311          A38/U57             F          227,000.00         ZZ
                                         180        226,882.32          1
                                       9.250          1,867.47         95
                                       8.750          1,867.47
    UPPER MARLBORO   MD   20774          5            10/31/02         23
    0434937298                           05           12/01/02          0
    67020958                             O            11/01/17
    0


    8217323          A38/U57             F           59,000.00         ZZ
                                         360         58,920.89          1
                                       9.990            517.33        100
                                       9.490            517.33
    PONTIAC          MI   48341          1            09/03/02         23
    0434945416                           05           10/01/02          0
    64021223                             O            09/01/32
    0


    8217573          926/926             F        1,477,200.00         ZZ
                                         180      1,472,227.89          1
                                       6.250         12,665.86         50
                                       6.000         12,665.86
    HILTON HEAD ISL  SC   29928          2            10/18/02         00
    161516509                            05           12/01/02          0
    161516509                            O            11/01/17
    0


    8217599          Q82/U56             F          116,000.00         ZZ
                                         360        115,808.08          1
                                       8.990            932.53        100
                                       8.490            932.53
    MONROE           NC   28112          1            09/09/02         23
    0434925509                           05           10/09/02          0
    201002082321                         O            09/09/32
    0


    8217601          Q82/U56             F           64,600.00         ZZ
                                         360         64,468.81          1
                                       7.990            473.57         85
                                       7.490            473.57
    HUNTINGTON       WV   25704          5            08/29/02         23
    0434925525                           05           10/04/02          0
1


    201002082403                         O            09/04/32
    0


    8217605          Q82/U56             F          172,800.00         ZZ
                                         360        172,630.75          1
                                       9.540          1,458.05         90
                                       9.040          1,458.05
    MYRTLE BEACH     SC   29572          5            09/26/02         23
    0434925541                           05           11/01/02          0
    201002082833                         O            10/01/32
    0


    8217609          Q82/U56             F           42,250.00         ZZ
                                         360         42,207.64          1
                                       9.430            353.11         65
                                       8.930            353.11
    AKRON            OH   44320          5            10/14/02         00
    0434925574                           05           11/18/02          0
    202002081633                         O            10/18/32
    0


    8217617          Q82/U56             F           85,933.00         ZZ
                                         180         85,456.26          1
                                       8.500            846.22        104
                                       8.000            846.22
    ENOLA            PA   17025          5            09/27/02         23
    0434925624                           05           11/07/02          0
    203002099052                         O            10/07/17
    0


    8217621          Q82/U56             F           90,000.00         ZZ
                                         360         89,855.10          1
                                       9.100            730.65        100
                                       8.600            730.65
    SEBASTIAN        FL   32958          5            09/05/02         23
    0434925657                           05           10/10/02          0
    206002085576                         O            09/10/32
    0


    8217629          Q82/U56             F          150,000.00         ZZ
                                         360        149,754.89          1
                                       9.050          1,212.34        100
                                       8.550          1,212.34
    HAMLIN TOWNSHIP  MI   48827          5            09/16/02         23
    0434925699                           05           10/20/02          0
    208002085149                         O            09/20/32
    0


1


    8217657          Q82/U56             F          180,000.00         ZZ
                                         360        179,766.81          1
                                       8.190          1,344.70        100
                                       7.690          1,344.70
    COLFAX           CA   95713          1            09/20/02         23
    0434925897                           05           11/01/02          0
    229002083556                         O            10/01/32
    0


    8218201          E22/G01             F          204,000.00         ZZ
                                         360        204,000.00          1
                                       6.250          1,256.06         80
                                       6.000          1,256.06
    REDMOND          OR   97756          1            11/13/02         00
    0415106616                           05           01/01/03          0
    0415106616                           O            12/01/32
    0


    8219313          F96/U57             F          210,000.00         ZZ
                                         360        209,836.18          1
                                       7.250          1,432.57         63
                                       7.000          1,432.57
    DOVER TOWNSHIP   NJ   08753          5            10/23/02         00
    0434932273                           05           12/01/02          0
    0110022                              O            11/01/32
    0


    8219333          F96/U57             F          268,000.00         ZZ
                                         360        267,820.19          1
                                       8.000          1,966.49         70
                                       7.750          1,966.49
    HAWTHORNE        NJ   07506          5            10/16/02         00
    0434932513                           05           12/01/02          0
    MAIN500                              O            11/01/32
    0


    8219337          F96/U57             F          171,000.00         ZZ
                                         360        170,885.26          2
                                       8.000          1,254.74         90
                                       7.750          1,254.74
    CITY OF PATERSO  NJ   07522          1            10/22/02         04
    0434932661                           05           12/01/02         25
    MAIN00712                            O            11/01/32
    0


    8219341          F96/U57             F          181,000.00         ZZ
                                         360        180,872.25          2
                                       7.750          1,296.71         89
                                       7.500          1,296.71
1


    PATERSON         NJ   07501          2            11/07/02         04
    0434948972                           05           12/01/02         25
    MAIN00828                            O            11/01/32
    0


    8219349          F96/U57             F          191,050.00         ZZ
                                         360        190,960.87          1
                                       9.750          1,641.41         95
                                       9.500          1,641.41
    ROOSEVELT        NY   11575          1            10/09/02         23
    0434932703                           05           12/01/02          0
    NY01Y0407                            O            11/01/32
    0


    8219351          F96/U57             F          265,000.00         ZZ
                                         360        264,771.85          1
                                       6.750          1,718.78         95
                                       6.500          1,718.78
    OZONE PARK       NY   11417          1            10/29/02         04
    0434932729                           05           12/01/02         30
    NY01Y04797                           O            11/01/32
    0


    8219353          F96/U57             F          270,400.00         ZZ
                                         360        270,248.41          1
                                       8.875          2,151.42         80
                                       8.625          2,151.42
    GLEN COVE        NY   11542          5            10/23/02         00
    0434932737                           05           12/01/02          0
    NY01Y05199                           O            11/01/32
    0


    8219355          F96/U57             F          239,200.00         ZZ
                                         360        239,035.39          1
                                       7.875          1,734.36         80
                                       7.625          1,734.36
    JAMAICA          NY   11434          1            10/28/02         00
    0434932745                           05           12/01/02          0
    NY01Y05483                           O            11/01/32
    0


    8219357          F96/U57             F          206,900.00         ZZ
                                         360        206,339.13          1
                                       8.000          1,518.16         90
                                       7.750          1,518.16
    NORTH BABYLON    NY   11703          1            07/10/02         04
    0434932752                           05           09/01/02         25
    NY07C01091                           O            08/01/32
    0
1




    8219359          F96/U57             F          304,000.00         ZZ
                                         360        303,785.44          2
                                       7.750          2,177.89         95
                                       7.500          2,177.89
    CYPRESS HILLS    NY   11208          1            10/28/02         04
    0434932760                           05           12/01/02         30
    NY10Y00941                           O            11/01/32
    0


    8219361          F96/U57             F          399,000.00         ZZ
                                         360        398,688.75          2
                                       7.250          2,721.88         95
                                       7.000          2,721.88
    ROSEDALE         NY   11422          1            10/25/02         04
    0434932778                           05           12/01/02         30
    NY12Y05655                           O            11/01/32
    0


    8220569          F34/U57             F          135,850.00         ZZ
                                         360        135,775.80          1
                                       9.000          1,093.08         95
                                       8.750          1,093.08
    NORTH MIAMI BEA  FL   33162          1            11/04/02         04
    0434946687                           05           12/01/02         30
    32209317                             N            11/01/32
    0


    8220573          F34/U57             F          125,400.00         ZZ
                                         180        125,355.29          2
                                      11.000          1,194.21         95
                                      10.500          1,194.21
    CHICAGO          IL   60609          1            11/05/02         23
    0434942215                           05           12/01/02          0
    32209329                             N            11/01/17
    0


    8220577          F34/U57             F           66,400.00         ZZ
                                         360         66,348.20          1
                                       7.250            452.97         95
                                       7.000            452.97
    MIDDLETOWN       IN   47356          1            10/25/02         12
    0434946737                           05           12/01/02         30
    32210009                             O            11/01/32
    0


    8220581          F34/U57             F          104,500.00         ZZ
                                         360        104,456.17          2
1


                                      10.250            936.43         95
                                      10.000            936.43
    COLUMBUS         OH   43207          1            10/21/02         12
    0434942223                           05           12/01/02         30
    32210036                             N            11/01/32
    0


    8220591          F34/U57             F          123,500.00         ZZ
                                         360        123,428.94          1
                                       8.750            971.58         95
                                       8.500            971.58
    SUMNER           MI   48889          5            10/25/02         12
    0434946760                           05           12/01/02         30
    32210052                             O            11/01/32
    0


    8220595          F34/U57             F          104,500.00         ZZ
                                         180        104,500.00          2
                                      10.250            936.43         95
                                       9.750            936.43
    CHICAGO          IL   60636          1            11/01/02         12
    0434946786                           05           01/01/03         30
    32210065                             N            12/01/17
    0


    8220599          F34/U57             F           63,650.00         ZZ
                                         180         63,618.70          1
                                       9.500            535.20         95
                                       9.250            535.20
    SALISBURY        NC   28144          1            10/28/02         12
    0434946794                           05           12/01/02         30
    32210069                             N            11/01/17
    0


    8220605          F34/U57             F          125,900.00         ZZ
                                         360        125,815.52          1
                                       8.000            923.81         80
                                       7.750            923.81
    WALDORF          MD   20602          1            10/22/02         00
    0434942264                           05           12/01/02          0
    32210070                             O            11/01/32
    0


    8220611          F34/U57             F          168,000.00         T
                                         360        167,900.81          1
                                       8.625          1,306.69         80
                                       8.375          1,306.69
    ANGOLA           IN   46703          1            10/23/02         00
    0434942280                           05           12/01/02          0
1


    32210074                             O            11/01/32
    0


    8220619          F34/U57             F          117,000.00         ZZ
                                         360        116,919.48          1
                                       7.875            848.33         90
                                       7.625            848.33
    NEWARK           NJ   07108          1            10/28/02         12
    0434946869                           05           12/01/02         30
    32210085                             O            11/01/32
    0


    8220625          F34/U57             F           57,950.00         ZZ
                                         360         57,918.35          1
                                       9.000            466.28         95
                                       8.750            466.28
    CHICAGO          IL   60637          1            10/28/02         12
    0434942322                           05           12/01/02         30
    32210088                             N            11/01/32
    0


    8220627          F34/U57             F           58,400.00         ZZ
                                         360         58,363.70          1
                                       8.375            443.88         80
                                       8.125            443.88
    PHILADELPHIA     PA   19144          1            10/31/02         00
    0434942330                           05           12/01/02          0
    32210101                             N            11/01/32
    0


    8220639          F34/U57             F           74,100.00         ZZ
                                         360         74,100.00          1
                                       8.000            543.72         95
                                       7.750            543.72
    COVINGTON        KY   41015          5            10/31/02         12
    0434946901                           05           01/01/03         30
    32210134                             O            12/01/32
    0


    8220643          F34/U57             F          108,300.00         ZZ
                                         360        108,234.39          1
                                       8.500            832.73         95
                                       8.250            832.73
    DALLAS           TX   75232          1            10/31/02         12
    0434946927                           05           12/01/02         30
    32210180                             N            11/01/32
    0


1


    8220647          F34/U57             F           56,050.00         ZZ
                                         360         55,994.63          1
                                       9.500            471.30         95
                                       9.250            471.30
    RICHMOND         VA   23224          1            09/30/02         12
    0434946935                           05           11/01/02         30
    33207160                             N            10/01/32
    0


    8220653          F34/U57             F           51,650.00         ZZ
                                         180         51,625.91          1
                                       9.750            443.75         95
                                       9.250            443.75
    CHICAGO          IL   60628          1            10/21/02         23
    0434942371                           05           12/01/02          0
    33208078                             N            11/01/17
    0


    8220657          F34/U57             F          399,000.00         ZZ
                                         360        398,561.57          1
                                       8.990          3,207.57         95
                                       8.740          3,207.57
    MUNSTER          IN   46321          1            09/30/02         12
    0434946943                           05           11/01/02         30
    33208098                             O            10/01/32
    0


    8220661          F34/U57             F          204,250.00         ZZ
                                         180        204,025.57          2
                                       8.990          1,641.97         95
                                       8.490          1,641.97
    CHICAGO          IL   60624          1            09/30/02         12
    0434946950                           05           11/01/02         30
    33208109                             N            10/01/17
    0


    8220673          F34/U57             F          266,000.00         ZZ
                                         360        265,692.81          1
                                       8.750          2,092.62         95
                                       8.500          2,092.62
    COLUMBUS         OH   43214          5            09/24/02         23
    0434942421                           05           11/01/02          0
    33208145                             O            10/01/32
    0


    8220675          F34/U57             F           94,400.00         ZZ
                                         360         94,342.82          1
                                       8.500            725.85         80
                                       8.250            725.85
1


    WEST PALM BEACH  FL   33407          1            10/24/02         00
    0434942439                           05           12/01/02          0
    33208168                             N            11/01/32
    0


    8220691          F34/U57             F          116,100.00         ZZ
                                         180        115,426.15          1
                                       7.990          1,108.84         90
                                       7.740          1,108.84
    OVIEDO           FL   32765          5            09/25/02         12
    0434953568                           03           11/01/02         30
    33209011                             O            10/01/17
    0


    8220697          F34/U57             F          104,800.00         ZZ
                                         360        104,672.57          1
                                       8.500            805.82         80
                                       8.250            805.82
    FORT LAUDERDALE  FL   33312          5            09/25/02         00
    0434942454                           05           11/01/02          0
    33209013                             O            10/01/32
    0


    8220703          F34/U57             F           61,700.00         ZZ
                                         360         61,671.21          1
                                       9.750            530.10        100
                                       9.500            530.10
    BELLEFONTAINE    OH   43311          1            10/02/02         23
    0434942462                           05           12/01/02          0
    33209029                             O            11/01/32
    0


    8220707          F34/U57             F          222,750.00         ZZ
                                         360        222,434.60          2
                                       7.750          1,595.81         90
                                       7.500          1,595.81
    MINNEAPOLIS      MN   55443          1            09/30/02         12
    0434947057                           05           11/01/02         30
    33209042                             N            10/01/32
    0


    8220711          F34/U57             F          108,300.00         ZZ
                                         360        108,146.63          1
                                       7.750            775.87         95
                                       7.500            775.87
    KISSIMMEE        FL   34743          5            09/30/02         12
    0434947065                           05           11/01/02         30
    33209043                             O            10/01/32
    0
1




    8220715          F34/U57             F           65,050.00         ZZ
                                         360         64,989.05          1
                                       9.750            558.88         95
                                       9.500            558.88
    ORLANDO          FL   32808          1            09/30/02         12
    0434947081                           05           11/01/02         30
    33209044                             N            10/01/32
    0


    8220719          F34/U57             F          312,000.00         ZZ
                                         360        311,829.22          1
                                       8.990          2,508.18         80
                                       8.740          2,508.18
    NEW WINDSOR      MD   21776          2            10/28/02         00
    0434942470                           05           12/01/02          0
    33209047                             O            11/01/32
    0


    8220729          F34/U57             F           94,050.00         ZZ
                                         360         93,995.89          1
                                       8.750            739.89         95
                                       8.500            739.89
    DYERSBURG        TN   38024          5            10/11/02         12
    0434942496                           05           12/01/02         30
    33209061                             O            11/01/32
    0


    8220733          F34/U57             F           95,200.00         ZZ
                                         360         95,147.89          1
                                       8.990            765.32         80
                                       8.740            765.32
    CHARLOTTE        NC   28214          1            10/21/02         00
    0434942504                           05           12/01/02          0
    33209063                             N            11/01/32
    0


    8220771          F34/U57             F          129,200.00         ZZ
                                         360        129,117.60          1
                                       8.250            970.64         95
                                       8.000            970.64
    FLINT            MI   48507          1            10/16/02         12
    0434942546                           05           12/01/02         30
    33209065                             O            11/01/32
    0


    8220777          F34/U57             F          111,950.00         ZZ
                                         360        111,888.72          1
1


                                       8.990            899.97         80
                                       8.740            899.97
    CHARLOTTE        NC   28216          1            10/21/02         00
    0434942553                           05           12/01/02          0
    33209074                             N            11/01/32
    0


    8220783          F34/U57             F           92,000.00         ZZ
                                         360         91,944.27          1
                                       8.500            707.40         80
                                       8.250            707.40
    ORLANDO          FL   32825          1            10/07/02         00
    0434942579                           05           12/01/02          0
    33209079                             N            11/01/32
    0


    8220793          F34/U57             F          146,300.00         ZZ
                                         180        146,196.74          1
                                       7.750          1,048.11         95
                                       7.500          1,048.11
    HANOVER PARK     IL   60133          5            10/16/02         23
    0434942595                           05           12/01/02          0
    33209081                             O            11/01/17
    0


    8220797          F34/U57             F           60,300.00         ZZ
                                         360         60,267.00          1
                                       8.990            484.75         95
                                       8.740            484.75
    OCALA            FL   34472          1            10/22/02         12
    0434942611                           05           12/01/02         30
    33209083                             N            11/01/32
    0


    8220801          F34/U57             F          207,000.00         ZZ
                                         360        206,838.53          1
                                       7.250          1,412.10         90
                                       7.000          1,412.10
    ALEXANDRIA       VA   22304          2            10/29/02         12
    0434947222                           01           12/01/02         30
    33209086                             O            11/01/32
    0


    8220805          F34/U57             F          140,500.00         ZZ
                                         360        140,395.73          1
                                       7.500            982.40         95
                                       7.250            982.40
    DESOTO           TX   75115          1            10/04/02         12
    0434947230                           05           12/01/02         30
1


    33209087                             O            11/01/32
    0


    8220811          F34/U57             F          125,900.00         ZZ
                                         360        125,827.56          2
                                       8.750            990.46         90
                                       8.500            990.46
    FORT LAUDERDALE  FL   33317          1            10/28/02         12
    0434942637                           05           12/01/02         30
    33209092                             N            11/01/32
    0


    8220813          F34/U57             F          156,750.00         ZZ
                                         180        156,672.90          2
                                       9.500          1,318.04         95
                                       9.250          1,318.04
    EVANSTON         IL   60201          1            10/24/02         12
    0434947305                           05           12/01/02         30
    33209095                             N            11/01/17
    0


    8220821          F34/U57             F          487,000.00         ZZ
                                         360        486,559.75          1
                                       6.500          3,078.17         56
                                       6.250          3,078.17
    WASHINGTON       DC   20007          5            10/30/02         00
    0434942645                           05           12/01/02          0
    33209099                             O            11/01/32
    0


    8220825          F34/U57             F          178,500.00         ZZ
                                         360        178,360.76          1
                                       7.250          1,217.68         95
                                       7.000          1,217.68
    WESTON           FL   33327          1            10/18/02         12
    0434942652                           03           12/01/02         30
    33209104                             O            11/01/32
    0


    8220833          F34/U57             F          283,500.00         ZZ
                                         360        283,261.83          1
                                       6.875          1,862.39         90
                                       6.625          1,862.39
    TRAVERSE CITY    MI   49686          2            10/16/02         12
    0434947354                           05           12/01/02         30
    33209110                             O            11/01/32
    0


1


    8220841          F34/U57             F           84,500.00         ZZ
                                         360         84,430.60          1
                                       6.990            561.61         15
                                       6.740            561.61
    CAPE CORAL       FL   33993          5            10/16/02         00
    0434942678                           05           12/01/02          0
    33210003                             O            11/01/32
    0


    8220847          F34/U57             F          114,000.00         ZZ
                                         360        113,934.41          1
                                       8.750            896.84         95
                                       8.500            896.84
    INDIANAPOLIS     IN   46241          5            10/28/02         23
    0434942702                           05           12/01/02          0
    33210006                             O            11/01/32
    0


    8220851          F34/U57             F          133,000.00         ZZ
                                         360        132,890.77          1
                                       6.990            883.96         80
                                       6.740            883.96
    WIND GAP         PA   18091          5            10/21/02         00
    0434947412                           05           12/01/02          0
    33210026                             O            11/01/32
    0


    8220857          F34/U57             F          199,500.00         ZZ
                                         360        199,336.15          1
                                       6.990          1,325.94         93
                                       6.740          1,325.94
    TOLEDO           OH   43623          5            10/23/02         12
    0434947461                           05           12/01/02         30
    33210042                             O            11/01/32
    0


    8220861          F34/U57             F           68,850.00         ZZ
                                         360         68,810.39          1
                                       8.750            541.64         95
                                       8.500            541.64
    DOVER            DE   19904          1            10/31/02         12
    0434947487                           05           12/01/02         30
    33210044                             N            11/01/32
    0


    8220865          F34/U57             F          660,000.00         ZZ
                                         360        659,620.28          1
                                       8.750          5,192.22         80
                                       8.500          5,192.22
1


    AVENTURA         FL   33180          1            10/22/02         00
    0434953576                           06           12/01/02          0
    33210046                             O            11/01/32
    0


    8220869          F34/U57             F          138,700.00         ZZ
                                         360        138,606.75          1
                                       7.990          1,016.76         95
                                       7.740          1,016.76
    ELYRIA           OH   44035          5            10/25/02         12
    0434947511                           05           12/01/02         30
    33210054                             O            11/01/32
    0


    8220873          F34/U57             F          160,800.00         ZZ
                                         180        160,697.46          1
                                       8.250          1,208.04         80
                                       8.000          1,208.04
    CHICAGO          IL   60608          1            10/30/02         00
    0434942769                           05           12/01/02          0
    33210055                             O            11/01/17
    0


    8220881          F34/U57             F          118,750.00         ZZ
                                         360        118,685.00          1
                                       8.990            954.64         95
                                       8.740            954.64
    SAINT PAUL       MN   55104          1            10/25/02         23
    0434942801                           05           12/01/02          0
    33210069                             N            11/01/32
    0


    8220887          F34/U57             F          139,900.00         ZZ
                                         360        139,823.42          1
                                       8.990          1,124.66         80
                                       8.740          1,124.66
    PALM HARBOR      FL   34683          1            10/31/02         00
    0434942835                           05           12/01/02          0
    33210071                             O            11/01/32
    0


    8220895          F34/U57             F          320,000.00         ZZ
                                         360        319,774.15          1
                                       7.750          2,292.52         80
                                       7.500          2,292.52
    ARLINGTON        VA   22205          1            11/01/02         00
    0434942850                           05           12/01/02          0
    33210091                             O            11/01/32
    0
1




    8220899          F34/U57             F          119,100.00         ZZ
                                         360        119,011.62          1
                                       7.500            832.76         80
                                       7.250            832.76
    RACINE           WI   53405          1            10/31/02         00
    0434942884                           05           12/01/02          0
    33210106                             O            11/01/32
    0


    8220915          F34/U57             F          155,500.00         ZZ
                                         360        155,352.46          1
                                       6.250            957.44         46
                                       6.000            957.44
    VIENNA           VA   22180          2            10/21/02         00
    0434942942                           05           12/01/02          0
    37209012                             O            11/01/32
    0


    8220917          F34/U57             F        1,600,000.00         ZZ
                                         360      1,598,444.90          1
                                       6.125          9,721.77         67
                                       5.875          9,721.77
    WASHINGTON       DC   20007          5            10/18/02         00
    0434942967                           05           12/01/02          0
    37210004                             O            11/01/32
    0


    8220923          F34/U57             F          103,950.00         ZZ
                                         360        103,878.46          1
                                       7.875            753.71         80
                                       7.625            753.71
    FORT WORTH       TX   76118          2            10/25/02         00
    0434942991                           05           12/01/02          0
    39210032                             O            11/01/32
    0


    8220927          F34/U57             F          179,550.00         ZZ
                                         180        179,441.23          1
                                       8.500          1,380.58         90
                                       8.000          1,380.58
    PLAINFIELD       NJ   07063          5            10/15/02         12
    0434943015                           05           12/01/02         25
    42210001                             O            11/01/17
    0


    8220931          F34/U57             F          300,000.00         ZZ
                                         180        299,798.71          1
1


                                       8.000          2,201.29         75
                                       7.750          2,201.29
    MONROE TOWNSHIP  NJ   08831          1            10/18/02         00
    0434943031                           05           12/01/02          0
    42210002                             O            11/01/17
    0


    8220941          F34/U57             F          348,000.00         ZZ
                                         180        347,778.09          1
                                       8.250          2,614.41         80
                                       7.750          2,614.41
    HIGHTSTOWN       NJ   08520          1            11/01/02         00
    0434943064                           05           12/01/02          0
    42210008                             O            11/01/17
    0


    8220947          F34/U57             F           94,400.00         ZZ
                                         360         94,259.44          1
                                       7.500            660.06         80
                                       7.250            660.06
    PORT SAINT LUCI  FL   34953          2            09/27/02         00
    0434943106                           05           11/01/02          0
    42290004                             O            10/01/32
    0


    8220953          F34/U57             F          140,000.00         ZZ
                                         360        139,791.55          1
                                       7.500            978.90         66
                                       7.250            978.90
    FORT WASHINGTON  MD   20744          2            09/25/02         00
    0434943122                           05           11/01/02          0
    44209000                             O            10/01/32
    0


    8220957          F34/U57             F          127,200.00         ZZ
                                         360        127,112.46          1
                                       7.875            922.29         80
                                       7.625            922.29
    WOODBRIDGE       VA   22192          1            10/28/02         00
    0434943155                           03           12/01/02          0
    50021008                             N            11/01/32
    0


    8220965          F34/U57             F          285,500.00         ZZ
                                         360        285,235.57          1
                                       6.375          1,781.15         76
                                       6.125          1,781.15
    WOODBRIDGE       VA   22193          5            10/25/02         00
    0434943205                           05           12/01/02          0
1


    50029003                             O            11/01/32
    0


    8220973          F34/U57             F           53,200.00         ZZ
                                         360         53,173.84          1
                                       9.500            447.33         95
                                       9.250            447.33
    LOWELL           NC   28098          5            10/03/02         12
    0434943262                           05           12/01/02         30
    51209002                             N            11/01/32
    0


    8220977          F34/U57             F           55,100.00         ZZ
                                         360         55,072.90          1
                                       9.500            463.31         95
                                       9.250            463.31
    LOWELL           NC   28098          5            10/03/02         12
    0434943312                           05           12/01/02         30
    51209003                             N            11/01/32
    0


    8220981          F34/U57             F          132,050.00         ZZ
                                         360        131,967.92          1
                                       8.375          1,003.68         95
                                       8.125          1,003.68
    YOUNGSVILLE      NC   27596          1            10/02/02         12
    0434947826                           05           12/01/02         30
    51209011                             O            11/01/32
    0


    8220985          F34/U57             F          197,600.00         ZZ
                                         180        197,371.79          1
                                       8.750          1,554.52         95
                                       8.500          1,554.52
    ELK GROVE VILLA  IL   60007          1            09/30/02         12
    0434943338                           05           11/01/02         30
    51209012                             N            10/01/17
    0


    8220989          F34/U57             F          166,250.00         ZZ
                                         360        166,151.80          1
                                       8.625          1,293.08         95
                                       8.375          1,293.08
    LAKEVILLE        MN   55044          1            10/17/02         12
    0434943353                           05           12/01/02         30
    51210008                             N            11/01/32
    0


1


    8220995          F34/U57             F          104,500.00         ZZ
                                         360        104,439.88          1
                                       8.750            822.10         95
                                       8.500            822.10
    MINNEAPOLIS      MN   55412          1            11/01/02         12
    0434943379                           05           12/01/02         30
    51210014                             O            11/01/32
    0


    8220999          F34/U57             F          130,400.00         T
                                         360        130,310.30          1
                                       7.875            945.49         80
                                       7.625            945.49
    GRAND MARAIS     MN   55604          1            10/25/02         00
    0434943395                           05           12/01/02          0
    51210015                             O            11/01/32
    0


    8221015          F34/U57             F          215,850.00         ZZ
                                         360        215,693.78          1
                                       7.625          1,527.77         95
                                       7.375          1,527.77
    WINCHESTER       VA   22602          1            10/18/02         12
    0434943486                           03           12/01/02         35
    02204025                             O            11/01/32
    0


    8221019          F34/U57             F          188,500.00         ZZ
                                         360        188,329.59          1
                                       6.500          1,191.45         80
                                       6.250          1,191.45
    MARTINSBURG      WV   25401          1            10/11/02         00
    0434943510                           03           12/01/02          0
    02920832                             O            11/01/32
    0


    8221025          F34/U57             F          145,850.00         ZZ
                                         360        145,711.62          1
                                       6.250            898.02         80
                                       6.000            898.02
    GREENCASTLE      PA   17225          1            10/24/02         00
    0434943544                           03           12/01/02          0
    02920938                             O            11/01/32
    0


    8221027          F34/U57             F           77,150.00         ZZ
                                         360         77,150.00          1
                                       8.125            572.84         76
                                       7.875            572.84
1


    MARTINSBURG      WV   25401          1            11/04/02         00
    0434943569                           03           01/01/03          0
    02921008                             N            12/01/32
    0


    8221037          F34/U57             F          498,750.00         ZZ
                                         360        497,832.38          1
                                       9.875          4,330.89         95
                                       9.625          4,330.89
    MC LEAN          VA   22101          1            08/02/02         23
    0434943593                           05           09/01/02          0
    10206008                             O            08/01/32
    0


    8221039          F34/U57             F          195,500.00         ZZ
                                         360        195,314.50          1
                                       6.250          1,203.73         70
                                       6.000          1,203.73
    STAFFORD         VA   22554          2            10/28/02         00
    0434943619                           03           12/01/02          0
    10209034                             O            11/01/32
    0


    8221041          F34/U57             F          233,600.00         ZZ
                                         360        233,430.92          1
                                       7.625          1,653.41         80
                                       7.375          1,653.41
    FAIRFAX          VA   22032          5            10/25/02         00
    0434943627                           03           12/01/02          0
    13209017                             O            11/01/32
    0


    8221045          F34/U57             F          153,900.00         ZZ
                                         360        153,801.86          1
                                       8.250          1,156.20         95
                                       8.000          1,156.20
    CLINTON          MD   20735          1            10/29/02         12
    0434948048                           05           12/01/02         30
    13209024                             N            11/01/32
    0


    8221047          F34/U57             F          110,400.00         ZZ
                                         360        110,331.38          1
                                       8.375            839.12         80
                                       8.125            839.12
    HYATTSVILLE      MD   20782          1            10/11/02         00
    0434943635                           05           12/01/02          0
    13209056                             N            11/01/32
    0
1




    8221051          F34/U57             F          223,000.00         ZZ
                                         360        222,850.38          1
                                       8.000          1,636.29         67
                                       7.750          1,636.29
    ALEXANDRIA       VA   22304          5            10/11/02         00
    0434948071                           01           12/01/02          0
    13210006                             O            11/01/32
    0


    8221055          F34/U57             F          330,000.00         ZZ
                                         360        329,694.36          1
                                       6.375          2,058.77         48
                                       6.125          2,058.77
    ALEXANDRIA       VA   22307          2            10/24/02         00
    0434943650                           05           12/01/02          0
    13210017                             O            11/01/32
    0


    8221057          F34/U57             F          185,600.00         ZZ
                                         360        185,481.65          1
                                       8.250          1,394.35         80
                                       8.000          1,394.35
    SILVER SPRING    MD   20901          1            10/25/02         00
    0434943668                           05           12/01/02          0
    22207019                             O            11/01/32
    0


    8221059          F34/U57             F          180,000.00         ZZ
                                         360        179,879.22          1
                                       8.000          1,320.78         80
                                       7.750          1,320.78
    WASHINGTON       DC   20002          1            10/31/02         00
    0434943684                           05           12/01/02          0
    22208033                             O            11/01/32
    0


    8221067          F34/U57             F          151,200.00         ZZ
                                         360        151,056.50          1
                                       6.250            930.96         80
                                       6.000            930.96
    MECHANICSVILLE   MD   20659          1            10/16/02         00
    0434943726                           05           12/01/02          0
    22209000                             O            11/01/32
    0


    8221069          F34/U57             F          165,600.00         ZZ
                                         360        165,497.07          1
1


                                       8.375          1,258.68         80
                                       8.125          1,258.68
    ADELPHI          MD   20783          1            10/25/02         00
    0434943734                           05           12/01/02          0
    22209041                             O            11/01/32
    0


    8221081          F34/U57             F          213,750.00         ZZ
                                         180        213,461.61          1
                                       7.990          1,566.93         95
                                       7.740          1,566.93
    CROWNSVILLE      MD   21032          2            09/30/02         12
    0434948188                           05           11/01/02         30
    30208055                             O            10/01/17
    0


    8221089          F34/U57             F          188,000.00         ZZ
                                         360        187,782.87          1
                                       8.750          1,479.00         80
                                       8.500          1,479.00
    BROOKLYN PARK    MN   55445          1            09/30/02         00
    0434943866                           05           11/01/02          0
    30209013                             O            10/01/32
    0


    8221091          F34/U57             F          110,200.00         ZZ
                                         360        110,138.22          1
                                       8.875            876.80         95
                                       8.625            876.80
    SEBASTIAN        FL   32976          1            10/22/02         12
    0434943874                           05           12/01/02         30
    30209022                             N            11/01/32
    0


    8221093          F34/U57             F           97,850.00         ZZ
                                         360         97,793.70          1
                                       8.750            769.79         95
                                       8.500            769.79
    MINNEAPOLIS      MN   55411          1            10/11/02         12
    0434943882                           05           12/01/02         30
    30209024                             N            11/01/32
    0


    8221095          F34/U57             F           76,000.00         ZZ
                                         360         75,957.39          1
                                       8.875            604.69         80
                                       8.625            604.69
    WESTLAND         MI   48186          1            10/16/02         00
    0434943908                           05           12/01/02          0
1


    30209025                             N            11/01/32
    0


    8221097          F34/U57             F           77,600.00         ZZ
                                         360         77,556.50          1
                                       8.875            617.42         80
                                       8.625            617.42
    TACOMA           WA   98418          1            10/31/02         00
    0434943916                           05           12/01/02          0
    30209026                             N            11/01/32
    0


    8221101          F34/U57             F           94,500.00         ZZ
                                         360         94,447.03          1
                                       8.875            751.88         95
                                       8.625            751.88
    HOUSTON          TX   77099          1            10/08/02         12
    0434943932                           03           12/01/02         30
    30209028                             N            11/01/32
    0


    8221103          F34/U57             F          111,300.00         ZZ
                                         360        111,250.66          1
                                       9.990            975.91         95
                                       9.740            975.91
    MOUNT RAINER     MD   20712          1            10/22/02         23
    0434943957                           05           12/01/02          0
    30209032                             N            11/01/32
    0


    8221105          F34/U57             F           94,050.00         ZZ
                                         360         94,004.94          1
                                       9.625            799.42         95
                                       9.375            799.42
    MINNEAPOLIS      MN   55411          1            10/18/02         23
    0434943965                           05           12/01/02          0
    30209034                             N            11/01/32
    0


    8221109          F34/U57             F          151,900.00         ZZ
                                         360        151,814.85          1
                                       8.875          1,208.58         95
                                       8.625          1,208.58
    WESTLAND         MI   48186          1            10/10/02         12
    0434943973                           05           12/01/02         30
    30209037                             N            11/01/32
    0


1


    8221111          F34/U57             F           98,400.00         ZZ
                                         360         98,340.39          1
                                       8.500            756.61         80
                                       8.250            756.61
    MONTGOMERY VILL  MD   20886          1            10/15/02         00
    0434948279                           01           12/01/02          0
    30209042                             O            11/01/32
    0


    8221115          F34/U57             F          100,600.00         ZZ
                                         360        100,534.20          1
                                       8.125            746.95         95
                                       7.875            746.95
    AUBURN           PA   17922          1            10/25/02         12
    0434948303                           05           12/01/02         30
    30210000                             O            11/01/32
    0


    8221117          F34/U57             F           65,600.00         ZZ
                                         360         65,564.09          1
                                       8.990            527.36         80
                                       8.740            527.36
    BETHANY          OK   73008          5            10/22/02         00
    0434944013                           05           12/01/02          0
    30210001                             N            11/01/32
    0


    8221135          F34/U57             F          137,650.00         ZZ
                                         180        137,552.85          1
                                       7.750            986.14         95
                                       7.250            986.14
    NAPERVILLE       IL   60564          1            10/25/02         12
    0434944062                           03           12/01/02         30
    30210019                             O            11/01/17
    0


    8221143          F34/U57             F          141,550.00         ZZ
                                         360        141,464.25          1
                                       8.500          1,088.40         95
                                       8.250          1,088.40
    MINNEAPOLIS      MN   55406          1            10/31/02         12
    0434948378                           05           12/01/02         30
    30210030                             N            11/01/32
    0


    8221147          F34/U57             F          166,200.00         ZZ
                                         360        166,104.38          1
                                       8.750          1,307.50         95
                                       8.500          1,307.50
1


    NEW BRIGHTON     MN   55112          5            10/30/02         12
    0434948386                           05           12/01/02         30
    30210032                             O            11/01/32
    0


    8221155          F34/U57             F           71,250.00         ZZ
                                         180         71,215.86          1
                                       9.625            605.62         95
                                       9.375            605.62
    CHICAGO          IL   60628          1            10/17/02         12
    0434948394                           05           12/01/02         30
    32207264                             N            11/01/17
    0


    8221167          F34/U57             F           28,500.00         ZZ
                                         360         28,487.05          1
                                       9.875            247.48         95
                                       9.625            247.48
    TOLEDO           OH   43608          1            10/11/02         23
    0434944153                           05           12/01/02          0
    32208192                             N            11/01/32
    0


    8221175          F34/U57             F           54,000.00         ZZ
                                         180         53,831.48          1
                                       7.125            489.15         90
                                       6.875            489.15
    LABELLE          FL   33935          1            10/16/02         12
    0434953584                           05           12/01/02         30
    32208225                             O            11/01/17
    0


    8221187          F34/U57             F           44,000.00         ZZ
                                         360         43,977.19          1
                                       9.250            361.98         80
                                       9.000            361.98
    ALLENTOWN        PA   18102          5            10/29/02         00
    0434944179                           05           12/01/02          0
    32208274                             N            11/01/32
    0


    8221193          F34/U57             F           86,450.00         ZZ
                                         360         86,396.27          1
                                       8.375            657.08         95
                                       8.125            657.08
    MEMPHIS          TN   38128          1            10/15/02         12
    0434948477                           05           12/01/02         30
    32208301                             N            11/01/32
    0
1




    8221199          F34/U57             F           95,100.00         ZZ
                                         360         95,046.68          1
                                       8.875            756.66         80
                                       8.625            756.66
    LITCHFIELD PARK  AZ   85340          1            10/18/02         00
    0434944229                           05           12/01/02          0
    32208317                             N            11/01/32
    0


    8221209          F34/U57             F          109,400.00         ZZ
                                         360        109,338.66          1
                                       8.875            870.44         80
                                       8.625            870.44
    LITCHFIELD PARK  AZ   85340          1            10/18/02         00
    0434944252                           05           12/01/02          0
    32208320                             N            11/01/32
    0


    8221233          F34/U57             F           51,300.00         ZZ
                                         360         51,279.62          1
                                      10.500            469.26         90
                                      10.250            469.26
    SAINT LOUIS      MO   63134          1            10/10/02         23
    0434944310                           05           12/01/02          0
    32209118                             N            11/01/32
    0


    8221241          F34/U57             F          119,400.00         ZZ
                                         180        119,080.89          1
                                       8.875          1,202.17         95
                                       8.625          1,202.17
    HOUSTON          TX   77095          1            10/08/02         12
    0434953592                           03           12/01/02         30
    32209128                             N            11/01/17
    0


    8221247          F34/U57             F          110,200.00         ZZ
                                         360        110,134.94          1
                                       8.625            857.12         95
                                       8.375            857.12
    HOUSTON          TX   77083          1            10/29/02         12
    0434948576                           05           12/01/02         30
    32209138                             N            11/01/32
    0


    8221253          F34/U57             F           67,900.00         ZZ
                                         360         67,866.60          1
1


                                       9.500            570.94         95
                                       9.250            570.94
    DETROIT          MI   48224          1            10/17/02         12
    0434948584                           05           12/01/02         30
    32209141                             N            11/01/32
    0


    8221255          F34/U57             F           52,250.00         ZZ
                                         360         52,218.34          1
                                       8.500            401.76         95
                                       8.250            401.76
    DETROIT          MI   48228          1            10/30/02         12
    0434948600                           05           12/01/02         30
    32209162                             N            11/01/32
    0


    8221259          F34/U57             F          135,000.00         ZZ
                                         180        134,938.67          1
                                       9.875          1,172.27         90
                                       9.375          1,172.27
    KEANSBURG        NJ   07734          1            10/30/02         12
    0434948626                           05           12/01/02         30
    32209172                             N            11/01/17
    0


    8221261          F34/U57             F          127,300.00         ZZ
                                         360        127,212.40          1
                                       7.875            923.01         95
                                       7.625            923.01
    TAMPA            FL   33614          1            10/07/02         12
    0434944369                           05           12/01/02         30
    32209174                             O            11/01/32
    0


    8221267          F34/U57             F           72,000.00         ZZ
                                         360         71,967.29          1
                                       9.875            625.21         90
                                       9.625            625.21
    JACKSONVILLE     FL   32208          1            10/17/02         12
    0434944401                           05           12/01/02         30
    32209206                             N            11/01/32
    0


    8221269          F34/U57             F           68,000.00         ZZ
                                         360         67,942.87          1
                                       6.875            446.71         80
                                       6.625            446.71
    PORT CHARLOTTE   FL   33952          2            10/04/02         00
    0434944419                           05           12/01/02          0
1


    32209209                             O            11/01/32
    0


    8221271          F34/U57             F          103,950.00         ZZ
                                         360        103,885.38          1
                                       8.375            790.10         80
                                       8.125            790.10
    LAS VEGAS        NV   89128          1            10/25/02         00
    0434948659                           03           12/01/02          0
    32209212                             N            11/01/32
    0


    8221273          F34/U57             F           58,800.00         ZZ
                                         360         58,767.88          1
                                       9.000            473.12         95
                                       8.750            473.12
    MILLINGTON       TN   38053          1            10/28/02         12
    0434944427                           05           12/01/02         30
    32209315                             N            11/01/32
    0


    8221277          F34/U57             F           40,000.00         ZZ
                                         360         39,980.33          1
                                       9.500            336.34         80
                                       9.250            336.34
    NORFOLK          VA   23513          5            10/21/02         00
    0434944443                           05           12/01/02          0
    32209215                             N            11/01/32
    0


    8221283          F34/U57             F          246,900.00         ZZ
                                         360        246,716.77          1
                                       7.500          1,726.36         95
                                       7.250          1,726.36
    HACIENDA HEIGHT  CA   91745          1            10/24/02         12
    0434948683                           05           12/01/02         30
    32209230                             O            11/01/32
    0


    8221285          F34/U57             F          111,900.00         ZZ
                                         360        111,833.93          1
                                       8.625            870.35         80
                                       8.375            870.35
    ELKHART          IN   46516          1            10/25/02         00
    0434944476                           05           12/01/02          0
    32209250                             O            11/01/32
    0


1


    8221293          F34/U57             F           86,450.00         ZZ
                                         360         86,407.48          1
                                       9.500            726.92         95
                                       9.250            726.92
    ORLANDO          FL   32808          1            10/15/02         12
    0434948709                           05           12/01/02         30
    32209256                             N            11/01/32
    0


    8221333          F34/U57             F           64,000.00         ZZ
                                         180         63,834.65          1
                                       9.250            658.68         80
                                       9.000            658.68
    HAMPTON          VA   23661          5            10/23/02         00
    0434944518                           05           12/01/02          0
    32209257                             N            11/01/17
    0


    8221335          F34/U57             F          166,700.00         ZZ
                                         180        166,599.01          1
                                       8.500          1,281.78         95
                                       8.000          1,281.78
    FLORENCE         AL   35630          1            11/01/02         12
    0434944534                           03           12/01/02         30
    32209263                             O            11/01/17
    0


    8221337          F34/U57             F           76,000.00         ZZ
                                         180         75,957.39          1
                                       8.875            604.69         80
                                       8.625            604.69
    CHICAGO          IL   60651          1            10/29/02         00
    0434944559                           05           12/01/02          0
    32209269                             O            11/01/17
    0


    8221345          F34/U57             F          187,650.00         ZZ
                                         360        187,564.74          2
                                       9.875          1,629.46         80
                                       9.625          1,629.46
    ATTLEBORO        MA   02703          1            10/25/02         00
    0434944609                           05           12/01/02          0
    32209286                             N            11/01/32
    0


    8221351          F34/U57             F           85,000.00         ZZ
                                         360         84,928.59          1
                                       6.875            558.39         66
                                       6.625            558.39
1


    COLUMBUS         OH   43214          5            10/10/02         00
    0434944658                           05           12/01/02          0
    32209301                             O            11/01/32
    0


    8227499          T17/U56             F           65,600.00         ZZ
                                         360         65,552.52          1
                                       7.625            464.31         80
                                       7.125            464.31
    JACKSONVILLE     FL   32208          1            10/17/02         00
    0434952396                           05           12/01/02          0
    02090272                             O            11/01/32
    0


    8227531          T17/U56             F           68,925.00         ZZ
                                         360         68,889.27          1
                                       9.250            567.03         75
                                       8.750            567.03
    FENTON           MI   48430          1            10/25/02         00
    0434952412                           05           12/01/02          0
    02090351                             N            11/01/32
    0


    8227551          T17/U56             F          124,400.00         ZZ
                                         360        124,335.51          1
                                       9.250          1,023.41         80
                                       8.750          1,023.41
    WOODBURY         MN   55125          1            10/30/02         00
    0434952867                           09           12/01/02          0
    02100092                             N            11/01/32
    0


    8227553          T17/U56             F           88,419.00         ZZ
                                         360         88,375.51          1
                                       9.500            743.47         93
                                       9.000            743.47
    GREENVILLE       NC   27834          1            11/01/02         23
    0434952560                           05           12/01/02          0
    02100131                             O            11/01/32
    0


    8227569          T17/U56             F          124,950.00         ZZ
                                         360        124,743.70          1
                                       9.000          1,005.38         85
                                       8.500          1,005.38
    MINNEAPOLIS      MN   55411          5            09/20/02         23
    0434952651                           05           10/19/02          0
    02080285                             N            09/19/32
    0
1




    8227571          T17/U56             F           71,920.00         ZZ
                                         360         71,821.18          1
                                       7.875            521.47         80
                                       7.375            521.47
    OTTAWA           KS   66067          1            09/13/02         00
    0434952669                           05           11/01/02          0
    02080392                             O            10/01/32
    0


    8227573          T17/U56             F          136,800.00         ZZ
                                         360        136,727.20          1
                                       9.125          1,113.05         80
                                       8.625          1,113.05
    INDIANAPOLIS     IN   46205          1            10/22/02         00
    0434952677                           05           12/01/02          0
    02080394                             N            11/01/32
    0


    8227575          T17/U56             F          251,520.00         ZZ
                                         360        251,189.35          1
                                       8.125          1,867.53         80
                                       7.625          1,867.53
    CORNELIUS        NC   28031          1            09/25/02         00
    0434952693                           03           11/01/02          0
    02090039                             O            10/01/32
    0


    8227577          T17/U56             F           82,500.00         ZZ
                                         360         82,451.29          1
                                       8.625            641.68         75
                                       8.125            641.68
    SAINT PETERSBUR  FL   33713          5            10/30/02         00
    0434952701                           05           12/01/02          0
    02090158                             N            11/01/32
    0


    8297236          E84/G02             F          188,500.00         ZZ
                                         360        187,349.22          1
                                       7.500          1,318.02         86
                                       7.250          1,318.02
    FAIRVIEW         OR   97024          2            03/04/02         10
    0433918406                           07           05/01/02         25
    61302495                             O            04/01/32
    0


    8333152          E23/G01             F          296,800.00         ZZ
                                         360        296,518.38          1
1


                                       6.250          1,827.45         80
                                       6.000          1,827.45
    ROHNERT PARK     CA   94928          1            10/08/02         00
    0434836847                           05           12/01/02          0
    62003813                             O            11/01/32
    0

   TOTAL NUMBER OF LOANS   :      1,808

   TOTAL ORIGINAL BALANCE  :   300,659,596.21

   TOTAL PRINCIPAL BALANCE :   300,000,710.32

   TOTAL ORIGINAL P+I      :     2,193,897.63

   TOTAL CURRENT P+I       :     2,193,897.63


                             ***************************
                             *      END OF REPORT      *
                             ***************************


                                             F-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#:
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 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.


                                            H-1-1

<PAGE>




        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 ________________.

        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


                                            H-1-2

<PAGE>



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.

        Capitalized  terms used but not defined  herein  shall have the meanings
assigned in the Pooling and Servicing Agreement.




                                            H-1-3

<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 __.



                             COUNTY OF
                                       ---------------------------------

                             STATE OF
                                      ----------------------------------

                             My Commission expires the ____ day of
                             _____, 20__ .


                                            H-1-4

<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 -
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,


                                            H-2-1

<PAGE>



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 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



                                            H-2-2

<PAGE>



[[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 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


                                            H-2-2

<PAGE>



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.   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


                                            H-2-2

<PAGE>



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

[[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


                                            H-2-2

<PAGE>



   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.

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-2-2

<PAGE>



                                         EXHIBIT H-2

                                FORM OF TRANSFEROR CERTIFICATE


                                                   __________________, 200__


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004

Attention:  Residential Funding Corporation Series 2002-RS7

               Re:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series 2002-RS7, Class R-[   ]

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-RS7,  Class R-[__] (the "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 seller (the "Company"),  Residential Funding Corporation,  as
master servicer, and JPMorgan Chase Bank, as trustee (the "Trustee").  All terms
used herein and not  otherwise  defined shall have the meanings set forth in the
Pooling and Servicing  Agreement.  The Seller hereby  certifies,  represents and
warrants to, and covenants with, the Company and the Trustee that:

     1. No purpose of the Seller  relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or collection
of any tax.

               2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master  Servicer a transfer  affidavit and agreement in the form
attached to the Pooling and Servicing  Agreement as Exhibit 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-2-2

<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

                                  ______________, 20__

Residential Asset Mortgage Products, Inc
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN  55437

Attention:  Residential Funding Corporation Series 2002-RS7

               Re:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series 2002-RS7, Class SB

Ladies and Gentlemen:

               _________________________  (the "Purchaser")  intends to purchase
from   ___________________________   (the   "Seller")   $_____________   Initial
Certificate   Principal   Balance   of   Mortgage   Asset-Backed    Pass-Through
Certificates, Series 2002-RS7, Class SB (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 "Company"), Residential Funding Corporation, as master servicer (the
"Master  Servicer"),  and JPMorgan Chase Bank, as trustee (the  "Trustee").  All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Purchaser hereby certifies,  represents
and warrants to, and  covenants  with,  the Company,  the Trustee and the Master
Servicer that:

                      1. The  Purchaser  understands  that (a) the  Certificates
               have not been and will not be registered  or qualified  under the
               Securities  Act of 1933,  as  amended  (the  "Act")  or any state
               securities law, (b) the Company is not required to so register or
               qualify the Certificates, (c) the Certificates may be resold only
               if registered and qualified pursuant to the provisions of the Act
               or  any  state  securities  law,  or if an  exemption  from  such
               registration and qualification is available,  (d) the Pooling and
               Servicing Agreement contains restrictions  regarding the transfer
               of the Certificates  and (e) the Certificates  will bear a legend
               to the foregoing effect.


                                             I-1

<PAGE>




                      2. The Purchaser is acquiring the Certificates for its own
               account for investment only and not with a view to or for sale in
               connection with any distribution thereof in any manner that would
               violate the Act or any applicable state securities laws.

                      3.  The  Purchaser  is  (a) a  substantial,  sophisticated
               institutional  investor  having such  knowledge and experience in
               financial  and  business  matters,  and, in  particular,  in such
               matters related to securities  similar to the Certificates,  such
               that  it is  capable  of  evaluating  the  merits  and  risks  of
               investment  in the  Certificates,  (b) able to bear the  economic
               risks  of such an  investment  and (c) an  "accredited  investor"
               within the  meaning of Rule  501(a)  promulgated  pursuant to the
               Act.

                      4. The Purchaser has been  furnished  with, and has had an
               opportunity  to  review  (a) [a  copy  of the  Private  Placement
               Memorandum,  dated  ___________________,  20__,  relating  to the
               Certificates  (b)] a copy of the Pooling and Servicing  Agreement
               and [b] [c] such other  information  concerning the Certificates,
               the Mortgage  Loans and the Company as has been  requested by the
               Purchaser  from the  Company or the Seller and is relevant to the
               Purchaser's decision to purchase the Certificates.  The Purchaser
               has had any  questions  arising from such review  answered by the
               Company or the Seller to the  satisfaction of the Purchaser.  [If
               the Purchaser did not purchase the  Certificates  from the Seller
               in connection with the initial  distribution of the  Certificates
               and was provided with a copy of the Private Placement  Memorandum
               (the  "Memorandum")  relating to the original sale (the "Original
               Sale")  of  the  Certificates  by  the  Company,   the  Purchaser
               acknowledges  that  such  Memorandum  was  provided  to it by the
               Seller,  that the  Memorandum  was prepared by the Company solely
               for use in connection  with the Original Sale and the Company did
               not  participate  in or facilitate in any way the purchase of the
               Certificates by the Purchaser from the Seller,  and the Purchaser
               agrees  that it will  look  solely to the  Seller  and not to the
               Company with respect to any damage,  liability,  claim or expense
               arising out of, resulting from or in connection with (a) error or
               omission,  or  alleged  error  or  omission,   contained  in  the
               Memorandum, or (b) any information,  development or event arising
               after the date of the Memorandum.]

                      5.  The  Purchaser  has  not  and  will  not  nor  has  it
               authorized or will it authorize any person to (a) offer,  pledge,
               sell,  dispose of or  otherwise  transfer  any  Certificate,  any
               interest in any Certificate or any other similar  security to any
               person in any manner, (b) solicit any offer to buy or to accept a
               pledge,  disposition  of other transfer of any  Certificate,  any
               interest in any  Certificate  or any other similar  security from
               any person in any manner,  (c)  otherwise  approach or  negotiate
               with respect to any Certificate,  any interest in any Certificate
               or any other similar security with any person in any manner,  (d)
               make any general  solicitation by means of general advertising or
               in any other manner or (e) take any other action, that (as to any
               of (a) through (e) above) would  constitute a distribution of any
               Certificate  under the Act, that would render the  disposition of
               any  Certificate a violation of Section 5 of the Act or any state
               securities   law,   or  that  would   require   registration   or
               qualification pursuant


                                             I-2

<PAGE>



               thereto. The Purchaser will not sell or otherwise transfer any of
               the Certificates, except in compliance with the provisions of the
               Pooling and Servicing Agreement.

               6. The Purchaser  hereby  certifies,  represents and warrants to,
               and  covenants  with the  Company,  the  Trustee  and the  Master
               Servicer that the following statements in (a) or (b) are correct:

                      (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 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 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.



                                             I-3

<PAGE>



               In addition,  the  Purchaser  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.


                                                   Very truly yours,


                                                   (Purchaser)

                                                   By:
                                                      ------------------------
                                                   Name:
                                                        ----------------------
                                                   Title:
                                                         ---------------------


                                             I-4

<PAGE>



                                          EXHIBIT J

                           FORM OF TRANSFEROR REPRESENTATION LETTER




                                           , 20
                                  ---------    --


Residential Asset Mortgage Products, Inc
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004

Attention: Residential Funding Corporation Series 2002-RS7

               Re:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series 2002-RS7, Class SB

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-RS7,  Class  SB (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  "Company"),   Residential  Funding
Corporation,  as master  servicer,  and  JPMorgan  Chase Bank,  as trustee  (the
"Trustee").  The  Seller  hereby  certifies,  represents  and  warrants  to, and
covenants with, the Company and the Trustee that:

               Neither  the  Seller  nor  anyone  acting on its  behalf  has (a)
offered,  pledged,  sold, disposed of or otherwise  transferred any Certificate,
any interest in any  Certificate or any other similar  security to any person in
any  manner,  (b)  has  solicited  any  offer  to buy  or to  accept  a  pledge,
disposition  or  other  transfer  of  any  Certificate,   any  interest  in  any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar  security with any person in any manner,
(d) has made any general  solicitation by means of general advertising or in any
other manner, or (e) has taken any other action,  that (as to any of (a) through
(e)  above)  would  constitute  a  distribution  of the  Certificates  under the
Securities  Act of 1933 (the "Act"),  that would render the  disposition  of any
Certificate a violation of Section 5 of the Act or any state  securities law, or
that would require  registration or qualification  pursuant thereto.  The Seller
will not act, in any manner set forth in the foregoing  sentence with respect to
any Certificate. The Seller has not and will not


                                             J-1

<PAGE>



sell or otherwise  transfer any of the  Certificates,  except in compliance with
the provisions of the Pooling and Servicing Agreement.

                                  Very truly yours,


                                  (Seller)



                                  By:
                                     -------------------------------------
                                  Name:
                                       -----------------------------------
                                  Title:
                                        ----------------------------------


                                             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(a) on such Distribution
Date for Advances or Subservicer  Advances  previously made,  (which will not be
Advances or  Subservicer  Advances that were made with respect to  delinquencies
which were  subsequently  determined to be Excess Special Hazard Losses,  Excess
Fraud Losses,  Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or  Subservicer  Advances  reimbursed  pursuant to
Section  4.02(a),  to the extent such Advances or Subservicer  Advances have not
been included in the amount of the Realized Loss in the related  Mortgage  Loan,
and shall  distribute  the same to the Class SB  Certificateholders  in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).

               (b) Subject to  subsection  (c) below,  prior to the later of the
third Business Day prior to each Distribution Date or the related  Determination
Date, the Master  Servicer shall  determine  whether any Realized  Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class SB 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 SB  Certificateholders  in the
same  manner  as if such  amount  were to be  distributed  pursuant  to  Section
4.02(a);  provided,  however,  that the amount of such  demand in respect of any
Distribution  Date  shall  in no  event  be  greater  than  the  sum of (i)  the
additional amount of Accrued Certificate  Interest that would have been paid for
the Class SB 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 SB 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  SB
Certificates will not be covered by the Subordinate Certificate Loss Obligation.

               (c) Demands for payments  pursuant to this Section  shall be made
prior to the later of the third Business Day prior to each  Distribution Date or
the  related  Determination  Date by the Master  Servicer  with  written  notice
thereof to the Trustee.  The maximum  amount that  Residential  Funding shall be
required to pay pursuant to this Section on any Distribution Date (the "Amount


                                             K-1

<PAGE>



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 SB 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 SB Certificateholders.

               (f) The Company shall have the option, in its sole discretion, to
substitute  for  either  or  both of the  Limited  Guaranty  or the  Subordinate
Certificate  Loss  Obligation  another  instrument  in the  form of a  corporate
guaranty,  an irrevocable  letter of credit, a surety bond,  insurance policy or
similar  instrument  or a reserve fund;  provided  that (i) the Company  obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such  substitute  corporate  guaranty,  irrevocable  letter of credit,
surety bond,  insurance  policy or similar  instrument  or reserve fund will not
cause  either (a) any  federal  tax to be imposed on the Trust  Fund,  including
without limitation,  any federal tax imposed on "prohibited  transactions" under
Section  860(F)(a)(1) of the Code or on  "contributions  after the startup date"
under Section  860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any  Certificate  is  outstanding,  and (ii) no such
substitution  shall  be made  unless  (A) the  substitute  Limited  Guaranty  or
Subordinate  Certificate  Loss Obligation is for an initial amount not less than
the then  current  Amount  Available  and  contains  provisions  that are in all
material  respects  equivalent to the original  Limited  Guaranty or Subordinate
Certificate   Loss   Obligation   (including   that  no  portion  of  the  fees,
reimbursements  or other  obligations under any such instrument will be borne by
the Trust  Fund),  (B) the long  term debt  obligations  of any  obligor  of any
substitute  Limited Guaranty or Subordinate  Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating  of  the  long  term  debt  obligations  of  General  Motors   Acceptance
Corporation  as of the date of  issuance  of the  Limited  Guaranty  and (b) the
rating  of  the  long  term  debt  obligations  of  General  Motors   Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class SB Certificates at the request of the Company that such substitution shall
not lower the  rating on the Class SB  Certificates  below the lesser of (a) the
then-current  rating assigned to the Class SB Certificates by such rating agency
and (b) the original rating assigned to the Class SB Certificates


                                             K-2

<PAGE>



by such rating agency.  Any  replacement of the Limited  Guaranty or Subordinate
Certificate  Loss Obligation  pursuant to this Section shall be accompanied by a
written Opinion of Counsel to the substitute guarantor or obligor,  addressed to
the Master Servicer and the Trustee, that such substitute instrument constitutes
a legal,  valid and binding  obligation of the substitute  guarantor or obligor,
enforceable in accordance  with its terms,  and concerning such other matters as
the Master  Servicer  and the  Trustee  shall  reasonably  request.  Neither the
Company,  the Master  Servicer nor the Trustee  shall be obligated to substitute
for or replace the Limited  Guaranty or Subordinate  Certificate Loss Obligation
under any circumstance.

               Section  12.02.  Amendments  Relating  to the  Limited  Guaranty.
Notwithstanding  Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended,  superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended,  reduced or canceled,  and (iii) any
other  provision of this Agreement which is related or incidental to the matters
described  in this  Article  XII may be amended in any  manner;  in each case by
written  instrument  executed or  consented  to by the  Company and  Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master  Servicer or the Trustee being required  unless any such amendment
would impose any  additional  obligation on, or otherwise  adversely  affect the
interests of, the Master Servicer or the Trustee,  as applicable;  provided that
the Company shall also obtain a letter from each  nationally  recognized  credit
rating agency that rated the Class SB Certificates at the request of the Company
to the effect that such amendment,  reduction, deletion or cancellation will not
lower  the  rating  on the Class SB  Certificates  below  the  lesser of (a) the
then-current  rating assigned to the Class SB Certificates by such rating agency
and (b) the original rating assigned to the Class SB Certificates by such rating
agency,  unless  (A)  the  Holder  of  100%  of the  Class  SB  Certificates  is
Residential  Funding  or an  Affiliate  of  Residential  Funding,  or  (B)  such
amendment,  reduction,  deletion  or  cancellation  is made in  accordance  with
Section 11.01(e) and,  provided further that the Company obtains (subject to the
provisions of Section  10.01(f) as if the Company was substituted for the Master
Servicer solely for the purposes of such  provision),  in the case of a material
amendment or supersession (but not a reduction,  cancellation or deletion of the
Limited Guaranty or the Subordinate Certificate Loss Obligation),  an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
any such amendment or supersession  will not cause either (a) any federal tax to
be imposed on the Trust  Fund,  including  without  limitation,  any federal tax
imposed on "prohibited  transactions" under Section 860F(a)(1) of the Code or on
"contributions  after the startup date" under Section  860G(d)(1) of the Code or
(b) the  Trust  Fund to  fail  to  qualify  as a  REMIC  at any  time  that  any
Certificate is outstanding.  A copy of any such instrument  shall be provided to
the Trustee and the Master  Servicer  together  with an Opinion of Counsel  that
such amendment complies with this Section 12.02.


                                             K-3

<PAGE>



                                    EXHIBIT L

                            FORM OF LIMITED GUARANTY

                    RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

                 Mortgage Asset-Backed Pass-Through Certificates
                                 Series 2002-RS7


                                                          _____________, 200__


JPMorgan Chase Bank
4 New York Plaza - 6th Floor
New York, New York 10004

Attention:  Residential Funding Corporation Series 2002-RS6

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  November  1, 2002  (the  "Servicing  Agreement"),  among
Residential Asset Mortgage Products,  Inc. (the "Company"),  Residential Funding
and JPMorgan Chase Bank (the "Trustee") as amended by Amendment No. ___ thereto,
dated as of ________,  with respect to the  Mortgage  Asset-Backed  Pass-Through
Certificates, Series 2002-RS6 (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 SB
Certificates  with respect to certain  losses on the Mortgage Loans as described
in the Servicing Agreement; and

               WHEREAS,  GMAC desires to provide certain assurances with respect
to the ability of Residential  Funding to secure sufficient funds and faithfully
to perform its Subordinate Certificate Loss Obligation;

               NOW THEREFORE,  in consideration of the premises herein contained
and  certain  other good and  valuable  consideration,  the  receipt of which is
hereby acknowledged, GMAC agrees as follows:

     1.  Provision of Funds.  (a) GMAC agrees to  contribute  and deposit in the
Certificate  Account on behalf of Residential  Funding (or otherwise  provide to
Residential  Funding, or to cause to be made available to Residential  Funding),
either  directly  or  through a  subsidiary,  in any case  prior to the  related
Distribution Date, such moneys as may be required by Residential


                                             L-1

<PAGE>



Funding to perform its Subordinate  Certificate  Loss Obligation when and as the
same arises from time to time upon the demand of the Trustee in accordance  with
Section 12.01 of the Servicing Agreement.

               (b) The agreement set forth in the preceding  clause (a) shall be
absolute,  irrevocable  and  unconditional  and  shall  not be  affected  by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential  Funding,  by any  insolvency,  bankruptcy,  dissolution or other
proceeding affecting  Residential Funding or any other person, by any defense or
right of  counterclaim,  set-off  or  recoupment  that  GMAC  may  have  against
Residential  Funding or any other  person or by any other fact or  circumstance.
Notwithstanding  the  foregoing,  GMAC's  obligations  under  clause  (a)  shall
terminate  upon  the  earlier  of (x)  substitution  for this  Limited  Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement,  or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.

               2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential  Funding,  the Trustee or any other person in asserting or enforcing
any  rights or in making  any  claims or demands  hereunder.  Any  defective  or
partial  exercise of any such  rights  shall not  preclude  any other or further
exercise  of  that  or  any  other  such  right.  GMAC  further  waives  demand,
presentment,  notice of default,  protest,  notice of  acceptance  and any other
notices with respect to this Limited Guaranty,  including,  without  limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.

               3. Modification, Amendment and Termination. This Limited Guaranty
may be modified, amended or terminated only by the written agreement of GMAC and
the Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing  Agreement.  The  obligations of GMAC under
this  Limited  Guaranty  shall  continue  and  remain  in  effect so long as the
Servicing  Agreement is not modified or amended in any way that might affect the
obligations  of GMAC under  this  Limited  Guaranty  without  the prior  written
consent of GMAC.

     4. Successor.  Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.

     5.  Governing  Law. This Limited  Guaranty shall be governed by the laws of
the State of New York.

     6. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty  shall be delivered to the Trustee in connection  with the execution of
Amendment  No. 1 to the  Servicing  Agreement  and GMAC  hereby  authorizes  the
Company  and the  Trustee  to rely on the  covenants  and  agreements  set forth
herein.

     7.  Definitions.  Capitalized  terms used but not otherwise  defined herein
shall have the meaning given them in the Servicing Agreement.

     8.  Counterparts.  This  Limited  Guaranty may be executed in any number of
counterparts,  each  of  which  shall  be  deemed  to be an  original  and  such
counterparts shall constitute but one and the same instrument.


                                             L-2

<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:

JPMORGAN CHASE BANK,
  as Trustee


By:
   -------------------------------
Name:
     -----------------------------
Title:
      ----------------------------


RESIDENTIAL ASSET MORTGAGE
    PRODUCTS, INC.


By:
   -------------------------------
Name:
     -----------------------------
Title:
      ----------------------------


                                             L-3

<PAGE>



                                          EXHIBIT M

                 FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN


                                                   __________________, 20____

Residential Asset Mortgage
 Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004

Attention:  Residential Funding Corporation Series 2002-RS7

Re:  Mortgage Asset-Backed Pass-Through Certificates, Series 2002-RS7 Assignment
     of Mortgage Loan


Ladies and Gentlemen:

               This letter is delivered to you in connection with the assignment
by _________________ (the "Trustee") to  _______________________  (the "Lender")
of  _______________  (the "Mortgage  Loan")  pursuant to Section  3.13(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing  Agreement"),  dated
as of December 1, 2002 among  Residential  Asset  Mortgage  Products,  Inc.,  as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
the  Trustee.  All terms used herein and not  otherwise  defined  shall have the
meanings set forth in the Pooling and  Servicing  Agreement.  The Lender  hereby
certifies,  represents and warrants to, and covenants  with, the Master Servicer
and the Trustee that:

          (i) the Mortgage  Loan is secured by Mortgaged  Property  located in a
jurisdiction  in which an  assignment  in lieu of  satisfaction  is  required to
preserve lien priority,  minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;

         (ii) the  substance  of the  assignment  is, and is  intended  to be, a
refinancing  of such Mortgage Loan and the form of the  transaction is solely to
comply with, or facilitate the transaction under, such local laws;

        (iii) the  Mortgage  Loan  following  the  proposed  assignment  will be
modified  to have a rate of interest  at least 0.25  percent  below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and


                                             M-1

<PAGE>




     (iv) such  assignment  is at the request of the borrower  under the related
Mortgage Loan.

                                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  pursuant  to Section  5.02 of the  Agreement  and
JPMorgan Chase Bank, as trustee, as follows:

                      a. The Buyer  understands  that the Rule  144A  Securities
        have not been  registered  under the 1933 Act or the securities  laws of
        any state.

                      b. The Buyer considers itself a substantial, sophisticated
        institutional investor having such knowledge and experience in financial
        and  business  matters that it is capable of  evaluating  the merits and
        risks of investment in the Rule 144A Securities.

                      c. The  Buyer  has  been  furnished  with all  information
        regarding  the  Rule  144A  Securities  that it has  requested  from the
        Seller, the Trustee or the Servicer.



                                             N-1

<PAGE>



                      d.  Neither the Buyer nor anyone  acting on its behalf has
        offered,  transferred,  pledged,  sold or otherwise disposed of the Rule
        144A  Securities,  any interest in the Rule 144A Securities or any other
        similar security to, or solicited any offer to buy or accept a transfer,
        pledge or other disposition of the Rule 144A Securities, any interest in
        the  Rule  144A  Securities  or any  other  similar  security  from,  or
        otherwise  approached  or  negotiated  with  respect  to the  Rule  144A
        Securities,  any  interest  in the Rule  144A  Securities  or any  other
        similar  security  with,  any person in any manner,  or made any general
        solicitation by means of general  advertising or in any other manner, or
        taken any other action, that would constitute a distribution of the Rule
        144A Securities  under the 1933 Act or that would render the disposition
        of the Rule 144A  Securities a violation of Section 5 of the 1933 Act or
        require  registration  pursuant  thereto,  nor  will it act,  nor has it
        authorized  or will it authorize  any person to act, in such manner with
        respect to the Rule 144A Securities.

                      e. The Buyer is a "qualified  institutional buyer" as that
        term is defined in Rule 144A under the 1933 Act and has completed either
        of the forms of  certification to that effect attached hereto as Annex 1
        or  Annex 2. The  Buyer  is aware  that the sale to it is being  made in
        reliance on Rule 144A.  The Buyer is acquiring the Rule 144A  Securities
        for its own  account or the  accounts of other  qualified  institutional
        buyers,  understands  that  such  Rule 144A  Securities  may be  resold,
        pledged or transferred only (i) to a person reasonably  believed to be a
        qualified  institutional buyer that purchases for its own account or for
        the account of a qualified  institutional  buyer to whom notice is given
        that the  resale,  pledge or  transfer is being made in reliance on Rule
        144A, or (ii) pursuant to another exemption from registration  under the
        1933 Act.

               3.     The Buyer

                      a. 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 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. 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.

               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.


                                             N-4

<PAGE>



    ___    Savings and Loan.  The Buyer (a) is a savings  and loan  association,
           building   and  loan   association,   cooperative   bank,   homestead
           association or similar institution,  which is supervised and examined
           by a State or  Federal  authority  having  supervision  over any such
           institutions  or  is  a  foreign  savings  and  loan  association  or
           equivalent  institution  and (b) has an audited net worth of at least
           $25,000,000   as   demonstrated   in  its  latest  annual   financial
           statements.

     ___  Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
          of the Securities Exchange Act of 1934.

    ___    Insurance  Company.  The Buyer is an insurance  company whose primary
           and predominant  business activity is the writing of insurance or the
           reinsuring of risks underwritten by insurance  companies and which is
           subject to  supervision  by the insurance  commissioner  or a similar
           official  or  agency  of a State  or  territory  or the  District  of
           Columbia.

    ___    State or Local Plan. The Buyer is a plan  established  and maintained
           by  a  State,   its   political   subdivisions,   or  any  agency  or
           instrumentality of the State or its political  subdivisions,  for the
           benefit of its employees.

    ___    ERISA Plan. The Buyer is an employee  benefit plan within the meaning
           of Title I of the Employee Retirement Income Security Act of 1974.

     ___  Investment  Adviser.  The Buyer is an  investment  adviser  registered
          under the Investment Advisers Act of 1940.

     ___  SBIC. The Buyer is a Small Business Investment Company licensed by the
          U.S. Small Business  Administration under Section 301(c) or (d) of the
          Small Business Investment Act of 1958.

     ___  Business  Development  Company.  The Buyer is a  business  development
          company as defined in Section  202(a)(22) of the  Investment  Advisers
          Act of 1940.

    ___    Trust  Fund.  The Buyer is a trust  fund  whose  trustee is a bank or
           trust  company  and  whose  participants  are  exclusively  (a) plans
           established and maintained by a State, its political subdivisions, or
           any  agency  or   instrumentality  of  the  State  or  its  political
           subdivisions,  for the  benefit  of its  employees,  or (b)  employee
           benefit  plans  within  the  meaning  of  Title  I  of  the  Employee
           Retirement  Income Security Act of 1974, but is not a trust fund that
           includes as participants  individual  retirement  accounts or H.R. 10
           plans.

           3.  The  term  "securities"  as used  herein  does  not  include  (i)
securities of issuers that are affiliated  with the Buyer,  (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer,  (iii) bank  deposit  notes and  certificates  of  deposit,  (iv) loan
participations,  (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.


                                             N-5

<PAGE>



           4. For purposes of  determining  the  aggregate  amount of securities
owned and/or invested on a discretionary  basis by the Buyer, the Buyer used the
cost of such  securities to the Buyer and did not include any of the  securities
referred to in the preceding  paragraph.  Further, in determining such aggregate
amount,  the Buyer may have included  securities  owned by  subsidiaries  of the
Buyer,  but only if such  subsidiaries  are  consolidated  with the Buyer in its
financial  statements  prepared in accordance with generally accepted accounting
principles  and if the  investments of such  subsidiaries  are managed under the
Buyer's direction.  However, such securities were not included if the Buyer is a
majority-owned,  consolidated  subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.

           5. The  Buyer  acknowledges  that it is  familiar  with Rule 144A and
understands  that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements  made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

  ___       ___              Will the Buyer be purchasing the Rule 144A
  Yes       No               Securities only for the Buyer's own account?

           6. If the answer to the foregoing  question is "no", the Buyer agrees
that,  in connection  with any purchase of securities  sold to the Buyer for the
account of a third party  (including  any separate  account) in reliance on Rule
144A,  the Buyer will only purchase for the account of a third party that at the
time is a "qualified  institutional  buyer"  within the meaning of Rule 144A. In
addition,  the Buyer  agrees that the Buyer will not purchase  securities  for a
third party unless the Buyer has obtained a current  representation  letter from
such third party or taken other appropriate  steps  contemplated by Rule 144A to
conclude that such third party  independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

           7.  The  Buyer  will  notify  each  of  the  parties  to  which  this
certification is made of any changes in the information and conclusions  herein.
Until such notice is given,  the Buyer's  purchase of Rule 144A  Securities will
constitute  a  reaffirmation  of  this  certification  as of the  date  of  such
purchase.


                                    Print Name of Buyer

                                    By:
                                            ----------------------------------
                                            Name:
                                            Title:

                                    Date:
                                         -------------------------------------


                                             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  certification  is made are relying  and will  continue to
rely on the statements made herein


                                             N-7

<PAGE>



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

                                   [RESERVED]



<PAGE>



                                    EXHIBIT P

                                   [RESERVED]


                                       P-1

<PAGE>



                                    EXHIBIT Q

                      CERTIFICATE GUARANTY INSURANCE POLICY


                                             Ambac Assurance Corporation
                                             One State Street Plaza, 15th Floor
                                             New York, New York 10004
                                             Telephone: (212) 668-0340

CERTIFICATE GUARANTY INSURANCE POLICY


Insured Obligations:                           Policy Number. AB0618BE
RAMP Series 2002-RS6 Trust
Mortgage Asset-Backed Pass-Through
Certificates, Series 2002-RS6, Class A

                                             Premium:      As specified in the
                                                           endorsement attached
                                                           hereto.

AMBAC ASSURANCE CORPORATION (AMBAC), a Wisconsin stock insurance corporation, in
consideration  of the  payment of the  premium  and subject to the terms of this
Policy, hereby agrees  unconditionally and irrevocably to pay to the Trustee for
the  benefit of the  Holders of the  Insured  Obligations,  that  portion of the
Insured Amounts which shall become Due for Payment but shall be unpaid by reason
of Nonpayment.

Ambac will make such  payments to the Trustee from its own funds on the later of
(a) one (1) Business Day  following  notification  to Ambac of Nonpayment or (b)
the Business Day on which the Insured Amounts are Due for Payment. Such payments
of principal or interest shall be made only upon  presentation  of an instrument
of assignment in form and substance satisfactory to Ambac, transferring to Ambac
all rights  under such  Insured  Obligations  to receive  the  principal  of and
interest  on the  Insured  Obligation.  Ambac  shall  be  subrogated  to all the
Holders'  rights to  payment  on the  Insured  Obligations  to the extent of the
insurance  disbursements so made. Once payments of the Insured Amounts have been
made to the Trustee, Ambac shall have no further obligation hereunder in respect
of such Insured Amounts.

In the event the Trustee for the Insured Obligations has notice that any payment
of  principal  or  interest  on an insured  Obligation  which has become Due for
Payment  and which is made to a Holder by or on behalf of the  Trustee  has been
deemed a  preferential  transfer  and  theretofore  recovered  from  its  Holder
pursuant  to the  United  States  Bankruptcy  Code in  accordance  with a final,
nonappealable  order of a court of competent  jurisdiction,  such Holder will be
entitled  to payment  from Ambac to the extent of such  recovery  if  sufficient
funds are not otherwise available.

                                             Q-1

<PAGE>



This  Policy is  noncancelable  by Ambac for any  reason,  including  failure to
receive payment of any premium due hereunder.  The premium on this Policy is not
refundable  for any  reason.  This Policy  does not insure  against  loss of any
prepayment  or other  acceleration  payment  which at any time may become due in
respect of any Insured  Obligation,  other than at the sole option of Ambac, nor
against any risk other than Nonpayment, including failure of the Trustee to make
any payment due Holders of Insured Amounts.

To the fullest  extent  permitted by  applicable  law,  Ambac hereby  waives and
agrees not to assert any and all rights and defenses,  to the extent such rights
and  defenses may be available  to Ambac,  to avoid  payment of its  obligations
under this Policy in accordance with the express provisions hereof.

Any capitalized terms not defined herein shall have the meaning given such terms
in the endorsement attached hereto or in the Agreement.

In  witness  whereof,  Ambac  has  caused  this  Policy to be  affixed  with its
corporate seal and to be signed by its duly authorized  officers in facsimile to
become  effective as their original  signatures and binding upon Ambac by virtue
of the countersignature of its duly authorized representative.




_______________________________                         ____________________
President                                                 Secretary




                                                 _______________________
Effective Date:       November 26, 2002          Authorized Representative


                                             Q-2

<PAGE>



                      CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT



Attached to and forming                          Effective Date of Endorsement:
part of Policy No. AB0618BE                                   November 26, 2002
issued to:


JPMorgan Chase Bank, as Trustee on behalf of, and for the benefit of the Holders
of, the Mortgage Asset- Backed Pass-Through Certificates, Series 2002-RS6, Class
A Certificates, as Issued pursuant to the Agreement



        For all  purposes of this  Policy,  the  following  terms shall have the
following meanings:

        "Agreement" shall mean the Pooling and Servicing Agreement,  dated as of
November 1, 2002, among Residential Asset Mortgage Products, Inc., as Depositor,
Residential  Funding  Corporation,  as  Master  Servicer,  and the  Trustee,  as
Trustee,  without  regard to any  amendment or  supplement  thereto  unless such
amendment or supplement has been approved in writing by the Insurer.

        "Business  Day" shall mean any day other than a Saturday,  a Sunday or a
day on which  banking  institutions  in the  State  of New  York,  the  State of
Minnesota,  the State of Michigan,  the State of Texas, the State of Illinois or
in the city in which  the  corporate  trust  office  of the  Trustee  under  the
Agreement  or the  Insurer is located  are  authorized  or  obligated  by law or
executive order to close.

        "Deficiency   Amount"   shall  mean,   with   respect  to  the  Class  A
Certificates, as of any Distribution Date (i) any shortfall in amounts available
in the  Certificate  Account to pay  interest for the related  Interest  Accrual
Period on the Certificate Principal Balance (or the Notional Amount, in the case
of the Class A-I-IO  Certificates)  of the related Class A  Certificates  at the
then applicable  Pass-Through Rate, net of any interest  shortfalls  relating to
Deferred  Interest,  the  Relief  Act and  any  Prepayment  Interest  Shortfalls
allocated to the related Class A Certificates, (ii) the principal portion of any
Realized  Losses  allocated to the related Class A Certificates  (other than the
Class A-I-IO  Certificates) with respect to such Distribution Date and (iii) the
Certificate  Principal Balance of the Class A Certificates (other than the Class
A-I-IO  Certificates)  to the extent  unpaid on the Final  Distribution  Date or
earlier  termination  of the Trust Fund pursuant to the terms of the  Agreement.
The Deficiency Amount does not include any Basis Risk Shortfalls.

        "Due for Payment" shall mean, with respect to any Insured Amounts,  such
amount that is due and payable under the  Agreement on the related  Distribution
Date.

                                             Q-3

<PAGE>



     "Final  Distribution  Date"  shall mean the  Distribution  Date in November
2032.

        "First Distribution Date" shall mean December 26, 2002.

        "Holder" shall mean any person who is the registered owner or beneficial
owner of any of the Class A Certificates and who, on the applicable Distribution
Date,  is  entitled  under  the  terms of the Class A  Certificates  to  payment
thereunder.

        "Insurance  Agreement" shall mean the Insurance and Indemnity  Agreement
(as may be amended,  modified or  supplemented  from time to time),  dated as of
November 26, 2002, by and among the Insurer, Residential Funding Corporation, as
Seller  of the  Mortgage  Loans to the  Depositor  and as Master  Servicer,  the
Depositor and JPMorgan Chase Bank, as Trustee.

        "Insurance  Policy" or  "Policy"  shall mean this  Certificate  Guaranty
Insurance Policy together with each and every endorsement hereto.

        "Insured Amounts" shall mean, with respect to any Distribution Date, the
Deficiency Amount for such Distribution Date plus any Preference Amount for such
Distribution Date.

        "Insured Obligations" shall mean the Class A Certificates.

        "Insured  Payments" shall mean, with respect to any  Distribution  Date,
the aggregate  amount  actually paid by the Insurer to the Trustee in respect of
Insured Amounts for such Distribution Date.

        "Insurer"  shall  mean Ambac  Assurance  Corporation,  or any  successor
thereto, as issuer of the Insurance Policy.

        "Late  Payment Rate" shall mean the lesser of (a) the greater of (i) the
per annum rate of interest  publicly  announced  from time to time by  Citibank,
N.A. as its prime or base  lending  rate (any change in such rate of interest to
be effective on the date such change is announced by Citibank,  N.A.),  and (ii)
the then applicable  highest rate of interest on any of the Class A Certificates
and (b) the maximum  rate  permissible  under  applicable  usury or similar laws
limiting interest rates. The Late Payment Rate shall be computed on the basis of
the actual  number of days elapsed over a year of 360 days for any  Distribution
Date.

        "Nonpayment"  shall mean,  with  respect to any  Distribution  Date,  an
Insured Amount which is Due for Payment but has not been and will not be paid in
respect of such Distribution Date pursuant to the Agreement.

        "Notice"  shall mean the  telephonic  or  telegraphic  notice,  promptly
confirmed in writing by telecopy  substantially  in the form of Exhibit A to the
Policy,  the  original  of which is  subsequently  delivered  by  registered  or
certified mail from the Trustee specifying the Insured Amount which shall be due
and owing on the applicable Distribution Date.

        "Preference  Amount" shall mean any amount  previously  distributed to a
Holder by or on behalf of the Trust  Fund that is  recoverable  and sought to be
recovered as a voidable preference by


                                             Q-4

<PAGE>



a trustee in bankruptcy  pursuant to the  Bankruptcy  Code in accordance  with a
final nonappealable order of a court having competent jurisdiction.

        "Premium"  shall  mean  the  premium  payable  for  the  Policy  on each
Distribution Date as specified in the Insurance Agreement.

        "Premium  Percentage"  shall have the meaning set forth in the Insurance
Agreement.

        "Reimbursement  Amount" shall mean, as to any Distribution Date, the sum
of (x) (i) all Insured  Payments paid by the Insurer,  but for which the Insurer
has not been reimbursed prior to such Distribution Date pursuant to Section 4.02
of the Agreement,  plus (ii) interest  accrued  thereon,  calculated at the Late
Payment Rate from the date the Trustee  received the related  Insured  Payments,
and (y) (i) any  other  amounts  then due and  owing to the  Insurer  under  the
Insurance Agreement,  but for which the Insurer has not been reimbursed prior to
such  Distribution  Date  pursuant to Section 4.02 of the  Agreement,  plus (ii)
interest on such amounts at the Late Payment Rate.

        "Trustee" shall mean JPMorgan Chase Bank, or any successor thereto under
the Agreement.

        Capitalized  terms used herein and not otherwise  defined shall have the
meaning  assigned to them in the  Agreement  as of the date of  execution of the
Policy,  without giving effect to any subsequent amendment to or modification of
the Agreement unless such amendment or modification has been approved in writing
by the Insurer.

        The Insurer hereby agrees that if, as of any  Distribution  Date, it has
become subrogated to the rights of Holders by virtue of a previous payment under
this  Policy,  no recovery of such  payment will occur unless the full amount of
the Holders' allocable  distributions for such Distribution Date can be made. In
so doing,  the  Insurer  does not waive its  rights to seek full  payment of all
Reimbursement  Amounts  owed  to  it  under  the  Agreement  and  the  Insurance
Agreement.

        As  provided  by the Policy,  the  Insurer  will pay any amount  payable
hereunder,  other than  Preference  Amounts,  no later than 12:00 noon, New York
City time, on the later of the Distribution Date on which the related Deficiency
Amount is due or the Business Day following actual receipt in New York, New York
on a Business Day by the Insurer of a Notice;  provided  that, if such Notice is
received after 12:00 noon, New York City time, on such Business Day, it shall be
deemed to be received on the  following  Business Day. If any such Notice is not
in proper form or is  otherwise  insufficient  for the  purpose of making  claim
under the Policy,  it shall be deemed not to have been  received for purposes of
this  paragraph,  and the Insurer  shall  promptly so advise the Trustee and the
Trustee may submit an amended or corrected Notice.

        The Insurer shall pay any Preference Amount when due to be paid pursuant
to the Order  referred  to below,  but in any  event no  earlier  than the third
Business  Day  following  receipt by the  Insurer of (i) a  certified  copy of a
final,  non-appealable order of a court or other body exercising jurisdiction in
such  insolvency  proceeding  to the effect that the  Trustee or the Holder,  as
applicable, is required to return such Preference Amount paid during the term of
this Policy  because such  payments were avoided as a  preferential  transfer or
otherwise rescinded or required to be restored by the Trustee or the Holder (the
"Order"), (ii) a certificate by or on behalf of the Trustee that the

                                             Q-5

<PAGE>



Order has been entered and is not subject to any stay,  (iii) an assignment,  in
form and substance  satisfactory to the Insurer,  duly executed and delivered by
the Trustee or the Holder, as applicable,  irrevocably  assigning to the Insurer
all rights and claims of the Trustee or the Holder,  as applicable,  relating to
or arising  under the  Agreement  against the estate of the Trustee or otherwise
with respect to such Preference Amount and (iv) a Notice of Nonpayment (attached
hereto as Exhibit A) appropriately  completed and executed by the Trustee.  Such
payment shall be disbursed to the receiver, conservator, debtor-in-possession or
trustee in bankruptcy  named in the Order, and not to the Trustee or the Holder,
as applicable,  directly,  unless the Trustee or the Holder, as applicable,  has
made  a  payment  of the  Preference  Amount  to the  court  or  such  receiver,
conservator,  debtor-in-possession  or trustee in bankruptcy named in the Order,
in which case the Insurer will pay the Trustee on behalf of the Holder,  subject
to the  delivery of (a) the items  referred to in clauses (i),  (ii),  (iii) and
(iv) above to the  Insurer and (b)  evidence  satisfactory  to the Insurer  that
payment   has   been   made   to   such   court   or   receiver,    conservator,
debtor-in-possession   or   trustee   in   bankruptcy   named   in  the   Order.
Notwithstanding the foregoing two sentences,  the Insurer shall not be obligated
to pay any Preference  Amount in respect of principal (other than principal paid
in connection  with Realized  Losses) except on the Final  Distribution  Date or
earlier termination of the Trust Fund pursuant to the terms of the Agreement.

        The terms and  provisions of the Agreement  constitute the instrument of
assignment referred to in the second paragraph of the face of this Policy.

        A Premium  will be payable on this Policy on each  Distribution  Date as
provided in the  Agreement,  beginning with the First  Distribution  Date, in an
amount equal to the sum of (a) 1/12th
 of the  product  of (i) the  Premium  Percentage  applicable  to the  Class A-I
Certificates and (ii) the aggregate  Certificate  Principal Balance of the Class
A-1  Certificates  on the prior  Distribution  Date (after  giving effect to any
distributions  to be made on  such  Distribution  Date)  and (b)  1/12th  of the
product of (i) the Premium Percentage  applicable to the Class A-II Certificates
and  (ii)  the  aggregate  Certificate  Principal  Balance  of  the  Class  A-II
Certificates  on  the  prior  Distribution  Date  (after  giving  effect  to any
distributions to be made on such Distribution Date);  provided that on the First
Distribution  Date,  the  premium  will be equal to the sum of (a) 1/12th of the
product of the (i) Premium  Percentage  applicable to the Class A-I Certificates
and (ii) aggregate  Certificate  Principal Balance of the Class A-I Certificates
as of the  Cut-off  Date  and (b)  1/12th  of the  product  of the  (i)  Premium
Percentage  applicable  to  the  Class  A-II  Certificates  and  (ii)  aggregate
Certificate  Principal  Balance of the Class A-II Certificates as of the Cut-off
Date.

        The Policy to which this Endorsement is attached and of which it forms a
part is hereby  amended to provide that there shall be no  acceleration  payment
due under the  Policy  unless  such  acceleration  is at the sole  option of the
Insurer.  This Policy does not cover  shortfalls,  if any,  attributable  to the
liability of the Trust Fund, any REMIC or the Trustee for withholding  taxes, if
any (including interest and penalties in respect of any such liability) .

        Nothing herein contained shall be held to vary,  alter,  waive or extend
any of the terms, conditions, provisions, agreements or limitations of the above
mentioned  Policy  other than as above  stated.  Notwithstanding  the  foregoing
sentence,  if there is any conflict or inconsistency between the Policy and this
Endorsement, the terms of this Endorsement shall control.

                                             Q-6

<PAGE>



        No waiver of any  rights or powers of the  Insurer,  the  Holders or the
Trustee or consent by any of them shall be valid unless  signed by an authorized
officer or agent thereof.

        This  Policy is issued  under and  pursuant  to, and shall be  construed
under,  the laws of the State of New York (without giving effect to the conflict
of laws provisions thereof).

                         [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                             Q-7

<PAGE>



        IN WITNESS  WHEREOF,  the  Insurer has caused  this  Endorsement  to the
Policy to be signed by its duly authorized officers.

________________________                _______________________________
Managing Director                              Assistant Secretary


                                      Q-8

<PAGE>



                                          EXHIBIT A
                         TO THE CERTIFICATE GUARANTY INSURANCE POLICY

                                     Policy No. AB0618BE

        NOTICE OF NONPAYMENT AND DEMAND
FOR PAYMENT OF INSURED AMOUNTS

                                                Date:   [             ]

AMBAC ASSURANCE CORPORATION
One State Street Plaza
New York, New York 10004
Attention:  General Counsel

        Reference is made to Certificate  Guaranty Insurance Policy No. AB0618BE
(the  "Policy")  issued  by  Ambac  Assurance   Corporation   ("Ambac").   Terms
capitalized  herein and not otherwise defined shall have the meanings  specified
in the Policy and the Pooling and Servicing  Agreement,  dated as of November 1,
2002, among Residential Asset Mortgage Products, Inc., as Depositor, Residential
Funding  Corporation,  as Master  Servicer,  and JPMorgan Chase Bank, as Trustee
(without regard to any amendment or supplement  thereto unless such amendment or
supplement has been approved in writing by Ambac) (the "Agreement"), as the case
may be, unless the context otherwise requires.

        The Trustee hereby certifies as follows:

          1.   The Trustee is the Trustee  under the  Agreement  for the Class A
               Certificates.

          2.   The  relevant  Distribution  Date or Final  Distribution  Date is
               [date].

          3.   Payment   on  the  Class  A   Certificates   in  respect  of  the
               Distribution     Date    is    due    to    be     received    on
               _______________________________ under the Agreement, in an amount
               equal to $________________.

          [3.  The amount to be paid to the Holders of the Class A  Certificates
               on the Final Distribution Date is $______________.]

          4.   There  is  a  Deficiency   Amount  and/or  Preference  Amount  of
               $_________________ in respect of the Class A Certificates,  which
               amount  is an  Insured  Amount  pursuant  to  the  terms  of  the
               Agreement.

          5.   The sum of  $________________  is the Insured  Amount that is Due
               for Payment.

          6.   The  Trustee  has not  heretofore  made a demand for the  Insured
               Amount in respect of the Distribution Date.

                                             Q-9

<PAGE>



          7.   The Trustee  hereby  requests  the payment of the Insured  Amount
               that is Due for  Payment  be made by Ambac  under the  Policy and
               directs  that payment  under the Policy be made to the  following
               account by bank wire  transfer  of  federal or other  immediately
               available funds in accordance with the terms of the Policy to:

[Trustee's account number.]

          8.   The Trustee hereby agrees that,  following receipt of the Insured
               Amount  from Ambac,  it shall (a) hold such  amounts in trust and
               apply the same  directly  to the  distribution  of payment on the
               Class A  Certificates  when due; (b) not apply such funds for any
               other  purpose;  (c) deposit such funds to the Insurance  Account
               and not commingle such funds with other funds held by the Trustee
               and (d) maintain an accurate record of such payments with respect
               to the Class A Certificates  and the  corresponding  claim on the
               Policy and proceeds thereof.

        ANY PERSON  WHO  KNOWINGLY  AND WITH  INTENT TO  DEFRAUD  ANY  INSURANCE
COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING  ANY  MATERIALLY  FALSE  INFORMATION;  OR CONCEALS FOR THE PURPOSE OF
MISLEADING,   INFORMATION  CONCERNING  ANY  FACT  MATERIAL  THERETO,  COMMITS  A
FRAUDULENT  INSURANCE ACT, WHICH IS AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY
NOT TO EXCEED FIVE  THOUSAND  DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH
SUCH VIOLATION.

                                                   [Name of Trustee]


                                                   By:
                                                      -------------------------

                                                   Title:
                                                         ----------------------
                                                                 (Officer)

                                             Q-10

<PAGE>



                                   EXHIBIT R-1

                             FORM 10-K CERTIFICATION

        I, [identify the certifying individual], certify that:

        1. I have  reviewed  the annual  report on Form 10-K for the fiscal year
[___], and all reports on Form 8-K containing  distribution or servicing reports
filed in respect of periods  included in the year covered by that annual report,
of the trust  (the  "Trust")  created  pursuant  to the  Pooling  and  Servicing
Agreement dated  _____________1,  2002 (the "P&S Agreement")  among  Residential
Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding Corporation
(the "Master Servicer") and [Name of Trustee] (the "Trustee");

        2. Based on my knowledge,  the information in these reports,  taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a  material  fact  necessary  to make  the  statements  made,  in  light  of the
circumstances  under which such  statements  were made, not misleading as of the
last day of the period covered by that annual report;

     3. Based on my knowledge, the servicing information required to be provided
to the Trustee by the Master  Servicer  under the P&S  Agreement  is included in
these reports;

        4. I am responsible for reviewing the activities performed by the Master
Servicer  under the P&S Agreement and based upon the review  required  under the
P&S Agreement,  and except as disclosed in the report,  the Master  Servicer has
fulfilled its obligations under the P&S Agreement; and

        5. I have disclosed to the Depositor's  certified public accountants all
significant  deficiencies  relating the Master  Servicer's  compliance  with the
minimum servicing  standards in accordance with a review conducted in compliance
with the Uniform Single Attestation Program for Mortgage Bankers as set forth in
the P&S Agreement.

Date:____________

_________________________________*
[Signature]
Name:
Title:

          *    - to be signed by the senior  officer in charge of the  servicing
               functions of the Master Servicer



                                            R-1-1

<PAGE>


                                   EXHIBIT R-2

                         FORM 10-K BACK-UP CERTIFICATION


        The  undersigned,  a  Responsible  Officer of  JPMorgan  Chase Bank (the
"Trustee") certifies that:

        1. The Trustee has performed all of the duties specifically  required to
be  performed  by it pursuant  to the  provisions  of the Pooling and  Servicing
Agreement  dated  December 1, 2002 (the  "Agreement")  by and among  Residential
Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding Corporation
(the "Master  Servicer")  and the Trustee in  accordance  with the standards set
forth therein.

     2. Based on my knowledge,  the information  that is provided by the Trustee
pursuant to Section  4.03(d)(I)  of the Agreement is accurate as of the last day
of the 20___ calendar year.

        Capitalized  terms used and not defined  herein  shall have the meanings
given such terms in the Agreement.

     IN  WITNESS   THEREOF,   I  have  duly  executed  this  certificate  as  of
____________, 20___


                                                          Name:_______________
                                                          Title:



                                     R-2-1

<PAGE>