RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                   Depositor,

                        RESIDENTIAL FUNDING CORPORATION,

                                Master Servicer,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                     Trustee




                         POOLING AND SERVICING AGREEMENT

                            Dated as of March 1, 2003




                 Mortgage Asset-Backed Pass-Through Certificates

                                 Series 2003-RM1




<PAGE>

<TABLE>
<CAPTION>


                                      TABLE OF CONTENTS

                                                                                          Page


ARTICLE I

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

ARTICLE II

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

ARTICLE III

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


                                              i

<PAGE>



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

ARTICLE IV

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

ARTICLE V

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

ARTICLE VI

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



                                              ii

<PAGE>



ARTICLE VII

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

ARTICLE VIII

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

ARTICLE IX

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

ARTICLE X

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

ARTICLE XI

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


                                             iii

<PAGE>



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



Exhibit A-1    Form of Class A Certificate
Exhibit B      Form of Class M Certificate
Exhibit C      Form of Class B Certificate
Exhibit D      Form of Class R Certificate
Exhibit E      Form of Custodial Agreement
Exhibit F      Mortgage Loan Schedule
Exhibit G      Forms of Request for Release
Exhibit H-1    Form of Transfer Affidavit and Agreement
Exhibit H-2    Form of Transferor Certificate
Exhibit I      Form of Investor Representation Letter
Exhibit J      Form of Transferor Representation Letter
Exhibit K      Text of Amendment to Pooling and Servicing Agreement Pursuant to Section
               11.01(e) for a Limited Guaranty
Exhibit L      Form of Limited Guaranty
Exhibit M      Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N      Form of Rule 144A Investment Representation
Exhibit O      Form of ERISA Letter
Exhibit P      Discount Fractions
Exhibit Q      PAC I Aggregate Planned Principal Balances and PAC II Aggregate Planned
               Principal Balances
Exhibit R-1    Form 10-K Certification
Exhibit R-2    Form 10-K Back-up Certification

</TABLE>

                                              iv

<PAGE>



        This  Pooling and  Servicing  Agreement,  effective as of March 1, 2003,
among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor (together with
its permitted  successors and assigns,  the  "Depositor"),  RESIDENTIAL  FUNDING
CORPORATION,  as master  servicer  (together  with its permitted  successors and
assigns, the "Master Servicer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New
York banking corporation, as trustee (together with its permitted successors and
assigns, the "Trustee").

                                    PRELIMINARY STATEMENT:

        The  Depositor  intends  to  sell  mortgage  asset-backed   pass-through
certificates  (collectively,  the  "Certificates"),  to be issued  hereunder  in
twenty-three 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  Distribution  Date in the month following
the last scheduled  monthly payment of the Mortgage  Loans.  None of the REMIC I
Regular Interests will be certificated.


                                     UNCERTIFICATED REMIC I   LATEST POSSIBLE
    DESIGNATION PASS-THROUGH RATE     PRINCIPAL BALANCE       MATURITY DATE
        LT-1          5.75%          $199,522,108.00          March 25, 2033
        LT-2          8,50%          $58,888,000.00           March 25, 2033
        LT-3          4.75%          $161,942,000.00          March 25, 2033
      LT-I-AV      Variable(1)       $0.00                    March 25, 2033
      LT-I-AP         0.00%          $1,964,409.00            March 25, 2033
---------------
(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
subject to this Agreement as a REMIC for federal  income tax purposes,  and such
segregated pool of assets will be designated as "REMIC


                                              1

<PAGE>



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 each of the "regular interests" in REMIC II
(the  "REMIC  II  Regular  Interests").  The  "latest  possible  maturity  date"
(determined  solely for  purposes  of  satisfying  Treasury  regulation  Section
1.860G-1(a)(4)(iii))   for  each  REMIC  II  Regular   Interest   shall  be  the
Distribution  Date following the last scheduled  monthly payment of the Mortgage
Loans. None of the REMIC II Regular Interests will be certificated.

<TABLE>
<CAPTION>


                                        Aggregate Initial                                Initial Ratings
                          Pass-Through  Certificate-Principle
 Designation      Type        Rate           Balance        Features        Maturity Date   Fitch    S&P
----------------------------------------------------------------------------                ----------------

<S>       <C>                 <C>       <C>                                       <C> <C>
  Class A-1      Senior       4.75%     $   13,626,000.00   Senior/PAC I    March 25, 2033   AAA     AAA
  Class A-2      Senior       4.75%     $   67,345,000.00   Senior/PAC I    March 25, 2033   AAA     AAA
  Class A-3      Senior       4.75%     $   50,814,000.00   Senior/PAC I    March 25, 2033   AAA     AAA
                           Adjustable                                       March 25, 2033
  Class A-4      Senior      Rate(1)    $   58,888,000.00 Senior/PAC I/Float                 AAA     AAA
  Class A-5      Senior    Adjustable                      Senior/Inverse   March 25, 2033
                             Rate(1)    $            0.00 Floater/Interest Only              AAA     AAA
  Class A-6      Senior       4.75%     $   24,428,000.00   Senior/PAC I    March 25, 2033   AAA     AAA
  Class A-7      Senior       4.75%     $    5,729,000.00   Senior/PAC I    March 25, 2033   AAA     AAA
  Class A-8      Senior       5.75%     $    9,628,000.00 Super Senior/PAC IMarch 25, 2033   AAA     AAA
  Class A-8A     Senior       5.75%     $      171,000.00 Senior Support/PACMarch 25, 2033   AAA     AAA
  Class A-9      Senior       5.75%     $   34,607,000.00   Senior/PAC II   March 25, 2033   AAA     AAA
  Class A-10     Senior       5.75%     $    2,209,000.00   Senior/PAC II   March 25, 2033   AAA     AAA
  Class A-11     Senior    Adjustable   $  107,213,000.00 Senior/Companion/
                             Rate(1)                           Floater      March 25, 2033   AAA     AAA
  Class A-12     Senior    Adjustable   $   32,631,000.00 Senior/Companion/
                             Rate(1)                       Inverse Floater  March 25, 2033   AAA     AAA
  Class A-P      Senior       0.00%     $    1,964,409.00 Senior/Principal OMarch 25, 2033   AAA     AAA
  Class A-V      Senior   Variable Rate($)           0.00 Senior/Interest OnMarch 25, 2033   AAA     AAA
  Class R-I     Residual      5.75%     $          100.00  Senior/Residual  March 25, 2033   AAA     AAA
  Class R-II    Residual      5.75%     $          100.00  Senior/Residual  March 25, 2033   AAA     AAA
  Class M-1    Mezzanine      5.75%     $    5,913,100.00     Mezzanine     March 25, 2033    AA      AA
  Class M-2    Mezzanine      5.75%     $    2,534,000.00     Mezzanine     March 25, 2033    A       A
  Class M-3    Mezzanine      5.75%     $    1,689,300.00     Mezzanine     March 25, 2033   BBB     BBB




                                              2

<PAGE>




  Class B-1    Subordinate    5.75%     $       1,267,000.00 Subordinate    March 25, 2033    BB      BB
  Class B-2    Subordinate    5.75%     $         844,600.00 Subordinate    March 25, 2033    B       B
  Class B-3    Subordinate    5.75%     $         845,008.06 Subordinate    March 25, 2033   N/R     N/R

</TABLE>

----------
(1) The Class A-4, Class A-5, Class A-11 and Class A-12 Certificates will accrue
interest based on the applicable Pass- Through Rate as defined herein.

(2) The Pass-Through  Rate for the Class A-V  Certificates  will be equal to the
excess of the weighted  average of the Net Mortgage  Rate of each  Mortgage Loan
that has a Net Mortgage Rate over 5.75%.

        The Mortgage  Loans have an aggregate  Cut-off  Date  Principal  Balance
equal to approximately $422,346,617.06. The Mortgage Loans are fixed-rate, fully
amortizing, first lien mortgage loans having terms to maturity at origination of
generally not more than 30 years.

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

                                    ARTICLE I

                                   DEFINITIONS

        Section  1.01 Definitions.

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

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

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

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

               (iii)  the  interest  portion  of  Advances  that  were made with
        respect to delinquencies


                                              3

<PAGE>



        that were  ultimately  determined to be Excess  Special  Hazard  Losses,
        Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses on
        the Mortgage Loans to the extent allocated to the Certificates, and

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

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

        Adjustable Rate Certificates: Any one of the Class A-4, Class A-5, Class
A-11 and Class A- 12 Certificates.

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

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

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

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

        Amount Held for Future  Distribution:  As to any Distribution  Date, the
total of the amounts held in the  Custodial  Account at the close of business on
the  preceding  Determination  Date  on  account  of (i)  Liquidation  Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan


                                              4

<PAGE>



purchases  made pursuant to Section 2.02,  2.03,  2.04 or 4.07 and Mortgage Loan
substitutions  made  pursuant  to Section  2.03 or 2.04  received or made in the
month of such Distribution Date (other than such Liquidation Proceeds, Insurance
Proceeds and purchases of Mortgage Loans that the Master  Servicer has deemed to
have been received in the preceding month in accordance  with Section  3.07(b)),
and Principal  Prepayments in Full made after the related Prepayment Period, and
(ii) payments which represent  early receipt of scheduled  payments of principal
and  interest due on a date or dates  subsequent  to the Due Date in the related
Due Period.

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

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

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

        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 that are
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 the second  paragraph of 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) and (v) any
amount deposited in the Certificate  Account pursuant to Section 4.07 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 (x) the Amount Held
for Future  Distribution  with  respect to the Mortgage  Loans,  and (y) amounts
permitted to be withdrawn by the Master  Servicer from the Custodial  Account in
respect of the  Mortgage  Loans  pursuant  to clauses  (ii)-(x),  inclusive,  of
Section 3.10(a).

        Bankruptcy  Amount:  As any date of  determination  prior  to the  first
anniversary of the Cut- off Date, an amount equal to the excess,  if any, of (A)
$100,000  over (B) the  aggregate  amount of  Bankruptcy  Losses on the Mortgage
Loans  allocated  solely to one or more  specific  Classes  of  Certificates  in
accordance with Section 4.05 of this Agreement.  As of any date of determination
on


                                              5

<PAGE>



or after the first  anniversary  of the  Cut-off  Date,  an amount  equal to the
excess, if any, of

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

                      (A)  the  greater  of  (i)  0.0006  times  the   aggregate
               principal  balance of all the  Mortgage  Loans as of the Relevant
               Anniversary  having a  Loan-to-Value  Ratio at origination  which
               exceeds 75% and (ii) $100,000; and

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

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

        Bankruptcy  Loss:  With  respect  to  any  Mortgage  Loan,  a  Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation  nor a Debt  Service  Reduction  shall  be  deemed a  Bankruptcy  Loss
hereunder  so long as the Master  Servicer  has  notified the Trustee in writing
that the Master  Servicer is diligently  pursuing any remedies that may exist in
connection  with the  representations  and warranties made regarding the related
Mortgage  Loan and either (A) the related  Mortgage  Loan is not in default with
regard to payments due  thereunder or (B)  delinquent  payments of principal and
interest under the related Mortgage Loan and any premiums on any


                                              6

<PAGE>



applicable  primary hazard  insurance  policy and any related escrow payments in
respect  of such  Mortgage  Loan are being  advanced  on a current  basis by the
Master  Servicer or a  Subservicer,  in either case without giving effect to any
Debt Service Reduction.

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

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

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

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

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

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

        Certificate  Account:  The  account or accounts  created and  maintained
pursuant to Section 4.01,  which shall be entitled  "Deutsche Bank Trust Company
Americas,  as trustee,  in trust for the registered holders of Residential Asset
Mortgage  Products,  Inc.,  Mortgage  Asset-Backed  Pass- Through  Certificates,
Series 2003-RM1" and which must be an Eligible Account.

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

        Certificateholder  or Holder:  The Person in whose name a Certificate is
registered  in the  Certificate  Register,  except that  neither a  Disqualified
Organization  nor a  Non-United  States  Person  shall be a holder  of a Class R
Certificate for any purpose hereof. Solely for the purpose of giving any consent
or direction pursuant to this Agreement,  any Certificate,  other than a Class R
Certificate, registered in the name of the Depositor, the Master Servicer or any
Subservicer or any Affiliate  thereof shall be deemed not to be outstanding  and
the Percentage  Interest or Voting Rights  evidenced  thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
or Voting  Rights  necessary to effect any such  consent or  direction  has been
obtained. All


                                              7

<PAGE>



references herein to "Holders" or "Certificateholders"  shall reflect the rights
of Certificate  Owners as they may  indirectly  exercise such rights through the
Depository and  participating  members  thereof,  except as otherwise  specified
herein; provided,  however, that the Trustee shall be required to recognize as a
"Holder" or  "Certificateholder"  only the Person in whose name a Certificate is
registered in the Certificate Register.

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

     Certificate  Principal Balance: With respect to any Class A (other than the
Interest Only  Certificates),  Class R, Class M or Class B  Certificate,  on any
date of determination,  an amount equal to (i) the Initial Certificate Principal
Balance of such Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously  distributed with respect to such
Certificate  (or  any  predecessor   Certificate)  and  applied  to  reduce  the
Certificate  Principal Balance or amount thereof pursuant to Section 4.02(a) and
(y) the aggregate of all reductions in Certificate  Principal  Balance deemed to
have occurred in connection with Realized Losses which were previously allocated
to such Certificate (or any predecessor  Certificate)  pursuant to Section 4.05.
The Interest Only 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,  Class A-2, Class A-3,
Class A-4, Class A-5,  Class A-6,  Class A-7, Class A-8, Class A-8A,  Class A-9,
Class  A-10,  Class  A-11,  Class  A-12,  Class A-P and  Class A-V  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M and
Class B  Certificates  with  respect  to  distributions  and the  allocation  of
Realized  Losses in respect of the Mortgage  Loans as set forth in Section 4.05,
and  evidencing an interest  designated as a "regular  interest" in REMIC II for
purposes of the REMIC Provisions.

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


                                              8

<PAGE>



     Class A-P Principal Distribution Amount: As defined in Section 4.02(b)(i).

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

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

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

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

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

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

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

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

        Class R Certificate: Any one of the Class R-I Certificates or Class R-II
Certificates.


                                              9

<PAGE>



        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.

        Clearstream: Clearstream Banking, societe anonyme.
        -----------

        Closing Date: March 28, 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  during the related  Prepayment  Period and  Curtailments  during the prior
calendar  month,  but not more than the sum of the Servicing Fee, all income and
gain on amounts held in the Custodial  Account and the  Certificate  Account and
payable to the  Certificateholders  with respect to such  Distribution  Date and
servicing  compensation to which the Master Servicer may be entitled pursuant to
Section  3.10(a)(v)  and (vi), in each case with respect to the Mortgage  Loans;
provided  that for purposes of this  definition  the amount of the Servicing Fee
will not be reduced pursuant to Section 7.02 except as may be required  pursuant
to the last sentence of such Section.

        Corporate Trust Office:  The principal office of the Trustee at which at
any particular  time its corporate trust business with respect to this Agreement
shall  be  administered,  which  office  at the  date of the  execution  of this
instrument  is  located at 1761 East St.  Andrew  Place,  Santa Ana,  California
92705-4934, Attention: RAMPI, Series 2003-RM1.

        Corresponding Certificate:  With respect to (i) REMIC I Regular Interest
LT-1, (ii) REMIC I Regular  Interest LT-2,  (iii) REMIC I Regular Interest LT-3,
(iv) REMIC I Regular  Interest LT-AV and (v) REMIC I Regular  Interest LT-P; (i)
the Class 8, Class 8A, Class 9, Class 10,  Class 11, Class 12, Class R-2,  Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, (ii)
the Class A-4 Certificates, (iii) the Class A-1, Class A-2, Class A-3, Class A-6
and Class A-7  Certificates,  (iv) the Class A-V  Certificates and (v) the Class
A-P Certificates.

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



                                              10

<PAGE>



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

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

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

        Custodian: A custodian appointed pursuant to a Custodial Agreement.

        Cut-off Date: March 1, 2003.

        Cut-off Date Balance: $422,346,617.06.

        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
the Cut-off Date), whether or not received.

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

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

        Definitive Certificate: Any definitive, fully registered Certificate.

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

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


                                              11

<PAGE>



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

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

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

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

        Determination  Date: With respect to any  Distribution  Date, the second
Business Day prior to each Distribution Date.

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

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

        Discount Net Mortgage Rate: 5.75% per annum.

        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


                                              12

<PAGE>



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.

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

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

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

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


                                              13

<PAGE>



Rating Agency below the lower of the then-current  rating or the rating assigned
to such Certificates as of the Closing Date by such Rating Agency).

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

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

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

        Event of Default: As defined in Section 7.01.
        ----------------

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

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

        Excess Loss: With respect to the Mortgage Loans,  any Excess Fraud Loss,
Excess Special Hazard Loss, Excess Bankruptcy Loss or Extraordinary Loss.

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

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

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

     Extraordinary  Events:  Any of the following  conditions  with respect to a
Mortgaged Property


                                              14

<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

        FDIC: Federal Deposit Insurance Corporation or any successor thereto.

        FHA: The Federal Housing Administration, or its successor.


                                              15

<PAGE>



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

        Final Scheduled  Distribution  Date:  With respect to the  Certificates,
February 25, 2033. No event of default under this Agreement will arise or become
applicable  solely by reason of the  failure to retire  the  entire  Certificate
Principal  Balance  of any  Class  of  Class  A,  Class  R,  Class M or  Class B
Certificates on or before its Final Scheduled Distribution Date.

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

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

        Fraud Loss  Amount:  As of any date of  determination  after the Cut-off
Date,  an amount  equal to: (X) prior to the third  anniversary  of the  Cut-off
Date, an amount equal to 1.0% of the aggregate  outstanding principal balance of
all of the Mortgage  Loans as of the Cut-off Date minus the aggregate  amount of
Fraud Losses  allocated  through  Subordination  in accordance with Section 4.05
since the Cut-off Date up to such date of  determination  and (Y) from the third
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) 0.50% 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 aggregate  amount of Fraud Losses with respect to 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.

        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.

        Highest  Priority:  As of  any  date  of  determination,  the  Class  of
Subordinate  Certificates  then  outstanding  with  the  earliest  priority  for
payments pursuant to Section 4.02(a), in the following


                                              16

<PAGE>



order:  (a) Class M-1,  Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates.

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

        Initial  Certificate  Principal  Balance:  With respect to each Class of
Certificates  (other  than the  Interest  Only  Certificates),  the  Certificate
Principal  Balance of such Class of  Certificates  as of the Cut-off Date as set
forth in the Preliminary Statement hereto.

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

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

        Interest Accrual Period:  With respect to any  Certificates  (other than
the Class A-4  Certificates  and Class A-5  Certificates)  and any  Distribution
Date, the calendar  month  preceding the month in which such  Distribution  Date
occurs.  With respect to the Class A-4 Certificates and Class A-5  Certificates,
the one-month period commencing on the 25th day of the month preceding the month
in which the Distribution Date occurs and ending on the 24th day of the month in
which the Distribution Date occurs.

        Interest Only  Certificates:  Any one of the Class A-5  Certificates  or
Class A-V Certificates.

        Interim Certificates: As defined in Section 2.02.
        --------------------

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

        LIBOR: With respect to any Distribution Date, the arithmetic mean of the
London  interbank  offered rate quotations for one-month U.S.  Dollar  deposits,
expressed on a per annum basis,


                                              17

<PAGE>



determined in accordance with Section 1.02.

        LIBOR  Business Day: Any day other than (i) a Saturday or Sunday or (ii)
a day  on  which  banking  institutions  in  London,  England  are  required  or
authorized to by law to be closed.

        LIBOR Rate Adjustment Date: With respect to each  Distribution  Date and
the Adjustable  Rate  Certificates,  the second LIBOR  Business Day  immediately
preceding the commencement of the related Interest Accrual Period on which banks
are open for dealing in foreign currency and exchange in London, England.

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

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

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

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

        Maturity  Date:  With respect to each Class of  Certificates  of regular
interest or Uncertificated  Regular Interest issued by each of REMIC I and REMIC
II,  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,  March 25, 2033, which is the month following the month of the
latest maturing Mortgage Loan.

     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.



                                              18

<PAGE>



     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 Loans:  Such of the mortgage loans  transferred and assigned to
the Trustee  pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial  Mortgage Loan Schedule  attached hereto as Exhibit F,
and Qualified Substitute Mortgage Loans held or deemed held as part of the Trust
Fund  including each related  Mortgage Note,  Mortgage and Mortgage File and all
rights appertaining thereto.

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

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

               (ii) the  maturity of the  Mortgage  Note  ("MATURITY  DATE",  or
"MATURITY


                                              19

<PAGE>



        DT" for Mortgage Loans;

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

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

               (v) the  scheduled  monthly  payment of  principal,  if any,  and
        interest as of the Cut- off Date ("ORIGINAL P & I");

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

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

               (viii) 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

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

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

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

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

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

        Mortgagor: The obligor on a Mortgage Note.

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

        Non-Discount  Mortgage  Loan:  A  Mortgage  Loan that is not a  Discount
Mortgage Loan.

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


                                              20

<PAGE>



        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 or Subservicer 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  Servicing  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  amounts which the Master
Servicer  or  Subservicer  had  previously  advanced,  and the  Master  Servicer
determines that no other source of payment or reimbursement for such advances is
available to it, such Servicing Advances shall be deemed to be nonrecoverable.

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

        Notice: As defined in Section 4.04.

        Notional Amount: With respect to the Class A-5 Certificates, immediately
prior to any  Distribution  Date, an amount equal to the  Certificate  Principal
Balance of the Class A-4 Certificates. For federal income tax purposes, however,
the  Notional  Amount  of the  Class  A-5  Certificates  will  be  equal  to the
Uncertificated  Principal Balance of REMIC I Regular Interest LT-2. With respect
to the Class A-V Certificates,  immediately  prior to any Distribution  Date, an
amount equal to the  Uncertificated  Notional Amount of REMIC I Regular Interest
LT-AV.

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

        Opinion of  Counsel:  A written  opinion of  counsel  acceptable  to the
Trustee and the Master  Servicer,  who may be counsel for the  Depositor  or the
Master  Servicer,  provided  that any opinion of counsel (i)  referred to in the
definition of "Disqualified  Organization" or (ii) relating to the qualification
of REMIC I or REMIC II 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


                                              21

<PAGE>



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

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

        PAC I Aggregate  Planned  Principal  Balance:  With respect to the PAC I
Certificates and each  Distribution  Date, the amount set forth for such Classes
on such Distribution Date on Exhibit Q hereto.

        PAC I  Certificates:  Any one of the Class A-1,  Class  A-2,  Class A-3,
Class A-4, Class A-6, Class A-7, Class A-8 and Class A-8A Certificates.

        PAC II Aggregate Planned Principal  Balance:  With respect to the PAC II
Certificates and each  Distribution  Date, the amount set forth for such Classes
on such Distribution Date on Exhibit Q hereto.

        PAC II  Certificates:  Any one of the Class A-9  Certificates  and Class
A-10 Certificates.

        Pass-Through  Rate:  With  respect  to  the  Class  A  (other  than  the
Adjustable Rate  Certificates),  Class R, Class M and Class B Certificates,  the
Pass-Through set forth in the Preliminary  Statement.  With respect to the Class
A-4 Certificates  and the initial Interest Accrual Period,  1.70% per annum, and
as to any Interest  Accrual Period  thereafter,  a per annum rate equal to LIBOR
plus 0.40%,  subject to a maximum  rate of 8.50% per annum and a minimum rate of
0.40% per annum.  With  respect to the Class A-5  Certificates  and the  initial
Interest Accrual Period,  6.80% per annum, and as to any Interest Accrual Period
thereafter,  a per annum rate equal to 8.10% minus  LIBOR,  subject to a maximum
rate of 8.10% per annum and a minimum  rate of 0.00% per annum.  With respect to
the Class A-11  Certificates and the initial Interest Accrual Period,  2.70% per
annum, and as to any Interest Accrual Period thereafter,  a per annum rate equal
to LIBOR plus 1.40%,  subject to a maximum rate of 7.50% per annum and a minimum
rate of 1.40% per annum.  With  respect to the Class A-12  Certificates  and the
initial Interest Accrual Period,  15.77113481% per annum, and as to any Interest
Accrual  Period  thereafter,  a per annum rate equal to  20.04243817%  minus the
product of LIBOR and 3.28561797,  subject to a maximum rate of 20.04243817%  per
annum and a minimum rate of 0.00% per annum.

        With respect to the Class A-V Certificates and any Distribution  Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all of the Mortgage Loans as of the Due Date in the related Due Period,
weighted  on the  basis  of the  respective  Stated  Principal  Balances  of the
Mortgage Loans as of the day immediately  preceding such  Distribution Date (or,
with respect to the initial  Distribution  Date, at the close of business on the
Cut-off  Date).  With  respect  to the Class A-V  Certificates  and the  initial
Distribution  Date, the Pass-Through Rate is equal to approximately  0.2958% per
annum.


                                              22

<PAGE>



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

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

        Permitted Investments: One or more of the following:

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

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

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

               (iv)   commercial   paper  and  demand  notes  (having   original
        maturities  of not more than 365 days) of any  corporation  incorporated
        under the laws of the United  States or any state  thereof  which on the
        date of acquisition has been rated by each Rating Agency in its


                                              23

<PAGE>



        highest short-term rating available; provided that such commercial paper
        and demand  notes  shall have a  remaining  maturity of not more than 30
        days;

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

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

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

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

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

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

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



                                              24

<PAGE>



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

               (i) For any  Distribution  Date on which any Class of Subordinate
        Certificates are outstanding:

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

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

               (ii)  Notwithstanding  the foregoing,  if the  application of the
        foregoing  percentages on any  Distribution  Date as provided in Section
        4.02 (determined without regard to the proviso to the related definition
        of  "Subordinate  Principal  Distribution  Amount")  would  result  in a
        distribution  in  respect  of  principal  of any  Class  or  Classes  of
        Subordinate  Certificates  in  an  amount  greater  than  the  remaining
        Certificate  Principal  Balance  thereof  (any such  class,  a "Maturing
        Class"),  then:  (a)  the  Prepayment  Distribution  Percentage  of each
        Maturing  Class  shall be  reduced  to a level  that,  when  applied  as
        described above, would exactly reduce the Certificate  Principal Balance
        of such Class to zero;  (b) the  Prepayment  Distribution  Percentage of
        each  other  Class  of  Subordinate  Certificates  (any  such  Class,  a
        "Non-Maturing  Class")  shall be  recalculated  in  accordance  with the
        provisions  in paragraph  (ii) above,  as if the  Certificate  Principal
        Balance of each Maturing Class had been reduced to zero (such percentage
        as recalculated, the "Recalculated Percentage"); (c) the total amount of
        the  reductions  in  the  Prepayment  Distribution  Percentages  of  the
        Maturing  Class or  Classes  pursuant  to clause  (a) of this  sentence,
        expressed  as an  aggregate  percentage,  shall be  allocated  among the
        Non-Maturing  Classes in  proportion  to their  respective  Recalculated
        Percentages (the portion of such aggregate reduction so allocated to any
        Non-Maturing Class, the "Adjustment  Percentage");  and (d) for purposes
        of such  Distribution  Date, the Prepayment  Distribution  Percentage of
        each Non-Maturing  Class shall be equal to the sum of (1) the Prepayment
        Distribution  Percentage  thereof,  calculated  in  accordance  with the
        provisions  in  paragraph  (ii)  above as if the  Certificate  Principal
        Balance of each  Maturing  Class had not been reduced to zero,  plus (2)
        the related Adjustment Percentage.

     Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage
Loan (other

                                              25

<PAGE>



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

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

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

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

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

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

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

        Purchase  Price:  With  respect to any Mortgage  Loan (or REO  Property)
required to be or  otherwise  purchased  on any date  pursuant to Section  2.02,
2.03, 2.04 or 4.07, an amount equal to the


                                              26

<PAGE>



sum of (i) 100% of the  Stated  Principal  Balance  thereof  plus the  principal
portion of any related unreimbursed Advances and (ii) unpaid accrued interest at
the Adjusted  Mortgage  Rate (or  Modified  Net Mortgage  Rate plus the rate per
annum  at which  the  Servicing  Fee is  calculated  in the  case of a  Modified
Mortgage  Loan) (or at the Net Mortgage  Rate (or Modified Net Mortgage  Rate in
the case of a  Modified  Mortgage  Loan) in the case of a  purchase  made by the
Master Servicer) on the Stated Principal Balance thereof to the first day of the
month  following the month of purchase  from the Due Date to which  interest was
last paid by the Mortgagor.

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

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

        (i)    the Pool Strip Rate of such  Qualified  Substitute  Mortgage Loan
               shall  be equal to the Pool  Strip  Rate of the  related  Deleted
               Mortgage Loan for purposes of calculating the  Pass-Through  Rate
               on the Class A-V Certificates, and

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

     Rating  Agency:  Fitch or S&P. If either agency or a successor is no longer
in existence,


                                              27

<PAGE>



"Rating  Agency"  shall  be such  statistical  credit  rating  agency,  or other
comparable  Person,  designated by the  Depositor,  notice of which  designation
shall be given to the Trustee and the Master Servicer.

        Realized  Loss:  With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated  Principal  Balance of the Mortgage  Loan (or
REO Property) as of the date of Cash Liquidation or REO  Disposition,  plus (ii)
interest  (and REO Imputed  Interest,  if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash  Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding  during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds,  if any,  received during the month in which such Cash
Liquidation (or REO Disposition)  occurred,  to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage  Loan, net
of the portion  thereof  reimbursable  to the Master Servicer or any Subservicer
with respect to related  Advances or expenses as to which the Master Servicer or
Subservicer  is entitled  to  reimbursement  thereunder  but which have not been
previously  reimbursed.  With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) (1) the amount by which the interest portion of
a Monthly Payment or the principal  balance of such Mortgage Loan was reduced or
(2) the sum of any  other  amounts  owing  under  the  Mortgage  Loan  that were
forgiven and that  constitute  Servicing  Advances that are  reimbursable to the
Master  Servicer or a  Subservicer,  and (b) any such  amount with  respect to a
Monthly  Payment  that  was or would  have  been  due in the  month  immediately
following  the month in which a Principal  Prepayment  or the Purchase  Price of
such Mortgage Loan is received or is deemed to have been received.  With respect
to each Mortgage Loan which has become the subject of a Deficient Valuation, the
difference  between  the  principal  balance of the  Mortgage  Loan  outstanding
immediately  prior to such Deficient  Valuation and the principal balance of the
Mortgage  Loan as  reduced  by the  Deficient  Valuation.  With  respect to each
Mortgage  Loan  which has become the  object of a Debt  Service  Reduction,  the
amount of such Debt  Service  Reduction.  Notwithstanding  the above,  neither a
Deficient Valuation nor a Debt Service Reduction shall be deemed a Realized Loss
hereunder  so long as the Master  Servicer  has  notified the Trustee in writing
that the Master  Servicer is diligently  pursuing any remedies that may exist in
connection  with the  representations  and warranties made regarding the related
Mortgage  Loan and either (A) the related  Mortgage  Loan is not in default with
regard to payments due  thereunder or (B)  delinquent  payments of principal and
interest  under the related  Mortgage  Loan and any  premiums on any  applicable
primary hazard  insurance  policy and any related escrow  payments in respect of
such Mortgage Loan 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 and each Class of
Certificates  (other than the Class A-4  Certificates and Class A-5 Certificates
that are  Book-Entry  Certificates),  the close of business on the last business
day of the month next preceding the month in which the related Distribution Date
occurs.  With respect to each  Distribution  Date and the Class A-4 Certificates
and Class A-5  Certificates (so long as they are Book-Entry  Certificates),  the
close of business on the


                                              28

<PAGE>



Business Day prior to such Distribution Date.

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

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

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

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

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

               (i) the 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 the
        month of the  Cut-off  Date) as shall  be on  deposit  in the  Custodial
        Account or in the Certificate Account and identified as belonging to the
        Trust Fund;

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

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

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

        REMIC I  Regular  Interests:  REMIC I  Regular  Interest  LT-1,  REMIC I
Regular  Interest LT-2,  REMIC I Regular Interest LT-3, REMIC I Regular Interest
LT-AV and REMIC I Regular Interest LT-AP.

        REMIC I Regular  Interest  LT-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.


                                              29

<PAGE>



        REMIC I Regular  Interest  LT-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-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-AV: A regular  interest in REMIC I that is
held as an asset of REMIC  II,  that has an  initial  notional  amount  equal to
$422,346,617.06,  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-AP: 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, 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  Provisions:  Provisions of the federal income tax law relating to
real estate mortgage investment conduits,  which appear at Sections 860A through
860G of  Subchapter  M of Chapter 1 of the Code,  and  related  provisions,  and
temporary and final  regulations (or, to the extent not  inconsistent  with such
temporary or final  regulations,  proposed  regulations) and published  rulings,
notices and  announcements  promulgated  thereunder,  as the foregoing may be in
effect from time to time.

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

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

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



                                              30

<PAGE>



        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.
        ----------------

        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.

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

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

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

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

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

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


                                              31

<PAGE>




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

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

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

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

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

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

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

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

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


                                              32

<PAGE>



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

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

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

        Senior Support Certificates: The Class A-8A Certificates.

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

        Servicing  Advances:  All  customary,  reasonable  and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other  unanticipated  event  by the  Master  Servicer  or a  Subservicer  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(R)  System,  (iii) the
management and liquidation of any REO Property,  (iv) any mitigation  procedures
implemented  in  acordance  with  Section  3.07  and  (v)  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.


                                              33

<PAGE>



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

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

        Special Hazard Amount:  As of any Distribution  Date, an amount equal to
$4,223,466  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 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.

        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  written
confirmation  from each Rating Agency that such  reduction  shall not reduce the
rating  assigned to any Class of  Certificates  by such Rating  Agency below the
lower of the then-current  rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency.

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

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

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


                                              34

<PAGE>



        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 on any  previous  Distribution
Date,  and (c) any Realized Loss  allocated to  Certificateholders  with respect
thereto for any previous Distribution Date.

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

        Subordinate  Percentage:  As of any  Distribution  Date,  100% minus the
Senior Percentage as of such Distribution Date.

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


                                              35

<PAGE>



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

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

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

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

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

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

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

        Super Senior Certificates: The Class A-8 Certificates.
        -------------------------

        Super Senior Optimal Percentage: As to any Distribution Date on or after
the Credit Support Depletion Date and the Super Senior Certificates, a fraction,
expressed as a percentage,  the numerator of which is the Certificate  Principal
Balance of the Super Senior Certificates  immediately prior to such Distribution
Date and the denominator of which is the aggregate Certificate Principal Balance
of the Senior Certificates  (other than the Class A-P Certificates)  immediately
prior to such Distribution Date.

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

        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 and REMIC II due to their  classification  as REMICs  under
the REMIC Provisions,  together with any and all other  information,  reports or
returns that may be required to be furnished to the  Certificateholders or filed
with the Internal  Revenue Service or any other  governmental  taxing  authority
under any applicable provisions of federal, state or local tax laws.

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

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

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

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

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

        Uncertificated  Accrued  Interest:  With  respect to any REMIC I Regular
Interest for any Distribution  Date,  except for REMIC I Regular Interest LT-AP,
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,  as  applicable,  immediately  prior  to  such
Distribution  Date.  Uncertificated  Accrued  Interest  for  the  Uncertificated
Regular  Interests  shall  accrue on the basis of a 360-day year  consisting  of
twelve 30-day months.  For purposes of calculating the amount of  Uncertificated
Accrued Interest for the REMIC I Regular  Interests for any  Distribution  Date,
any Prepayment  Interest  Shortfalls (to the extent not covered by  Compensating
Interest)  relating to the  Mortgage  Loans for any  Distribution  Date shall be
allocated  first to REMIC I Regular  Interests LT- 1, LT-2 and LT-3, and then to
REMIC I  Regular  Interest  LT-AV,  in each case to the  extent  of one  month's
interest at the then applicable  respective  Uncertificated REMIC I Pass-Through
Rate  on  the  respective   Uncertificated   Principal   Balance  of  each  such
Uncertificated REMIC I Regular Interest.

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

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


                                              36

<PAGE>



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

        Uncertificated  REMIC I  Pass-Through  Rate:  With  respect  to  REMIC I
Regular  Interest  LT-1,  REMIC I  Regular  Interest  LT-2 and  REMIC I  Regular
Interest LT-3, as per annum rate as specified in the Preliminary Statement. With
respect to REMIC I Regular Interest LT-AV, a rate equal to the weighted average,
expressed as a  percentage,  of the Pool Strip Rates of all of the  Non-Discount
Mortgage  Loans as of the Due Date in the related  Due  Period,  weighted on the
basis of the respective Stated Principal  Balances of the Non-Discount  Mortgage
Loans as of the day  immediately  preceding  such  Distribution  Date (or,  with
respect  to the  initial  Distribution  Date,  at the close of  business  on the
Cut-off  Date).  REMIC  I  Regular  Interest  LT-AP  will  not  be  entitled  to
distributions of interest.

        Uncertificated Regular Interests: The REMIC I Regular Interests.
        --------------------------------

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

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

        VA: The Veterans Administration, or its successor.
        --

        Voting  Rights:  The  portion  of  the  voting  rights  of  all  of  the
Certificates which is allocated to any Certificate.  98.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates  (other than
the Interest Only Certificates),  Class M Certificates and Class B Certificates,
in  proportion  to the  outstanding  Certificate  Principal  Balances  of  their
respective Certificates; 1% of all of the Voting Rights shall be allocated among
the Holders of the Class A-5 Certificates;  1% of all of the Voting Rights shall
be  allocated  among the  Holders of the Class A-V  Certificates;  and 0.50% and
0.50% of all of the Voting  Rights shall be  allocated  among the Holders of the
Class R-I Certificates and Class R-II Certificates,  respectively;  in each case
to be allocated  among the  Certificates  of such Class in accordance with their
respective Percentage Interest.



                                              37

<PAGE>



        Section  1.02 Determination of LIBOR.

        LIBOR  applicable to the  calculation of the  Pass-Through  Rates on the
Adjustable  Rate  Certificates,  if any, for any Interest  Accrual Period (other
than the initial  Interest Accrual Period) will be determined on each LIBOR Rate
Adjustment Date.

        On each LIBOR Rate Adjustment Date (other than for the initial  Interest
Accrual  Period),  LIBOR  shall be  established  by the  Trustee  and, as to any
Interest Accrual Period,  will equal the rate for one month United States dollar
deposits that appears on the Telerate Screen Page 3750 as of 11:00 a.m.,  London
time, on such LIBOR Rate Adjustment Date.  "Telerate Screen Page 3750" means the
display  designated as page 3750 on the Telerate  Service (or such other page as
may  replace  page 3750 on that  service for the  purpose of  displaying  London
interbank  offered rates of major  banks).  If such rate does not appear on such
page (or such other page as may replace  that page on that  service,  or if such
service is no longer offered, LIBOR shall be so established by use of such other
service  for  displaying  LIBOR or  comparable  rates as may be  selected by the
Trustee  after  consultation  with the  Master  Servicer),  the rate will be the
Reference Bank Rate.  The "Reference  Bank Rate" will be determined on the basis
of the rates at which  deposits in U.S.  Dollars  are  offered by the  reference
banks (which shall be any three major banks that are engaged in  transactions in
the London interbank market, selected by the Trustee after consultation with the
Master  Servicer) as of 11:00 a.m.,  London time,  on the LIBOR Rate  Adjustment
Date to prime banks in the London  interbank market for a period of one month in
amounts  approximately equal to the aggregate  Certificate  Principal Balance of
the Adjustable Rate Certificates then outstanding.  The Trustee will request the
principal London office of each of the reference banks to provide a quotation of
its rate. If at least two such  quotations  are  provided,  the rate will be the
arithmetic  mean of the quotations  rounded up to the next multiple of 1/16%. If
on such date fewer than two quotations are provided as requested,  the rate will
be the  arithmetic  mean of the rates  quoted by one or more major  banks in New
York City,  selected by the Trustee after consultation with the Master Servicer,
as of 11:00 a.m., New York City time, on such date for loans in U.S.  Dollars to
leading European banks for a period of one month in amounts  approximately equal
to  the  aggregate   Certificate   Principal  Balance  of  the  Adjustable  Rate
Certificates then outstanding.  If no such quotations can be obtained,  the rate
will be LIBOR for the prior Distribution Date, or in the case of the first LIBOR
Rate Adjustment Date, 1.30%;  provided however,  if, under the priorities listed
previously in this  paragraph,  LIBOR for a Distribution  Date would be based on
LIBOR for the previous Distribution Date for the third consecutive  Distribution
Date, the Trustee, after consultation with the Master Servicer,  shall select an
alternative  comparable  index over which the Trustee  has no control,  used for
determining one- month Eurodollar lending rates that is calculated and published
or otherwise made available by an independent party.

        The  establishment  of LIBOR by the Trustee on any LIBOR Rate Adjustment
Date and the Master Servicer's subsequent  calculation of the Pass-Through Rates
applicable to each of the Adjustable Rate Certificates for the relevant Interest
Accrual Period, in the absence of manifest error, will be final and binding.



                                              38

<PAGE>



        Promptly  following  each LIBOR Rate  Adjustment  Date the Trustee shall
supply the Master  Servicer  with the results of its  determination  of LIBOR on
such date.  Furthermore,  the Trustee  will supply to any  Certificateholder  so
requesting by telephone the  Pass-Through  Rates on each of the Adjustable  Rate
Certificates  for the current and the  immediately  preceding  Interest  Accrual
Period.





                                              39

<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 March  2003);  and  (ii) all  proceeds  of the
foregoing.

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

               (i) 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; and


                                              40

<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.

        (c) The Depositor  may, in lieu of delivering  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 below. Within thirty Business
Days  following  the  earlier of (i) the  receipt of the  original of all of the
documents or instruments set forth in Section  2.01(b)(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.  On the Closing Date, the Master  Servicer shall certify that it has in
its  possession  an  original  or copy of each of the  documents  referred to in
Section  2.01(b)(ii),  (iii), (iv) and (v) which has been delivered to it by the
Depositor.

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

        The Depositor  shall  promptly  cause to be recorded in the  appropriate
public  office  for  real  property  records  the  Assignment   referred  to  in
clause(iii) of Section  2.01(b),  except (a) in states where,  in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's  interests in the Mortgage Loan or (b) if MERS
is  identified  on the  Mortgage  or on a properly  recorded  assignment  of the
Mortgage as the  mortgagee of record solely as nominee for  Residential  Funding
and its successors and assigns. 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


                                              41

<PAGE>



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.

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

        (e) It is intended that the  conveyances by the Depositor to the Trustee
of the  Mortgage  Loans as provided  for in this  Section 2.01 be construed as a
sale by the  Depositor to the Trustee of the  Mortgage  Loans for the benefit of
the Certificateholders.  Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage  Loans by the  Depositor to the Trustee to
secure a debt or other obligation of the Depositor.  However,  in the event that
the Mortgage  Loans are held to be property of the  Depositor or of  Residential
Funding,  or if for any  reason  this  Agreement  is held or  deemed to create a
security  interest in the  Mortgage  Loans,  then it is  intended  that (a) this
Agreement shall also be deemed to be a security  agreement within the meaning of
Articles  8 and 9 of the New  York  Uniform  Commercial  Code  and  the  Uniform
Commercial  Code of any  other  applicable  jurisdiction;  (b)  the  conveyances
provided  for in this  Section  2.01  shall be  deemed  to be (1) a grant by the
Depositor to the Trustee of a security  interest in all of the Depositor's right
(including the power to convey title thereto),  title and interest,  whether now
owned or hereafter  acquired,  in and to (A) the Mortgage  Loans,  including the
related  Mortgage Note and  Mortgage,  (B) all amounts  payable  pursuant to the
Mortgage Loans in accordance  with the terms thereof and (C) any and all general
intangibles consisting of, arising from or relating to any of the foregoing, and
all proceeds of the conversion,  voluntary or involuntary, of the foregoing into
cash,  instruments,  securities or other property,  including without limitation
all amounts from time to time held or invested in the Certificate Account or the
Custodial Account, whether in the form of cash, instruments, securities or other
property and (2) an  assignment  by the Depositor to the Trustee of any security
interest in any and all of Residential  Funding's right  (including the power to
convey  title  thereto),  title and  interest,  whether  now owned or  hereafter
acquired,  in and to the property described in the foregoing clauses (1)(A), (B)
and  (C)  granted  by  Residential  Funding  to the  Depositor  pursuant  to the
Assignment  Agreement;  (c) the possession by the Trustee,  the Custodian or any
other


                                              42

<PAGE>



agent of the  Trustee of  Mortgage  Notes or such  other  items of  property  as
constitute  instruments,  money,  negotiable documents or chattel paper shall be
deemed to be "possession by the secured  party," or possession by a purchaser or
a person  designated  by such  secured  party,  for purposes of  perfecting  the
security  interest  pursuant to the Uniform  Commercial Code as in effect in the
States of New York and Minnesota and any other applicable jurisdiction;  and (d)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property,  shall be deemed notifications
to,   or   acknowledgments,    receipts   or   confirmations   from,   financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law.

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

        Section  2.02 Acceptance by Trustee.

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


                                              43

<PAGE>



required to be delivered  pursuant to Section  2.01(b)  above have been executed
and received and that such documents  relate to the Mortgage Loans identified on
the  Mortgage  Loan  Schedule,  except for any  exceptions  listed on Schedule A
attached to such Interim  Certification.  Upon delivery of the Mortgage Files by
the Depositor or the Master Servicer, the Trustee shall acknowledge receipt (or,
with  respect to  Mortgage  Loans  subject to a Custodial  Agreement,  and based
solely upon a receipt or certification executed by the Custodian, receipt by the
respective  Custodian  as  the  duly  appointed  agent  of the  Trustee)  of the
documents  referred to in Section 2.01(c) above.  The Trustee or Custodian (such
Custodian being so obligated under a Custodial  Agreement) agrees to review each
Mortgage File  delivered to it pursuant to Section  2.01(c) within 45 days after
receipt  thereof  to  ascertain  that all  documents  required  to be  delivered
pursuant to such Section have been received,  and that such documents  relate to
the Mortgage Loans  identified on the Mortgage Loan Schedule,  as  supplemented,
that have been conveyed to it.

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


                                              44

<PAGE>



and shall cause such  Mortgage to be removed  from  registration  on the MERS(R)
System in accordance  with MERS' rules and  regulations.  It is  understood  and
agreed  that the  obligation  of the  Subservicer,  to so cure or  purchase  any
Mortgage  Loan as to which a material  and  adverse  defect in or  omission of a
constituent  document  exists shall  constitute the sole remedy  respecting such
defect or omission available to  Certificateholders  or the Trustee on behalf of
Certificateholders.

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

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

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

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



                                              45

<PAGE>



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

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

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

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

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

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

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

               (i) The information set forth in Exhibit F hereto with respect to
each Mortgage


                                              46

<PAGE>



        Loan or the Mortgage  Loans,  as the case may be, is true and correct in
        all  material  respects  at the  respective  date or  dates  which  such
        information is furnished;

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

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

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

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



                                              47

<PAGE>



        Section  2.04 Representations and Warranties of Residential Funding.
                      -----------------------------------------------------

        The Depositor,  as assignee of Residential  Funding under the Assignment
Agreement,   hereby   assigns   to  the   Trustee   for  the   benefit   of  the
Certificateholders  all of its  right,  title and  interest  in  respect  of the
Assignment  Agreement  applicable to a Mortgage Loan.  Insofar as the Assignment
Agreement  relates to the  representations  and  warranties  made by Residential
Funding in respect of such  Mortgage Loan and any remedies  provided  thereunder
for any breach of such  representations  and warranties,  such right,  title and
interest may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders.  Upon the discovery by the Depositor,  the Master  Servicer,
the  Trustee  or any  Custodian  of a breach of any of the  representations  and
warranties  made in the Assignment  Agreement in respect of any Mortgage Loan or
of any Repurchase Event which materially and adversely  affects the interests of
the  Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written  notice to the other parties (any  Custodian  being so
obligated  under a Custodial  Agreement).  The Master  Servicer  shall  promptly
notify  Residential  Funding of such breach or Repurchase Event and request that
Residential  Funding  either  (i) cure such  breach or  Repurchase  Event in all
material  respects within 90 days from the date the Master Servicer was notified
of such breach or Repurchase  Event or (ii) purchase such Mortgage Loan from the
Trust Fund at the  Purchase  Price and in the manner set forth in Section  2.02;
provided that, in the case of a breach or Repurchase  Event under the Assignment
Agreement,  Residential  Funding shall have the option to substitute a Qualified
Substitute  Mortgage Loan or Loans for such  Mortgage Loan if such  substitution
occurs within two years following the Closing Date;  provided that if the breach
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section  860G(a)(3)  of the Code,  any such cure or  substitution  must occur
within 90 days  from the date the  breach  was  discovered.  In the  event  that
Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or
Loans for a Deleted  Mortgage Loan  pursuant to this Section  2.04,  Residential
Funding shall  deliver to the Trustee for the benefit of the  Certificateholders
with respect to such Qualified  Substitute  Mortgage Loan or Loans, the original
Mortgage Note, the Mortgage,  an Assignment of the Mortgage in recordable  form,
and such other  documents and  agreements as are required by Section 2.01,  with
the Mortgage Note endorsed as required by Section 2.01. No substitution  will be
made in any calendar month after the Determination Date for such month.  Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution  shall not be part of the Trust  Fund and will be  retained  by the
Master  Servicer and remitted by the Master  Servicer to Residential  Funding on
the  next  succeeding   Distribution   Date.  For  the  month  of  substitution,
distributions to the Certificateholders  will include the Monthly Payment due on
a Deleted Mortgage Loan for such month and thereafter  Residential Funding shall
be entitled to retain all amounts  received in respect of such Deleted  Mortgage
Loan.  The Master  Servicer shall amend or cause to be amended the Mortgage Loan
Schedule,  and, if the Deleted  Mortgage Loan was a Discount  Mortgage Loan, the
Schedule of Discount  Fractions,  for the benefit of the  Certificateholders  to
reflect the removal of such Deleted  Mortgage Loan and the  substitution  of the
Qualified  Substitute  Mortgage  Loan or Loans  and the  Master  Servicer  shall
deliver the amended  Mortgage Loan Schedule,  and, if the Deleted  Mortgage Loan
was  a  Discount  Mortgage  Loan,  the  amended  related  Schedule  of  Discount
Fractions,  to the Trustee.  Upon such  substitution,  the Qualified  Substitute
Mortgage Loan or Loans shall be subject to the terms of this Agreement and


                                              48

<PAGE>



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

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

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


                                              49

<PAGE>




        (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 are uncertificated)
and declares that it holds and will hold the same in trust for the exclusive use
and benefit of the Holders of the REMIC 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) In exchange for the REMIC I 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-II Certificates) the entire beneficial ownership interest in REMIC II.




                                              50

<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 System,  it becomes
necessary to remove any Mortgage Loan from  registration  on the MERS System and
to arrange for the assignment of the related Mortgages to the Trustee,  then any
related expenses shall be reimbursable to the Master  Servicer.  Notwithstanding
the foregoing,  subject to Section 3.07(a), the Master Servicer shall not permit
any modification  with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of


                                              51

<PAGE>



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

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

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

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

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


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<PAGE>



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

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



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<PAGE>



        Section  3.03 Successor Subservicers.

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

        Section  3.04 Liability of the Master Servicer.

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

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

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



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<PAGE>



Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.

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

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

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

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


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<PAGE>



(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;
provided  further,  no such  reduction  of the  Mortgage  Rate shall  reduce the
Mortgage  Rate below  one-half of the Mortgage  Rate as in effect on the Cut-off
Date, but not less than the sum of the Servicing Fee and the  Subservicing  Fee,
and the final  maturity date for any Mortgage Loan shall not be extended  beyond
the Maturity  Date. In connection  with any  Curtailment of a Mortgage Loan, the
Master Servicer,  to the extent not inconsistent  with the terms of the Mortgage
Note and local law and practice, may permit the Mortgage Loan to be re-amortized
such that the  Monthly  Payment  is  recalculated  as an amount  that will fully
amortize the remaining Stated Principal Balance thereof by the original Maturity
Date based on the original  Mortgage Rate;  provided,  that such  reamortization
shall not be permitted if it would  constitute a reissuance of the Mortgage Loan
for federal income tax purposes.

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

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

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

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

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

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

        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


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<PAGE>



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

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

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

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

        Section  3.08 Subservicing Accounts; Servicing Accounts.
                      -----------------------------------------

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


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<PAGE>



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

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

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


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<PAGE>



to the Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance),
to refund to any Mortgagors any sums as may be determined to be overages, to pay
interest,  if required, to Mortgagors on balances in the Servicing Account or to
clear and terminate the Servicing  Account at the  termination of this Agreement
in accordance with Section 9.01 or in accordance with the Program Guide. As part
of its servicing duties,  the Master Servicer shall, and the Subservicers  will,
pursuant to the  Subservicing  Agreements,  be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.

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

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

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

        Section  3.10 Permitted Withdrawals from the Custodial Account.

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

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

               (ii)  to  reimburse   itself  or  the  related   Subservicer  for
        previously  unreimbursed Advances,  Servicing Advances or other 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 the  related
        Mortgage Loans  (including,  for this purpose,  REO Proceeds,  Insurance
        Proceeds,  Liquidation  Proceeds  and  proceeds  from the  purchase of a
        Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07)


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<PAGE>



        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) on the amount specified in the  amortization  schedule of
        the  related  Mortgage  Loan as the  principal  balance  thereof  at the
        beginning of the period  respecting  which such  interest was paid after
        giving effect to any previous Curtailments;

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

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

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

               (vii) to  reimburse  itself or the  related  Subservicer  for any
        Nonrecoverable  Advance  or  Advances  in the  manner  and to the extent
        provided in subsection (c) below,  and any Advance or Servicing  Advance
        made in connection with a modified  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 or  Servicing  Advance  was added to the  outstanding  principal
        balance of the Mortgage Loan in the prior calendar month;

               (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


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<PAGE>



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

        Section  3.11 Maintenance of Primary Insurance Coverage.
                      -----------------------------------------

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


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<PAGE>



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


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<PAGE>



available for the related Mortgaged  Property under the national flood insurance
program  (assuming that the area in which such Mortgaged  Property is located is
participating in such program).

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


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<PAGE>




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

        (b) Subject to the Master  Servicer's  duty to enforce  any  due-on-sale
clause  to the  extent  set  forth in  Section  3.13(a),  in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an  assumption or  modification  agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee,  or if an
instrument of release signed by the Trustee is required  releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized,  subject
to the requirements of the sentence next following,  to execute and deliver,  on
behalf of the  Trustee,  the  assumption  agreement  with the Person to whom the
Mortgaged  Property  is  to be  conveyed  and  such  modification  agreement  or
supplement  to the  Mortgage  Note  or  Mortgage  or  other  instruments  as are
reasonable  or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any  applicable  laws  regarding  assumptions or the
transfer of the Mortgaged Property to such Person;  provided,  however,  none of
such terms and requirements  shall both 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 or REMIC II 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


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<PAGE>



Mortgage  Note or Mortgage to be delivered to the Trustee or the  Custodian  and
deposited  with the Mortgage File for such Mortgage  Loan.  Any fee collected by
the Master Servicer or such related  Subservicer for entering into an assumption
or substitution  of liability  agreement will be retained by the Master Servicer
or such Subservicer as additional servicing compensation.

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


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<PAGE>



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
Classes after reimbursement to itself for such expenses or charges and (ii) that
such  expenses  and  charges  will  be  recoverable  to it  through  Liquidation
Proceeds,  Insurance Proceeds,  or REO Proceeds  (respecting which it shall have
priority for purposes of  withdrawals  from the  Custodial  Account  pursuant to
Section 3.10, whether or not such expenses and charges are actually  recoverable
from related Liquidation Proceeds,  Insurance Proceeds or REO Proceeds).  In the
event of such a determination  by the Master  Servicer  pursuant to this Section
3.14(a),  the Master Servicer shall be entitled to reimbursement of its funds so
expended pursuant to Section 3.10.

        In addition,  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


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<PAGE>



expected by the Master  Servicer to be received in  connection  with the related
defaulted  Mortgage  Loan or REO  Property  have  been  received,  and  (ii) for
purposes  of  determining  the  amount of any  Liquidation  Proceeds,  Insurance
Proceeds,  REO Proceeds or other  unscheduled  collections  or the amount of any
Realized  Loss,  the Master  Servicer may take into account  minimal  amounts of
additional  receipts  expected  to  be  received  or  any  estimated  additional
liquidation  expenses  expected to be incurred  in  connection  with the related
defaulted Mortgage Loan or REO Property.

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

        (c) In the event  that the  Trust  Fund  acquires  any REO  Property  as
aforesaid  or otherwise in  connection  with a default or imminent  default on a
Mortgage Loan, the Master  Servicer on behalf of the Trust Fund shall dispose of
such REO  Property  as soon as  practicable,  giving  due  consideration  to the
interests  of the  Certificateholders,  but in all cases within three full years
after the  taxable  year of its  acquisition  by the Trust Fund for  purposes of
Section 860G(a)(8) of the Code (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 or REMIC II as a REMIC under  applicable
state law and avoid taxes resulting from such property failing to be foreclosure
property  under  applicable  state law) or, at the  expense  of the Trust  Fund,
request,  more than 60 days  before  the day on which such  grace  period  would
otherwise  expire,  an extension of such grace period unless the Master Servicer
obtains for the Trustee an Opinion of Counsel,  addressed to the Trustee and the
Master  Servicer,  to the effect  that the holding by the Trust Fund of such REO
Property subsequent to such period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause any of
REMIC  I or  REMIC  II 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 or  REMIC  II to the
imposition of any


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federal income taxes on the income earned from such REO Property,  including any
taxes  imposed  by reason of  Section  860G(c)  of the Code,  unless  the Master
Servicer has agreed to indemnify  and hold  harmless the Trust Fund with respect
to the imposition of any such taxes.

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

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

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

        (b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of


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

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

        Section  3.16 Servicing and Other Compensation; Compensating Interest.
                      -------------------------------------------------------

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


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be  entitled  to  retain  therefrom  and to pay to  itself  and/or  the  related
Subservicer,  any Foreclosure  Profits and any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.

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

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

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

        (e)  Notwithstanding  clauses (a) and (b) above, the amount of servicing
compensation  that the Master  Servicer  shall be  entitled  to receive  for its
activities  hereunder for the period ending on each  Distribution  Date shall be
reduced  (but not below zero) by an amount  equal to  Compensating  Interest (if
any) for such  Distribution  Date.  Such reduction  shall be applied during such
period as follows:  first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled  pursuant to Section  3.10(a)(iii);  second,  to any
income or gain  realized  from any  investment  of funds  held in the  Custodial
Account or the  Certificate  Account to which the Master  Servicer  is  entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing  compensation to which the Master Servicer is entitled  pursuant to
Section  3.10(a)(v) or (vi). In making such reduction,  the Master Servicer will
not withdraw from the Custodial  Account any such amount  representing  all or a
portion  of the  Servicing  Fee to  which it is  entitled  pursuant  to  Section
3.10(a)(iii);  (ii) will not withdraw from the Custodial  Account or Certificate
Account any such amount to which it is entitled  pursuant to Section  3.07(c) or
4.01(b) and (iii) will not withdraw from the  Custodial  Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).

        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.



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<PAGE>



        Section  3.18 Annual Statement as to Compliance.

        The Master  Servicer will deliver to the Depositor and the Trustee on or
before the earlier of (a) March 31 of each year,  beginning with the first March
31 that occurs at least six months after the Cut-off Date or (b) with respect to
any calendar  year during which the  Depositor's  annual  report on Form 10-K is
required  to be filed in  accordance  with the  Exchange  Act and the  rules and
regulations of the Commission,  the date on which the Depositor's  annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and  regulations of the Commission (or, in each case, if such day is not a
Business Day, the immediately  preceding Business Day), 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 the  earlier of (a) March 31 of each year,  beginning  with
the first March 31 that occurs at least six months after the Cut-off Date or (b)
with respect to any calendar year during which the Depositor's  annual report on
Form 10-K is required to be filed in  accordance  with the  Exchange Act and the
rules and  regulations  of the  Commission,  the date on which  the  Depositor's
annual  report  on Form  10-K is  required  to be filed in  accordance  with the
Exchange Act and the rules and  regulations of the Commission (or, in each case,
if such day is not a Business Day, the immediately  preceding Business Day), the
Master  Servicer  at its  expense  shall  cause  a firm  of  independent  public
accountants which shall be members of the American Institute of Certified Public
Accountants  to furnish a report to the  Depositor  and the Trustee  stating its
opinion  that,  on  the  basis  of  an   examination   conducted  by  such  firm
substantially in accordance with standards established by the American Institute
of Certified  Public  Accountants,  the assertions made pursuant to Section 3.18
regarding  compliance  with the  minimum  servicing  standards  set forth in the
Uniform  Single  Attestation  Program for Mortgage  Bankers during the preceding
calendar year are fairly stated in all


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<PAGE>



material respects,  subject to such exceptions and other qualifications that, in
the opinion of such firm, such  accounting  standards  require it to report.  In
rendering  such  statement,  such firm may rely,  as to matters  relating to the
direct servicing of mortgage loans by Subservicers,  upon comparable  statements
for examinations  conducted by independent public  accountants  substantially in
accordance  with standards  established  by the American  Institute of Certified
Public Accountants  (rendered within one year of such statement) with respect to
such Subservicers.

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

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

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

        Section  4.01 Certificate Account.

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

        (b) The Trustee shall,  upon written  request from the Master  Servicer,
invest or cause the institution  maintaining  the Certificate  Account to invest
the funds in the Certificate Account in


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Permitted  Investments  designated in the name of the Trustee for the benefit of
the Certificateholders,  which shall mature not later than the Business Day next
preceding  the  Distribution  Date next  following  the date of such  investment
(except that (i) any investment in the  institution  with which the  Certificate
Account is maintained  may mature on such  Distribution  Date and (ii) any other
investment  may mature on such  Distribution  Date if the Trustee  shall advance
funds on such Distribution Date to the Certificate Account in the amount payable
on such  investment on such  Distribution  Date,  pending receipt thereof to the
extent  necessary to make  distributions on the  Certificates)  and shall not be
sold or disposed of prior to  maturity.  All income and gain  realized  from any
such  investment  shall be for the benefit of the Master  Servicer  and shall be
subject to its  withdrawal or order from time to time.  The amount of any losses
incurred  in  respect  of  any  such  investments  shall  be  deposited  in  the
Certificate  Account by the Master Servicer out of its own funds  immediately as
realized.  The Trustee or its Affiliates  are permitted to receive  compensation
that  could be  deemed to be in the  Trustee's  economic  self-interest  for (i)
serving as  investment  adviser (with  respect to  investments  made through its
Affiliates),   administrator,   shareholder   servicing   agent,   custodian  or
sub-custodian with respect to certain of the Permitted  Investments,  (ii) using
Affiliates to effect  transactions  in certain  Permitted  Investments and (iii)
effecting transactions in certain Permitted Investments.

        Section  4.02 Distributions.

        (a) On each  Distribution  Date (x) the Master Servicer on behalf of the
Trustee  or (y) the  Paying  Agent  appointed  by the  Trustee  based  solely on
information   provided  by  the  Master  Servicer,   shall  distribute  to  each
Certificateholder  of record on the next  preceding  Record  Date (other than as
provided  in  Section  9.01  respecting  the  final   distribution)   either  in
immediately  available  funds (by wire  transfer or otherwise) to the account of
such  Certificateholder at a bank or other entity having appropriate  facilities
therefor,  if such  Certificateholder has so notified the Master Servicer or the
Paying  Agent,  as the case may be,  or,  if such  Certificateholder  has not so
notified the Master  Servicer or the Paying  Agent by the Record Date,  by check
mailed to such  Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's  share (which share shall be based
on the aggregate of the Percentage Interests  represented by Certificates of the
applicable Class held by such Holder) of the following amounts, in the following
order of priority  (subject to the provisions of Section 4.02(b) below), in each
case to the extent of the Available Distribution Amount:

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

               (ii) (X) to the Class A-P  Certificates,  the Class A-P Principal
        Distribution Amount (as defined in Section 4.02(b)(i) herein); and


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

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

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

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

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

                      (B) with  respect to each  Mortgage  Loan for which a Cash
               Liquidation or a REO  Disposition  occurred  during the preceding
               calendar month (or was deemed


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

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

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

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

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

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

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

               (vi) to the Holders of the Class M-2 Certificates, as applicable,
        an amount equal


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        to (x) the Subordinate  Principal  Distribution Amount for such Class of
        Certificates  for such  Distribution  Date,  applied in reduction of the
        Certificate Principal Balance of the Class M-2 Certificates;

               (vii)  to  the  Holders  of  the  Class  M-3   Certificates,   as
        applicable,   the  Accrued   Certificate   Interest   thereon  for  such
        Distribution  Date,  plus  any  Accrued  Certificate   Interest  thereon
        remaining unpaid from any previous Distribution Date, except as provided
        below;

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

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

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

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

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

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

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

               (xv) to the Senior  Certificates,  in the  priority  set forth in
        Section  4.02(b),  the portion,  if any, of the  Available  Distribution
        Amount  remaining after the foregoing  distributions,  applied to reduce
        the Certificate Principal Balances of such Senior Certificates,


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<PAGE>



        but in no event more than the aggregate of the  outstanding  Certificate
        Principal  Balances  of each  such  Class of  Senior  Certificates,  and
        thereafter,  to each Class of Subordinate  Certificates then outstanding
        beginning with such Class with the Highest Priority,  any portion of the
        Available  Distribution  Amount remaining after the Senior  Certificates
        have been retired,  applied to reduce the Certificate  Principal Balance
        of each such  Class of  Subordinate  Certificates,  but in no event more
        than the outstanding Certificate Principal Balance of each such Class of
        Subordinate Certificates; and

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

        Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate  Certificates are no longer
outstanding,  the Senior  Certificates,  Accrued  Certificate  Interest  thereon
remaining unpaid from any previous  Distribution Date will be distributable only
to the extent  that (1) a  shortfall  in the  amounts  available  to pay Accrued
Certificate  Interest on any Class of Certificates results from an interest rate
reduction  in  connection  with a  Servicing  Modification,  or (2) such  unpaid
Accrued Certificate Interest was attributable to interest shortfalls relating to
the  failure  of the  Master  Servicer  to make  any  required  Advance,  or the
determination  by the  Master  Servicer  that any  proposed  Advance  would be a
Nonrecoverable  Advance  with  respect to the related  Mortgage  Loan where such
Mortgage  Loan  has  not yet  been  the  subject  of a Cash  Liquidation  or REO
Disposition  or the related  Liquidation  Proceeds,  Insurance  Proceeds and REO
Proceeds have not yet been distributed to the Certificateholders.

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

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

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

                             (2) the related Discount  Fraction of the principal
                      portion of all  unscheduled  collections  on each Discount
                      Mortgage Loan received during the preceding calendar month
                      or, in the case of Principal  Prepayments in Full,  during
                      the related Prepayment Period (other than amounts received
                      in connection  with a Cash  Liquidation or REO Disposition
                      of a Discount


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<PAGE>



                      Mortgage  Loan  described in clause (3) below),  including
                      Principal   Prepayments   in   Full,    Curtailments   and
                      repurchases (including repurchases deemed to have occurred
                      during such period in accordance with Section  3.07(b)) of
                      Discount Mortgage Loans(or,  in the case of a substitution
                      of a related Deleted  Mortgage Loan, the related  Discount
                      Fraction of the amount of any  shortfall  deposited in the
                      Custodial Account in connection with such substitution);

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

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

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

               (ii) the  following  amounts shall be  distributed  to the Senior
        Certificates  (other than the Interest Only  Certificates  and Class A-P
        Certificates) as follows:

                      (A) the  Senior  Principal  Distribution  Amount  shall be
               distributed  to  the  Class  R-I   Certificates  and  Class  R-II
               Certificates,  concurrently,  on a  pro  rata  basis,  until  the
               Certificate Principal Balances thereof have been reduced to zero;
               and

                      (B)  the  balance  of the  Senior  Principal  Distribution
               Amount  remaining  after  the  distribution,  if any,  in  clause
               (ii)(A)  above shall be  distributed  in the  following  order of
               priority,  until the aggregate  Certificate  Principal Balance of
               the Class A-1,  Class A-2, Class A-3, Class A-4, Class A-6, Class
               A-7,  Class A-8 and Class A-8A  Certificates  has been reduced to
               the  PAC  I  Aggregate   Planned   Principal   Balance  for  such
               Distribution Date:

                             (1)   first,    36.66666667%,    36.66666667%   and
                      26.66666667%  concurrently to the Class A-1, Class A-3 and
                      Class   A-4   Certificates,    respectively,   until   the
                      Certificate Principal Balance of the Class A-1


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<PAGE>



                      Certificates has been reduced to zero;

                             (2)   second,   36.66666667%,    36.66666667%   and
                      26.66666667%  concurrently to the Class A-2, Class A-3 and
                      Class   A-4   Certificates,    respectively,   until   the
                      Certificate   Principal   Balance   of   the   Class   A-3
                      Certificates has been reduced to zero;

                             (3)   third,    36.66666667%,    36.66666667%   and
                      26.66666667%  concurrently to the Class A-2, Class A-6 and
                      Class   A-4   Certificates,    respectively,   until   the
                      Certificate   Principal   Balance   of   the   Class   A-6
                      Certificates has been reduced to zero;

                             (4)   fourth,   36.66666667%,    36.66666667%   and
                      26.66666667%  concurrently to the Class A-2, Class A-7 and
                      Class   A-4   Certificates,    respectively,   until   the
                      Certificate  Principal  Balances thereof have been reduced
                      to zero; and

                             (5) fifth, to the Class A-8  Certificates and Class
                      A-8A Certificates, concurrently on a pro rata basis, until
                      the  Certificate  Principal  Balances  thereof  have  been
                      reduced to zero;

                      (C)  the  balance  of the  Senior  Principal  Distribution
               Amount  remaining  after the  distributions  described in clauses
               (ii)(A) and (B) above, if any, shall be distributed  sequentially
               to the Class A-9  Certificates  and Class A-10  Certificates,  in
               each case until the aggregate  Certificate  Principal  Balance of
               the Class A-9 Certificates  and Class A-10  Certificates has been
               reduced to the PAC II  Aggregate  Planned  Principal  Balance for
               such Distribution Date;

                      (D)  the  balance  of the  Senior  Principal  Distribution
               Amount  remaining  after the  distributions  described in clauses
               (ii)(A)   through  (C)  above,   if  any,  shall  be  distributed
               concurrently on a pro rata basis, to the Class A-11  Certificates
               and Class  A-12  Certificates,  until the  Certificate  Principal
               Balances thereof have been reduced to zero;

                      (E)  the  balance  of the  Senior  Principal  Distribution
               Amount  remaining  after the  distributions  described in clauses
               (ii)(A)   through  (D)  above,   if  any,  shall  be  distributed
               sequentially  to  the  Class  A-9  Certificates  and  Class  A-10
               Certificates,  without  regard  to the PAC II  Aggregate  Planned
               Principal Balance for such Distribution  Date, in each case until
               the Certificate Principal Balance has been reduced to zero; and

                      (F)  the  balance  of the  Senior  Principal  Distribution
               Amount  remaining  after the  distributions  described in clauses
               (ii)(A) through (E) above, if any, shall be


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<PAGE>



               distributed  to the Class A-1,  Class A-2,  Class A-3, Class A-4,
               Class A-6,  Class A-7, Class A-8 and Class A-8A  Certificates  in
               the manner and order of priority set forth in clauses  (ii)(B)(1)
               through (5) above,  without regard to the PAC I Aggregate Planned
               Principal   Balance  for  such   Distribution   Date,  until  the
               Certificate Principal Balances thereof have been reduced to zero.

               (iii) On or after the occurrence of the Credit Support  Depletion
        Date but prior to the reduction of the Certificate  Principal Balance of
        the Senior Support  Certificates  to zero,  all  priorities  relating to
        distributions  as  described  in Section  4.02(b) of this  Agreement  in
        respect of  principal  among the  Senior  Certificates  (other  than the
        Interest  Only  Certificates  and  Class  A-P   Certificates)   will  be
        disregarded,  and (i) the remaining Senior Principal Distribution Amount
        will be distributed to the Senior  Certificates (other than the Interest
        Only  Certificates  and Class A-P  Certificates)  pro rata in accordance
        with their respective outstanding  Certificate Principal Balances,  (ii)
        the Senior Interest Distribution Amount will be distributed as described
        in  Section  4.02(a)(i)(X)  and  (iii) an amount  equal to the  Discount
        Fraction of the principal portion of scheduled  payments and unscheduled
        collections  received or advanced in respect of Discount  Mortgage Loans
        will be  distributed to the Class A-P  Certificates;  provided that, the
        aggregate amount  distributable to the Super Senior Certificates and the
        Senior Support  Certificates will be distributed among such Certificates
        in the following priority:  first, to the Super Senior Certificates,  up
        to an amount equal to the Accrued Certificate  Interest thereon;  second
        to the Super  Senior  Certificates,  up to an amount  equal to the Super
        Senior  Optimal  Principal  Distribution  Amount,  in  reduction  of the
        Certificate Principal Balance thereof,  until such Certificate Principal
        Balance  has  been  reduced  to  zero;  third,  to  the  Senior  Support
        Certificates,  up to an amount equal to the Accrued Certificate Interest
        thereon; and fourth, to the Senior Support Certificates,  the remainder,
        until the  Certificate  Principal  Balance  thereof has been  reduced to
        zero.

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

               (v) After the reduction of the Certificate  Principal Balances of
        the Senior  Certificates (other than the Class A-P Certificates) to zero
        but prior to the Credit Support Depletion Date, the Senior  Certificates
        (other than the Class A-P Certificates) will be entitled


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<PAGE>



        to no further  distributions  of  principal  thereon  and the  Available
        Distribution  Amount will be paid solely to the holders of the Class A-P
        Certificates,  Class A-V Certificates,  Class M Certificates and Class B
        Certificates, in each case as described herein.

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

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

        (e) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final  distribution with respect to any Class of Certificates
will be made on the next Distribution  Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution,  notify the
Trustee and the Trustee  shall,  no later than two (2) Business  Days after such
Determination  Date,  mail  on  such  date  to each  Holder  of  such  Class  of
Certificates a notice to the effect that: (i) the Trustee  anticipates  that the
final  distribution  with respect to such Class of Certificates  will be made on
such  Distribution  Date  but  only  upon  presentation  and  surrender  of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that


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<PAGE>



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

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

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

               (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 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


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<PAGE>



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

               (xii) the Pass-Through Rate on each Class of Certificates;

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

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

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

               (xvi) 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,


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<PAGE>



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 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,  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
Amounts,  (ii) the amounts  required to be withdrawn from the Custodial  Account
and  deposited  into  the  Certificate  Account  on the  immediately  succeeding
Certificate  Account  Deposit Date pursuant to clause (iii) of Section  4.01(a),
(iii) the  amount of  Prepayment  Interest  Shortfalls,  and (iv) to the  extent
required,  a report  detailing  the Stated  Principal  Balance,  Mortgage  Rate,
Modified  Mortgage Rate,  remaining term to maturity and Monthly Payment for any
Modified Mortgage Loan pursuant to Section 3.13. The determination by the


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<PAGE>



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

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

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

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


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

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

        Section  4.05 Allocation of Realized Losses.

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

        (b) Any Extraordinary  Losses with respect to the Mortgage Loans will be
allocated among the Senior  Certificates  and Subordinate  Certificates on a pro
rata basis;  provided that the Discount  Fraction of the principal  portion of a
Realized  Loss on a Discount  Mortgage  Loan will be  allocated to the Class A-P
Certificates.  Excess Special Hazard Losses, Excess Bankruptcy Losses and Excess
Fraud Losses will be allocated as follows: first, to the Class B-3 Certificates,
until the  Certificate  Principal  Balances  thereof  have been reduced to zero;
second, to the Class B-2 Certificates,  until the Certificate Principal Balances
thereof have been reduced to zero; third, to the Class B-1  Certificates,  until
the Certificate Principal Balances thereof have been reduced to zero; fourth, to
the Class M-3  Certificates,  until the Certificate  Principal  Balances thereof
have been  reduced  to zero;  fifth,  to the Class M-2  Certificates,  until the
Certificate  Principal Balances thereof have been reduced to zero; and sixth, to
the Class M-1  Certificates,  until the Certificate  Principal  Balances thereof
have  been  reduced  to zero;  provided  however  that  such  losses  will be so
allocated  pursuant  to this  provision  solely to the  extent of the  remaining
Special  Hazard  Loss  Amount,  Bankruptcy  Amount  or  Fraud  Loss  Amount,  as
applicable, to which these losses are allocated and


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<PAGE>



to the extent of the Certificate  Principal  Balance of the Class B Certificates
or Class M  Certificates,  and thereafter  shall be allocated pro rata among the
Senior  Certificates  and the  Subordinate  Certificates  in which these  losses
occurred;  and provided  further,  that the Discount  Fraction of the  principal
portion of any Excess Loss on a Discount  Mortgage Loan will be allocated to the
Class A-P Certificates, as applicable.

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

        (c) Any  allocation of the principal  portion of Realized  Losses (other
than  Debt  Service  Reductions)  to the  Class A,  Class R,  Class M or Class B
Certificates shall be made by reducing the Certificate Principal Balance thereof
by the amount so allocated, which allocation shall be deemed to have occurred on
such  Distribution  Date;  provided  that no such  reduction  shall  reduce  the
aggregate  Certificate Principal Balance of the Certificates below the aggregate
Stated Principal  Balance of the Mortgage Loans. Any allocation of the principal
portion  of  Realized  Losses  (other  than  Debt  Service  Reductions)  to  the
Subordinate Certificates then outstanding with the Lowest Priority shall be made
by  operation  of the  definition  of  "Certificate  Principal  Balance"  and by
operation of the  provisions  of Section  4.02(a).  Allocations  of the interest
portions of Realized  Losses (other than any interest rate  reduction  resulting
form a  Servicing  Modification)  shall be made in  proportion  to the amount of
Accrued  Certificate  Interest and by operation  of the  definition  of "Accrued
Certificate  Interest" and by operation of the  provisions  of Section  4.02(a).
Allocations  of the  interest  portion  of a  Realized  Loss  resulting  from an
interest rate  reduction in connection  with a Servicing  Modification  shall be
made by  operation  of the priority of payment  provisions  of Section  4.02(a).
Allocations of the principal portion of Debt Service Reductions shall be made by
operation of the  provisions  of Section  4.02(a).  All Realized  Losses and all
other losses  allocated to a Class of  Certificates  hereunder will be allocated
among the  Certificates of such Class in proportion to the Percentage  Interests
evidenced thereby.

Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.

        The Master Servicer or the Subservicers  shall file information  returns
with  respect  to the  receipt  of  mortgage  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 (other than the year in which the
Certificates are issued) 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.


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        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.

        Section  4.08  Distributions  on  the  Uncertificated  REMIC  I  Regular
Interests.

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

        (b) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the  Uncertificated  REMIC I Regular  Interests,  as
principal on the  Uncertificated  REMIC I Regular  Interests (other than REMIC I
Regular Interest LT-AV),  an amount equal to the sum of the amounts  distributed
as principal on the  Certificates  (other than the Class R  Certificates)  under
Sections 4.02(a)(ii),  (iv), (vi), (viii), (x), (xii), (xiv) and (xv) to REMIC I
Regular  Interest  LT-1,  REMIC I  Regular  Interest  LT-2 and  REMIC I  Regular
Interest LT-3.  Distributions on REMIC I Regular Interest LT-AP shall be make in
the same  manner and  amounts  as  distributions  are made on the  Corresponding
Certificates.

        (c) In  determining  from time to time the amounts to be  distributed to
the Uncertificated  REMIC I Regular  Interests,  Realized Losses allocated under
Section  4.05  shall be  deemed  allocated  to  Uncertificated  REMIC I  Regular
Interests for the related  Distribution  Date to REMIC I Regular  Interest LT-1,
REMIC I Regular Interest LT-2 and REMIC I Regular Interest LT-3, in the same


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manner as distributed to the  Corresponding  Certificates,  except that Realized
Losses on REMIC I Regular  Interest  LT-AP shall be allocated in the same manner
as allocated to the Corresponding Certificates.

        (d) Notwithstanding the deemed distributions on the Uncertificated REMIC
I Regular Interests described in this Section 4.08,  distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.




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                                    ARTICLE V

                                THE CERTIFICATES

        Section  5.01 The Certificates.

        (a) The Class A Certificates, Class M Certificates, Class B Certificates
and  Class R  Certificates  shall be  substantially  in the  forms  set forth in
Exhibits A, B, C and D, respectively,  and shall, on original issue, be executed
and delivered by the Trustee to the Certificate Registrar for authentication and
delivery to or upon the order of the  Depositor  upon  receipt by the Trustee or
one or more  Custodians of the documents  specified in Section 2.01. The Class A
(other than the Class A-5 Certificates and Class A-V  Certificates),  Class M-1,
Class  M-1 and  Class M-1  Certificates  shall be  issuable  in  minimum  dollar
denominations  of $25,000 and integral  multiples of $1 in excess  thereof.  The
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3  Certificates  shall be
issuable in minimum dollar  denominations of $250,000 and integral  multiples of
$1 in excess  thereof,  except in the case of one  Class B-3  Certificate  which
shall  be  issued  in a  denomination  equal to the sum of the  related  minimum
denomination and such uneven multiple for such Class. The Class A-5 Certificates
and Class  A-V  Certificates  and each  Class of Class R  Certificates  shall be
issued in  registered,  certificated  form in minimum  percentage  interests  of
20.00% and integral  multiples of 0.01% in excess  thereof;  provided,  however,
that one  Class R  Certificate  of each  Class  will be  issuable  to the  REMIC
Administrator  as "tax matters person" pursuant to Section 10.01(c) in a minimum
denomination representing a Percentage Interest of not less than 0.01%.

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

        (b) The Class A and Class M  Certificates  shall  initially be issued as
one or more Certificates registered in the name of the Depository or its nominee
and, except as provided  below,  registration  of such  Certificates  may not be
transferred by the Trustee except to another Depository that agrees to hold such
Certificates  for the respective  Certificate  Owners with  Ownership  Interests
therein.  The Certificate Owners shall hold their respective Ownership Interests
in and to each Class A or Class M Certificate, through the book-entry facilities
of the  Depository  and,  except as  provided  below,  shall not be  entitled to
Definitive Certificates in respect of such Ownership Interests. All


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transfers by Certificate Owners of their respective  Ownership  Interests in the
Book-Entry  Certificates  shall  be  made  in  accordance  with  the  procedures
established by the Depository  Participant or brokerage firm  representing  such
Certificate  Owner.  Each  Depository  Participant  shall transfer the Ownership
Interests  only  in  the  Book-Entry   Certificates  of  Certificate  Owners  it
represents or of brokerage  firms for which it acts as agent in accordance  with
the Depository's normal procedures.

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

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

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



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        Section  5.02 Registration of Transfer and Exchange of Certificates.
                      -----------------------------------------------------

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

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

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

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


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

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

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


                                              93

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

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

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

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

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

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


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<PAGE>



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

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

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

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

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

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


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<PAGE>



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

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

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

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

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


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<PAGE>



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

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

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

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

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

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



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        Section  5.04 Persons Deemed Owners.

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

        Section  5.05 Appointment of Paying Agent.

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

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




                                              98

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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, Class R, Class M or Class B Certificates  will
not be  qualified,  reduced or withdrawn as a result  thereof (as evidenced by a
letter to such effect from each Rating Agency).

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


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<PAGE>



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

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

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

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


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<PAGE>



and costs constituted a Prepayment Interest Shortfall.

        Section  6.04 Depositor and Master Servicer Not to Resign.
                      -------------------------------------------

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




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                                   ARTICLE VII

                                     DEFAULT

        Section  7.01 Events of Default.

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

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

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

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

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

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


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<PAGE>



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

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

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

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


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deliver to the Trustee a copy of the Program Guide.

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

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

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


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

        Section  7.03 Notification to Certificateholders.
                      ----------------------------------

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

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

        Section  7.04 Waiver of Events of Default.

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


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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

        Section  8.01 Duties of Trustee.

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

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

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

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

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


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<PAGE>



          the Trustee by the Depositor or the Master Servicer and which on their
          face, do not contradict the requirements of this Agreement;

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

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

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

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

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



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<PAGE>



        Section  8.02 Certain Matters Affecting the Trustee.
                      -------------------------------------

        (a) Except as otherwise provided in Section 8.01:

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

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

               (iii) The Trustee shall be under no obligation to exercise any of
        the trusts or powers  vested in it by this  Agreement  or to  institute,
        conduct or defend any litigation  hereunder or in relation hereto at the
        request, order or direction of any of the  Certificateholders,  pursuant
        to the  provisions  of this  Agreement,  unless such  Certificateholders
        shall have  offered to the  Trustee  reasonable  security  or  indemnity
        against  the  costs,  expenses  and  liabilities  which may be  incurred
        therein or thereby; nothing contained herein shall, however, relieve the
        Trustee of the  obligation,  upon the  occurrence of an Event of Default
        (which has not been  cured),  to exercise  such of the rights and powers
        vested in it by this  Agreement,  and to use the same degree of care and
        skill in their  exercise  as a prudent  investor  would  exercise or use
        under the circumstances in the conduct of such investor's own affairs;

               (iv) The Trustee  shall not be  personally  liable for any action
        taken,  suffered or omitted by it in good faith and believed by it to be
        authorized or within the  discretion or rights or powers  conferred upon
        it by this Agreement;

               (v) Prior to the occurrence of an Event of Default  hereunder and
        after the curing of all Events of Default which may have  occurred,  the
        Trustee shall not be bound to make any  investigation  into the facts or
        matters stated in any resolution,  certificate,  statement,  instrument,
        opinion,  report, notice,  request,  consent,  order, approval,  bond or
        other paper or  document,  unless  requested  in writing so to do by the
        Holders  of  Certificates  of any Class  evidencing,  as to such  Class,
        Percentage Interests,  aggregating not less than 50%; provided, however,
        that if the  payment  within a  reasonable  time to the  Trustee  of the
        costs, expenses or liabilities likely to be incurred by it in the making
        of such investigation is, in the opinion of the Trustee,  not reasonably
        assured to the  Trustee by the  security  afforded to it by the terms of
        this Agreement,  the Trustee may require  reasonable  indemnity  against
        such  expense  or  liability  as  a  condition  to  so  proceeding.  The
        reasonable expense of every such examination shall be paid by the Master
        Servicer,  if an Event of Default shall have occurred and is continuing,
        and otherwise by the Certificateholder requesting the investigation;


                                             108

<PAGE>




               (vi)  The  Trustee  may  execute  any of  the  trusts  or  powers
        hereunder  or perform  any duties  hereunder  either  directly  or by or
        through  agents or  attorneys  provided  that the Trustee  shall  remain
        liable for any acts of such agents or attorneys; and

               (vii) To the extent authorized under the Code and the regulations
        promulgated  thereunder,  each  Holder of a Class R  Certificate  hereby
        irrevocably   appoints   and   authorizes   the   Trustee   to  be   its
        attorney-in-fact  for purposes of signing any Tax Returns required to be
        filed on behalf of the Trust Fund.  The Trustee  shall sign on behalf of
        the Trust Fund and deliver to the Master Servicer in a timely manner any
        Tax  Returns  prepared by or on behalf of the Master  Servicer  that the
        Trustee  is  required  to  sign as  determined  by the  Master  Servicer
        pursuant to applicable  federal,  state or local tax laws, provided that
        the Master Servicer shall indemnify the Trustee for signing any such Tax
        Returns that contain errors or omissions.

        (b) Following the issuance of the  Certificates  (and except as provided
for in Section 3.22(d)), the Trustee shall not accept any contribution of assets
to the Trust  Fund  unless it shall  have  obtained  or been  furnished  with an
Opinion of Counsel to the effect that such  contribution  will not (i) cause any
of  REMIC I or  REMIC II to fail to  qualify  as a REMIC  at any  time  that any
Certificates  are  outstanding or (ii) cause the Trust Fund to be subject to any
federal tax as a result of such  contribution  (including  the imposition of any
federal tax on "prohibited  transactions"  imposed under Section  860F(a) of the
Code).

        Section  8.03 Trustee Not Liable for Certificates or Mortgage Loans.
                      -----------------------------------------------------

        The recitals  contained herein and in the  Certificates  (other than the
execution of the  Certificates and relating to the acceptance and receipt of the
Mortgage  Loans) shall be taken as the statements of the Depositor or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness.  The  Trustee  makes  no  representations  as to  the  validity  or
sufficiency  of  this  Agreement  or  of  the  Certificates   (except  that  the
Certificates  shall be duly and  validly  executed  and  authenticated  by it as
Certificate  Registrar) or of any Mortgage Loan or related document,  or of MERS
or the MERS(R) System.  Except as otherwise  provided herein,  the Trustee shall
not be  accountable  for the use or  application  by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates,  or
for the use or  application  of any funds  paid to the  Depositor  or the Master
Servicer in respect of the Mortgage  Loans or deposited in or withdrawn from the
Custodial  Account or the  Certificate  Account by the  Depositor  or the Master
Servicer.



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<PAGE>



        Section  8.04 Trustee May Own Certificates.

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

        Section  8.05  Master  Servicer  to Pay  Trustee's  Fees  and  Expenses;
Indemnification.

        (a) The Master  Servicer  covenants and agrees to pay to the Trustee and
any co- trustee from time to time, and the Trustee and any  co-trustee  shall be
entitled  to,  reasonable  compensation  (which  shall  not  be  limited  by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services  rendered by each of them in the execution of the trusts hereby
created  and in the  exercise  and  performance  of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse  the  Trustee  and any  co-trustee  upon  request  for all  reasonable
expenses,  disbursements  and  advances  incurred  or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable  compensation  and the expenses and  disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any  co-trustee in connection  with the  appointment  of an office or
agency  pursuant  to Section  8.12)  except any such  expense,  disbursement  or
advance as may arise from its negligence or bad faith.

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

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

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

               (iii) notwithstanding anything in this Agreement to the contrary,
        the Master  Servicer  shall not be liable for settlement of any claim by
        the  Trustee  entered  into  without  the prior  consent  of the  Master
        Servicer which consent shall not be unreasonably withheld.

        No termination of this Agreement shall affect the obligations created by
this Section  8.05(b) of the Master  Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.

     Notwithstanding the foregoing,  the indemnification  provided by the Master
Servicer in this


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<PAGE>



Section  8.05(b)  shall not  pertain  to any loss,  liability  or expense of the
Trustee, including the costs and expenses of defending itself against any claim,
incurred in connection with any actions taken by the Trustee at the direction of
Certificateholders pursuant to the terms of this Agreement.

        Section  8.06 Eligibility Requirements for Trustee.

        The  Trustee  hereunder  shall  at  all  times  be  a  national  banking
association or a New York banking  corporation  having its principal office in a
state and city  acceptable to the  Depositor  and  organized and doing  business
under the laws of such state or the United States of America,  authorized  under
such laws to exercise  corporate  trust  powers,  having a combined  capital and
surplus of at least  $50,000,000  and subject to  supervision  or examination by
federal or state authority.  If such corporation or national banking association
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of the aforesaid  supervising or examining authority,  then for the
purposes of this  Section the combined  capital and surplus of such  corporation
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so published.

        In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07.

        Section 8.07 Resignation and Removal of the Trustee.

        (a) The Trustee may at any time resign and be discharged from the trusts
hereby  created by giving written notice thereof to the Depositor and the Master
Servicer.  Upon  receiving  such  notice of  resignation,  the  Depositor  shall
promptly appoint a successor trustee by written  instrument,  in duplicate,  one
copy of which  instrument  shall be delivered to the  resigning  Trustee and one
copy to the  successor  trustee.  If no  successor  trustee  shall  have been so
appointed and have accepted  appointment within 30 days after the giving of such
notice of  resignation  then the  resigning  Trustee may  petition  any court of
competent jurisdiction for the appointment of a successor trustee.

        (b) If at any time the Trustee  shall cease to be eligible in accordance
with the  provisions  of  Section  8.06 and shall fail to resign  after  written
request  therefor by the  Depositor,  or if at any time the Trustee shall become
incapable of acting, or shall be adjudged  bankrupt or insolvent,  or a receiver
of the Trustee or of its  property  shall be  appointed,  or any public  officer
shall take  charge or control of the  Trustee or of its  property or affairs for
the purpose of rehabilitation,  conservation or liquidation,  then the Depositor
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate,  one copy of which  instrument  shall be  delivered to the Trustee so
removed and one copy to the successor  trustee.  In addition,  in the event that
the Depositor  determines that the Trustee has failed (i) to distribute or cause
to be distributed to  Certificateholders  any amount  required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master  Servicer or the  Depositor)  for  distribution  or (ii) to otherwise
observe or perform in any material  respect any of its covenants,  agreements or
obligations  hereunder,  and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of


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<PAGE>



clause  (ii)  above)  after the date on which  written  notice of such  failure,
requiring that the same be remedied, shall have been given to the Trustee by the
Depositor,  then the  Depositor  may remove the  Trustee and appoint a successor
trustee by written instrument  delivered as provided in the preceding  sentence.
In  connection  with the  appointment  of a  successor  trustee  pursuant to the
preceding sentence, the Depositor shall, on or before the date on which any such
appointment   becomes   effective,   obtain  from  each  Rating  Agency  written
confirmation  that the appointment of any such successor trustee will not result
in the  reduction  of the  ratings  on any class of the  Certificates  below the
lesser of the then current or original ratings on such Certificates.

        (c) The Holders of  Certificates  entitled to at least 51% of the Voting
Rights may at any time remove the  Trustee  and  appoint a successor  trustee by
written  instrument or  instruments,  in  triplicate,  signed by such Holders or
their  attorneys-in-fact duly authorized,  one complete set of which instruments
shall be delivered to the Depositor,  one complete set to the Trustee so removed
and one complete set to the successor so appointed.

        (d) Any  resignation  or removal of the  Trustee  and  appointment  of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.

        Section  8.08 Successor Trustee.

        (a) Any  successor  trustee  appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor and to its predecessor trustee
an  instrument   accepting  such  appointment   hereunder,   and  thereupon  the
resignation  or removal of the  predecessor  trustee shall become  effective and
such  successor  trustee  shall become  effective  and such  successor  trustee,
without any further act, deed or conveyance,  shall become fully vested with all
the rights,  powers, duties and obligations of its predecessor  hereunder,  with
the like  effect as if  originally  named as  trustee  herein.  The  predecessor
trustee shall deliver to the  successor  trustee all Mortgage  Files and related
documents and statements held by it hereunder  (other than any Mortgage Files at
the time held by a  Custodian,  which  shall  become the agent of any  successor
trustee hereunder),  and the Depositor,  the Master Servicer and the predecessor
trustee shall execute and deliver such  instruments  and do such other things as
may  reasonably be required for more fully and certainly  vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.

        (b) No successor  trustee shall accept  appointment  as provided in this
Section unless at the time of such  acceptance  such successor  trustee shall be
eligible under the provisions of Section 8.06.

        (c) Upon acceptance of appointment by a successor trustee as provided in
this Section,  the Depositor shall mail notice of the succession of such trustee
hereunder  to all Holders of  Certificates  at their  addresses  as shown in the
Certificate  Register. If the Depositor fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee,  the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.


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        Section  8.09 Merger or Consolidation of Trustee.
                      ----------------------------------

        Any corporation or national  banking  association into which the Trustee
may be  merged  or  converted  or  with  which  it may  be  consolidated  or any
corporation  or  national  banking   association   resulting  from  any  merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation or national  banking  association  succeeding to the business of the
Trustee,  shall  be  the  successor  of the  Trustee  hereunder,  provided  such
corporation  or  national  banking  association  shall  be  eligible  under  the
provisions of Section 8.06,  without the execution or filing of any paper or any
further act on the part of any of the  parties  hereto,  anything  herein to the
contrary  notwithstanding.  The Trustee  shall mail notice of any such merger or
consolidation  to the  Certificateholders  at  their  address  as  shown  in the
Certificate Register.

        Section 8.10 Appointment of Co-Trustee or Separate Trustee.

        (a)  Notwithstanding  any other provisions  hereof, at any time, for the
purpose of meeting any legal  requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located,  the
Master  Servicer and the Trustee  acting  jointly shall have the power and shall
execute and deliver all  instruments to appoint one or more Persons  approved by
the Trustee to act as co-trustee or  co-trustees,  jointly with the Trustee,  or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or  Persons,  in such  capacity,  such title to the Trust
Fund, or any part thereof,  and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider  necessary  or  desirable.  If the Master  Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment.  No
co-trustee or separate trustee  hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders  of  Certificates  of  the  appointment  of  co-trustee(s)  or  separate
trustee(s) shall be required under Section 8.08 hereof.

        (b) In the case of any  appointment of a co-trustee or separate  trustee
pursuant  to this  Section  8.10 all  rights,  powers,  duties  and  obligations
conferred  or imposed  upon the Trustee  shall be  conferred or imposed upon and
exercised or performed by the Trustee,  and such separate  trustee or co-trustee
jointly,  except to the extent that under any law of any  jurisdiction  in which
any particular act or acts are to be performed  (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights,  powers,
duties and obligations  (including the holding of title to the Trust Fund or any
portion  thereof in any such  jurisdiction)  shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.

        (c) Any notice,  request or other  writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as  effectively  as if given to each of them.  Every  instrument  appointing any
separate trustee or co-trustee shall refer to this Agreement and the


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conditions of this Article VIII. Each separate trustee and co-trustee,  upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of  appointment,  either jointly with the Trustee or
separately,  as may be provided  therein,  subject to all the provisions of this
Agreement,  specifically including every provision of this Agreement relating to
the conduct of,  affecting  the liability  of, or affording  protection  to, the
Trustee. Every such instrument shall be filed with the Trustee.

        (d) Any separate trustee or co-trustee may, at any time,  constitute the
Trustee,  its agent or attorney-in-fact,  with full power and authority,  to the
extent not  prohibited  by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name.  If any separate  trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties,  rights,  remedies  and trusts shall vest in and be exercised by the
Trustee,  to the extent  permitted by law,  without the  appointment of a new or
successor trustee.

        Section  8.11 Appointment of Custodians.

        The  Trustee  may,  with the  consent  of the  Master  Servicer  and the
Depositor,  appoint  one or  more  Custodians  who  are  not  Affiliates  of the
Depositor or the Master  Servicer to hold all or a portion of the Mortgage Files
as agent for the Trustee,  by entering  into a Custodial  Agreement.  Subject to
Article  VIII,  the Trustee  agrees to comply  with the terms of each  Custodial
Agreement and to enforce the terms and provisions  thereof against the Custodian
for the benefit of the Certificateholders.  Each Custodian shall be a depository
institution  subject to supervision by federal or state authority,  shall have a
combined  capital and surplus of at least  $15,000,000 and shall be qualified to
do  business  in the  jurisdiction  in which it holds any  Mortgage  File.  Each
Custodial  Agreement  may be amended  only as  provided  in Section  11.01.  The
Trustee shall notify the  Certificateholders of the appointment of any Custodian
(other than the  Custodian  appointed as of the Closing  Date)  pursuant to this
Section 8.11.

        Section  8.12 Appointment of Office or Agency.

        The  Trustee  will  maintain an office or agency in the City of New York
where  Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially  designates its offices located at DTC Transfer  Services,
55 Water  Street,  Jeanette  Park  Entrance,  New York,  New York  10041 for the
purpose of keeping the Certificate Register. The Trustee will maintain an office
at the address stated in Section 11.05(c) hereof where notices and demands to or
upon the Trustee in respect of this Agreement may be served.




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                                          ARTICLE IX

                     TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES

        Section       9.01  Optional  Purchase  by the  Master  Servicer  of All
                      Certificates;  Termination  Upon  Purchase  by the  Master
                      Servicer or Liquidation of All Mortgage Loans.

        (a)  Subject  to  Section   9.02,   the   respective   obligations   and
responsibilities  of the Depositor,  the Master Servicer and the Trustee created
hereby in respect of the Certificates  (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Depositor to send certain  notices as hereinafter  set
forth) shall  terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:

               (i) the later of the final payment or other  liquidation  (or any
        Advance with respect thereto) of the last Mortgage Loan remaining in the
        Trust Fund or the disposition of all property  acquired upon foreclosure
        or deed in lieu of foreclosure of any Mortgage Loan, or

               (ii) the purchase by the Master  Servicer of all  Mortgage  Loans
        and all property  acquired in respect of any Mortgage Loan  remaining in
        the Trust Fund at a price equal to 100% of the unpaid principal  balance
        of each Mortgage Loan (or, if less than such unpaid  principal  balance,
        the  fair  market  value  of the  related  underlying  property  of such
        Mortgage Loan with respect to Mortgage  Loans as to which title has been
        acquired  if such fair market  value is less than such unpaid  principal
        balance) (net of any unreimbursed Advances attributable to principal) on
        the day of repurchase, plus accrued interest thereon at the Net Mortgage
        Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage
        Loan),  to, but not including,  the first day of the month in which such
        repurchase  price is distributed;  provided,  however,  that in no event
        shall the trust  created  hereby  continue  beyond the  expiration of 21
        years from the death of the last survivor of the  descendants  of Joseph
        P. Kennedy, the late ambassador of the United States to the Court of St.
        James, living on the date hereof;  provided further, that, if the amount
        due under any  Certificate  shall not have been reduced to zero prior to
        the Maturity  Date,  the Master  Servicer shall be required to terminate
        this  Agreement  in  accordance  with this  clause  (ii);  and  provided
        further,  that the purchase  price set forth above shall be increased as
        is  necessary,   as  determined  by  the  Master   Servicer,   to  avoid
        disqualification of any of REMIC I or REMIC II as a REMIC.

        The right of the Master Servicer 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


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<PAGE>



and the Trustee  and any  Custodian  shall,  promptly  following  payment of the
purchase price,  release to the Master Servicer the Mortgage Files pertaining to
the Mortgage Loans being purchased.

        In addition to the foregoing,  on any Distribution  Date on or after the
Optional  Termination  Date, the Master  Servicer  shall have the right,  at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the sum of the outstanding Certificate Principal Balance of such Certificates
plus the sum of one  month's  Accrued  Certificate  Interest  thereon,  or, with
respect  to the Class A-5  Certificates  and  Class A-V  Certificates,  on their
respective Notional Amount, any previously unpaid Accrued Certificate  Interest,
and any unpaid Prepayment  Interest Shortfall  previously  allocated thereto. If
the  Master   Servicer   exercises  this  right  to  purchase  the   outstanding
Certificates,  the  Master  Servicer  will  promptly  terminate  the  respective
obligations and responsibilities created hereby in respect of these Certificates
pursuant to this Article IX.

        (b) The Master  Servicer  shall give the  Trustee not less than 60 days'
prior notice of the Distribution  Date on which the Master Servicer  anticipates
that the final  distribution  will be made to  Certificateholders  (whether as a
result of the  exercise  by the Master  Servicer  of its right to  purchase  the
assets of the Trust Fund or otherwise).  Notice of any  termination,  specifying
the  anticipated  Final  Distribution  Date  (which  shall be a date that  would
otherwise  be  a  Distribution  Date)  upon  which  the  Certificateholders  may
surrender   their   Certificates  to  the  Trustee  for  payment  of  the  final
distribution  and  cancellation,  shall be given promptly by the Master Servicer
(if it is exercising its right to purchase the assets of the Trust Fund),  or by
the  Trustee  (in any other  case) 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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<PAGE>



        (c)  Upon   presentation  and  surrender  of  the  Certificates  by  the
Certificateholders,  the Trustee shall distribute to the  Certificateholders (i)
the  amount  otherwise  distributable  on  such  Distribution  Date,  if  not in
connection  with the Master  Servicer's  election to repurchase,  or (ii) if the
Master  Servicer  elected to so repurchase,  an amount equal to the  outstanding
Certificate  Principal  Balance of the  Certificates,  plus Accrued  Certificate
Interest  thereon for the related  Interest  Accrual  Period and any  previously
unpaid Accrued Certificate Interest.

        (d) In the event that any  Certificateholders  shall not surrender their
Certificates  for  final  payment  and  cancellation  on  or  before  the  Final
Distribution  Date,  the  Trustee  shall on such  date  cause  all  funds in the
Certificate Account not distributed in final distribution to  Certificateholders
to be withdrawn  therefrom and credited to the remaining  Certificateholders  by
depositing  such  funds in a separate  escrow  account  for the  benefit of such
Certificateholders,  and the  Master  Servicer  (if it  exercised  its  right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall
give a second  written notice to the remaining  Certificateholders  to surrender
their  Certificates  for cancellation  and receive the final  distribution  with
respect  thereto.  If within six months after the second notice any  Certificate
shall not have  been  surrendered  for  cancellation,  the  Trustee  shall  take
appropriate  steps as directed by the Master  Servicer to contact the  remaining
Certificateholders  concerning  surrender of their  Certificates.  The costs and
expenses of maintaining the escrow account and of contacting  Certificateholders
shall be paid out of the assets  which remain in the escrow  account.  If within
nine  months  after  the  second  notice  any  Certificates  shall not have been
surrendered for  cancellation,  the Trustee shall pay to the Master Servicer all
amounts  distributable  to the  holders  thereof and the Master  Servicer  shall
thereafter  hold such amounts until  distributed  to such  holders.  No interest
shall  accrue or be payable to any  Certificateholder  on any amount held in the
escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its  Certificate(s) for final payment thereof in accordance
with this Section 9.01 and the Certificateholders  shall look only to the Master
Servicer for such payment.

        Section  9.02 Additional Termination Requirements.
                      -----------------------------------

        (a) Any of REMIC I and REMIC II, 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 and  REMIC  II,  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 or REMIC II to fail to  qualify as a
REMIC at any time that any Certificate is outstanding:

               (i) The Master  Servicer  shall  establish  a 90-day  liquidation
        period  for each of REMIC I and REMIC II, and  specify  the first day of
        such period in a statement attached to the Trust Fund's final Tax Return
        pursuant to Treasury  regulations Section 1.860F-1.  The Master Servicer
        also shall satisfy all of the  requirements  of a qualified  liquidation
        for each of REMIC I and REMIC II, under Section 860F of the Code and the
        regulations thereunder;


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               (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 and REMIC II 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 and  REMIC  II 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 Class A-1,  Class A-2,  Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-8A, Class A-9, Class A-10, Class A-11, Class A-12,
Class A-P,  Class A-V, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and
Class B-3 Certificates  shall be designated as the "regular  interests" in REMIC
II and the  Class  R-II  Certificates  shall be  designated  the  sole  class of
"residual  interests" in REMIC II. The REMIC Administrator and the Trustee shall
not permit the creation of any  "interests"  (within the meaning of Section 860G
of the Code) in the REMIC other than the Certificates.

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

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


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

        (e) The REMIC  Administrator  shall  provide (i) to any  Transferor of a
Class R Certificate  such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted  Transferee,  (ii) to the Trustee and the Trustee shall forward to the
Certificateholders  such  information  or reports as are required by the Code or
the REMIC  Provisions  including  reports  relating to interest,  original issue
discount,  if  any,  and  market  discount  or  premium  (using  the  Prepayment
Assumption) and (iii) to the Internal Revenue Service the name,  title,  address
and telephone number of the person who will serve as the  representative of each
REMIC created hereunder.

        (f) The  Master  Servicer  and the REMIC  Administrator  shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or  desirable  to  maintain  the  status  thereof  as a REMIC  under  the  REMIC
Provisions  (and the  Trustee  shall  assist the Master  Servicer  and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC  Administrator to do so). In performing their duties as more  specifically
set forth  herein,  the Master  Servicer and the REMIC  Administrator  shall not
knowingly  or  intentionally  take any action,  cause the Trust Fund to take any
action  or fail to take (or fail to cause to be  taken)  any  action  reasonably
within their  respective  control and the scope of duties more  specifically set
forth herein,  that, under the REMIC  Provisions,  if taken or not taken, as the
case may be,  could (i)  endanger  the status of any of REMIC I or REMIC II as a
REMIC or (ii) result in the  imposition of a tax upon any of REMIC I or REMIC II
(including but not limited to the tax on prohibited  transactions  as defined in
Section  860F(a)(2) of the Code (except as provided in Section  3.22(d)) and the
tax on  contributions  to a REMIC  set  forth in  Section  860G(d)  of the Code)
(either   such  event,   in  the  absence  of  an  Opinion  of  Counsel  or  the
indemnification  referred to in this sentence,  an "Adverse REMIC Event") unless
the Master Servicer or the REMIC Administrator,  as applicable,  has received an
Opinion of Counsel (at the expense of the party  seeking to take such action or,
if such party fails to pay such  expense,  and the Master  Servicer or the REMIC
Administrator, as applicable,  determines that taking such action is in the best
interest  of the Trust Fund and the  Certificateholders,  at the  expense of the
Trust  Fund,  but in no event at the expense of the Master  Servicer,  the REMIC
Administrator  or the Trustee) to the effect that the  contemplated  action will
not, with respect to the Trust Fund created hereunder,  endanger such status or,
unless the Master  Servicer or the REMIC  Administrator  or both, as applicable,
determine in its or their sole  discretion  to indemnify  the Trust Fund against
the imposition of such a tax,  result in the imposition of such a tax.  Wherever
in this Agreement a contemplated action may


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not be taken because the timing of such action might result in the imposition of
a tax on the Trust Fund, or may only be taken  pursuant to an Opinion of Counsel
that such  action  would not  impose a tax on the Trust  Fund,  such  action may
nonetheless be taken provided that the indemnity given in the preceding sentence
with respect to any taxes that might be imposed on the Trust Fund has been given
and  that all  other  preconditions  to the  taking  of such  action  have  been
satisfied. The Trustee shall not take or fail to take any action (whether or not
authorized   hereunder)   as  to  which  the  Master   Servicer   or  the  REMIC
Administrator,  as applicable, has advised it in writing that it has received an
Opinion of Counsel to the effect  that an Adverse  REMIC  Event could occur with
respect to such action. In addition,  prior to taking any action with respect to
the Trust  Fund or its  assets,  or causing  the Trust Fund to take any  action,
which is not expressly permitted under the terms of this Agreement,  the Trustee
will consult with the Master Servicer or the REMIC Administrator, as applicable,
or its designee,  in writing, with respect to whether such action could cause an
Adverse  REMIC  Event to occur with  respect  to the Trust Fund and the  Trustee
shall not take any such  action or cause the Trust Fund to take any such  action
as to which the Master Servicer or the REMIC Administrator,  as applicable,  has
advised it in writing  that an  Adverse  REMIC  Event  could  occur.  The Master
Servicer or the REMIC Administrator,  as applicable, may consult with counsel to
make  such  written  advice,  and the cost of same  shall be borne by the  party
seeking to take the action not expressly permitted by this Agreement,  but in no
event at the expense of the Master Servicer or the REMIC  Administrator.  At all
times  as  may be  required  by the  Code,  the  Master  Servicer  or the  REMIC
Administrator,  as  applicable,  will to the extent  within its  control and the
scope of its duties more specifically set forth herein,  maintain  substantially
all of the assets of the REMIC as  "qualified  mortgages"  as defined in Section
860G(a)(3)  of the  Code and  "permitted  investments"  as  defined  in  Section
860G(a)(5) of the Code.

        (g) In the event that any tax is imposed on "prohibited transactions" of
any REMIC  created  hereunder as defined in Section  860F(a)(2)  of the Code, on
"net  income  from  foreclosure  property"  of any REMIC as  defined  in Section
860G(c) of the Code,  on any  contributions  to any REMIC  after the startup day
therefor  pursuant to Section  860G(d) of the Code,  or any other tax imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Master Servicer, if such tax arises out of or results from
a breach by the Master Servicer of any of its  obligations  under this Agreement
or the Master  Servicer has in its sole  discretion  determined to indemnify the
Trust Fund against such tax,  (ii) to the Trustee,  if such tax arises out of or
results  from a breach  by the  Trustee  of any of its  obligations  under  this
Article X, or (iii)  otherwise  against  amounts  on  deposit  in the  Custodial
Account as provided by Section 3.10 and on the  Distribution  Date(s)  following
such  reimbursement  the aggregate of such taxes shall be allocated in reduction
of the Accrued  Certificate  Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest Shortfall.

        (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


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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 or
REMIC II to fail to  qualify  as a REMIC at any time that any  Certificates  are
outstanding  or subject any such REMIC to any tax under the REMIC  Provisions or
other applicable provisions of federal, state and local law or ordinances.

        (j)  Neither  the Master  Servicer  nor the  Trustee  shall  (subject to
Section 10.01(f)) enter into any arrangement by which any of REMIC I or REMIC II
will receive a fee or other  compensation for services nor permit any of REMIC I
or REMIC II to receive any income from assets other than  "qualified  mortgages"
as defined in  Section  860G(a)(3)  of the Code or  "permitted  investments"  as
defined in Section 860G(a)(5) of the Code.

        (k)  Solely  for the  purposes  of  Section  1.860G-1(a)(4)(iii)  of the
Treasury  Regulations,   the  "latest  possible  maturity  date"  by  which  the
Certificate  Principal  Balance of each Class of  Certificates  (other  than the
Class  A-5  Certificates  and  Class A-V  Certificates)  representing  a regular
interest in the applicable  REMIC and the  Uncertificated  Principal  Balance of
each  Uncertificated  Regular  Interest  is the  Maturity  Date  for  each  such
Certificate and Interest.

        (l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare  and file with the  Internal  Revenue  Service  Form 8811,  "Information
Return for Real  Estate  Mortgage  Investment  Conduits  (REMIC)  and Issuers of
Collateralized Debt Obligations" for the Trust Fund.

        (m) Neither the Trustee nor the Master  Servicer shall sell,  dispose of
or substitute for any of the Mortgage  Loans (except in connection  with (i) the
default,  imminent default or foreclosure of a Mortgage Loan,  including but not
limited to, the acquisition or sale of a Mortgaged  Property acquired by deed in
lieu  of  foreclosure,  (ii)  the  bankruptcy  of  the  Trust  Fund,  (iii)  the
termination  of any REMIC  pursuant  to Article IX of this  Agreement  or (iv) a
purchase of Mortgage Loans  pursuant to Article II or III of this  Agreement) or
acquire  any assets for any REMIC or sell or dispose of any  investments  in the
Custodial   Account  or  the  Certificate   Account  for  gain,  or  accept  any
contributions  to any REMIC  after the Closing  Date  unless it has  received an
Opinion of Counsel that such sale, disposition, substitution or acquisition will
not (a) affect  adversely the status of any of REMIC I or REMIC II 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 Depositor,  the
REMIC  Administrator  and the Master Servicer for any taxes and costs including,
without limitation,  any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the
Trustee's  covenants  set forth in Article  VIII or this Article X. In the event
that  Residential  Funding is no longer the Master  Servicer,  the Trustee shall
indemnify


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Residential Funding for any taxes and costs including,  without limitation,  any
reasonable  attorneys  fees imposed on or incurred by  Residential  Funding as a
result of a breach of the Trustee's  covenants set forth in Article VIII or this
Article X.

        (b) The REMIC  Administrator  agrees to  indemnify  the Trust Fund,  the
Depositor,  the  Master  Servicer  and the  Trustee  for  any  taxes  and  costs
(including,  without limitation,  any reasonable  attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor,  the Master  Servicer or the Trustee,
as a result of a breach of the REMIC Administrator's covenants set forth in this
Article  X with  respect  to  compliance  with the REMIC  Provisions,  including
without  limitation,  any penalties arising from the Trustee's  execution of Tax
Returns  prepared by the REMIC  Administrator  that contain errors or omissions;
provided,  however,  that such  liability will not be imposed to the extent such
breach is a result of an error or omission in information  provided to the REMIC
Administrator by the Master Servicer in which case Section 10.02(c) will apply.

        (c) The  Master  Servicer  agrees  to  indemnify  the  Trust  Fund,  the
Depositor,  the  REMIC  Administrator  and the  Trustee  for any taxes and costs
(including,  without limitation,  any reasonable  attorneys' fees) imposed on or
incurred by the Trust  Fund,  the  Depositor  or the  Trustee,  as a result of a
breach of the  Master  Servicer's  covenants  set forth in this  Article X or in
Article III with  respect to  compliance  with the REMIC  Provisions,  including
without  limitation,  any penalties arising from the Trustee's  execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.




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                                          ARTICLE XI

                                   MISCELLANEOUS PROVISIONS

        Section  11.01       Amendment.

        (a) This  Agreement or any Custodial  Agreement may be amended from time
to time by the Depositor, the Master Servicer and the Trustee:

               (i) to cure any ambiguity,

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

               (iii) to modify,  eliminate  or add to any of its  provisions  to
        such  extent  as  shall  be  necessary  or  desirable  to  maintain  the
        qualification  of REMIC I or REMIC II as REMICs  at all  times  that any
        Certificate  is  outstanding  or to  avoid or  minimize  the risk of the
        imposition  of any tax on the Trust Fund pursuant to the Code that would
        be a claim  against  the  Trust  Fund,  provided  that the  Trustee  has
        received  an Opinion of  Counsel to the effect  that (A) such  action is
        necessary  or desirable to maintain  such  qualification  or to avoid or
        minimize the risk of the  imposition of any such tax and (B) such action
        will not adversely  affect in any material  respect the interests of any
        Certificateholder,

               (iv) to change  the timing  and/or  nature of  deposits  into the
        Custodial  Account or the  Certificate  Account or to change the name in
        which  the  Custodial  Account  is  maintained,  provided  that  (A) the
        Certificate  Account  Deposit  Date  shall in no event be later than the
        related Distribution Date, (B) such change shall not, as evidenced by an
        Opinion  of  Counsel,  adversely  affect  in any  material  respect  the
        interests of any  Certificateholder and (C) such change shall not result
        in a reduction of the rating assigned to any Class of Certificates below
        the lower of the  then-current  rating or the  rating  assigned  to such
        Certificates  as of the Closing Date, as evidenced by a letter from each
        Rating Agency to such effect,

               (v) to  modify,  eliminate  or add to the  provisions  of Section
        5.02(f) or any other provision hereof restricting  transfer of the Class
        R Certificates by virtue of their being the "residual  interests" in the
        Trust Fund  provided  that (A) such change shall not result in reduction
        of the rating assigned to any such Class of Certificates below the lower
        of the then- current rating or the rating assigned to such  Certificates
        as of the Closing Date, as evidenced by a letter from each Rating Agency
        to such  effect,  and (B) such  change  shall not,  as  evidenced  by an
        Opinion of Counsel  (at the  expense of the party  seeking so to modify,
        eliminate  or add such  provisions),  cause the Trust Fund or any of the
        Certificateholders  (other  than  the  transferor)  to be  subject  to a
        federal  tax caused by a transfer  to a Person  that is not a  Permitted
        Transferee, or



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               (vi) to make any other  provisions  with  respect  to  matters or
        questions arising under this Agreement or such Custodial Agreement which
        shall  not be  materially  inconsistent  with  the  provisions  of  this
        Agreement,  provided  that such  action  shall not, as  evidenced  by an
        Opinion  of  Counsel,  adversely  affect  in any  material  respect  the
        interests of any  Certificateholder and is authorized or permitted under
        Section 11.09(d).

        (b) This  Agreement or any Custodial  Agreement may also be amended from
time to time by the Depositor,  the Master Servicer, the Trustee and the Holders
of Certificates  evidencing in the aggregate not less than 66% of the Percentage
Interests  of each Class of  Certificates  affected  thereby  for the purpose of
adding any  provisions  to or changing in any manner or  eliminating  any of the
provisions of this Agreement or such Custodial  Agreement or of modifying in any
manner  the rights of the  Holders  of  Certificates  of such  Class;  provided,
however, that no such amendment shall:

               (i)  reduce in any  manner the amount of, or delay the timing of,
        payments which are required to be distributed on any Certificate without
        the consent of the Holder of such Certificate,

               (ii) adversely affect in any material respect the interest of the
        Holders of Certificates of any Class in a manner other than as described
        in clause (i) hereof without the consent of Holders of  Certificates  of
        such  Class  evidencing,   as  to  such  Class,   Percentage   Interests
        aggregating not less than 66%, or

               (iii) reduce the  aforesaid  percentage  of  Certificates  of any
        Class  the  Holders  of  which  are  required  to  consent  to any  such
        amendment,  in any such case  without  the consent of the Holders of all
        Certificates of such Class then outstanding.

        (c)  Notwithstanding  any  contrary  provision  of this  Agreement,  the
Trustee  shall not consent to any  amendment to this  Agreement  unless it shall
have first  received an Opinion of Counsel (at the expense of the party  seeking
such  amendment) to the effect that such  amendment or the exercise of any power
granted to the Master Servicer,  the Depositor or the Trustee in accordance with
such amendment is permitted hereunder and will not result in the imposition of a
federal tax on the Trust Fund or cause REMIC I or REMIC II to fail to qualify as
REMICs at any time that any  Certificate  is  outstanding.  The  Trustee may but
shall not be obligated to enter into any amendment pursuant to this Section that
affects its rights,  duties and  immunities  and this  agreement  or  otherwise;
provided however, such consent shall not be unreasonably withheld.

        (d) Promptly after the execution of any such amendment the Trustee shall
furnish  written  notification  of the  substance  of  such  amendment  to  each
Certificateholder.   It   shall   not  be   necessary   for   the   consent   of
Certificateholders  under this Section 11.01 to approve the  particular  form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance  thereof.  The manner of obtaining such consents and of evidencing
the  authorization  of the  execution  thereof  by  Certificateholders  shall be
subject to such reasonable regulations as the Trustee may prescribe.



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        (e) The  Depositor  shall have the option,  in its sole  discretion,  to
obtain and deliver to the Trustee any corporate  guaranty,  payment  obligation,
irrevocable  letter  of  credit,   surety  bond,  insurance  policy  or  similar
instrument or a reserve  fund,  or any  combination  of the  foregoing,  for the
purpose of protecting the Holders of the Class R Certificates against any or all
Realized Losses or other  shortfalls.  Any such instrument or fund shall be held
by the Trustee for the benefit of the Class R Certificateholders,  but shall not
be and shall not be deemed to be under any circumstances  included in REMIC I or
REMIC II. 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 or REMIC  II to fail to  qualify  as a REMIC at any time
that any Certificate is outstanding.  In the event that the Depositor  elects to
provide  such  coverage  in the form of a limited  guaranty  provided by General
Motors  Acceptance  Corporation,  the  Depositor may elect that the text of such
amendment to this Agreement shall be  substantially  in the form attached hereto
as Exhibit K (in which case Residential Funding's  Subordinate  Certificate Loss
Obligation  as described in such exhibit  shall be  established  by  Residential
Funding's  consent to such  amendment)  and that the limited  guaranty  shall be
executed  in the form  attached  hereto as Exhibit  L, with such  changes as the
Depositor shall deem to be appropriate; it being understood that the Trustee has
reviewed and approved the content of such forms and that the  Trustee's  consent
or approval to the use thereof is not required.

        Section  11.02       Recordation of Agreement; Counterparts.
                             --------------------------------------

        (a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all  appropriate  public offices for real property  records in
all the counties or other  comparable  jurisdictions  in which any or all of the
properties  subject to the Mortgages are situated,  and in any other appropriate
public  recording  office or elsewhere,  such  recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee  (pursuant to the
request of the  Holders of  Certificates  entitled to at least 25% of the Voting
Rights),  but only upon  direction  accompanied  by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the


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interests of the Certificateholders.

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

        Section  11.03       Limitation on Rights of Certificateholders.
                             ------------------------------------------

        (a) The death or incapacity of any  Certificateholder  shall not operate
to   terminate   this   Agreement   or  the  Trust  Fund,   nor   entitle   such
Certificateholder's  legal representatives or heirs to claim an accounting or to
take any action or  proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights,  obligations and liabilities of any
of the parties hereto.

        (b) No  Certificateholder  shall  have  any  right  to vote  (except  as
expressly  provided herein) or in any manner otherwise control the operation and
management  of the Trust Fund, or the  obligations  of the parties  hereto,  nor
shall anything herein set forth, or contained in the terms of the  Certificates,
be construed so as to  constitute  the  Certificateholders  from time to time as
partners or members of an association;  nor shall any Certificateholder be under
any  liability  to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

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



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        Section  11.04       Governing Law.

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

        Section  11.05       Notices.
                             -------

        All  demands  and  notices  hereunder  shall be in writing  and shall be
deemed  to have  been  duly  given  if  personally  delivered  at or  mailed  by
registered mail,  postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor,  8400 Normandale Lake Boulevard,  Suite 250,  Minneapolis,  Minnesota
55437,  Attention:  President  (RAMP), or such other address as may hereafter be
furnished to the Master  Servicer  and the Trustee in writing by the  Depositor;
(b) in the case of the Master  Servicer,  2255 North  Ontario  Street,  Burbank,
California 91504-3120,  Attention:  Bond Administration or such other address as
may be  hereafter  furnished  to the  Depositor  and the  Trustee  by the Master
Servicer in writing; (c) in the case of the Trustee, 1761 East St. Andrew Place,
Santa Ana, California 92705, Attention: Residential Asset Mortgage Products Inc.
Series  2003-RM1 or such other  address as may  hereafter  be  furnished  to the
Depositor and the Master Servicer in writing by the Trustee;  (d) in the case of
Fitch, One State Street Plaza, New York, New York 1004,  Attention:  Residential
Mortgage  Backed Group,  or such other address as may be hereafter  furnished to
the Depositor,  the Trustee and the Master Servicer in writing by Fitch; and (e)
in the case of S&P,  55 Water  Street,  New  York,  New York  10041,  Attention:
Mortgage  Surveillance,  or such other address as may be hereafter  furnished to
the Depositor, the Trustee and the Master Servicer in writing by S&P. Any notice
required  or  permitted  to be mailed to a  Certificateholder  shall be given by
first class mail, postage prepaid, at the address of such holder as shown in the
Certificate  Register.  Any notice so mailed within the time  prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.

        Section  11.06       Notices to Rating Agencies.

        The Depositor, the Master Servicer or the Trustee, as applicable,  shall
notify each Rating Agency and each  Subservicer  at such time as it is otherwise
required  pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (i), (ii), (iii),  (iv), (vii),  (viii),  (ix) or
(x) below or  provide  a copy to each  Rating  Agency at such time as  otherwise
required to be delivered  pursuant to this  Agreement  of any of the  statements
described in clauses (x) and (vi) below:

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

               (ii) the occurrence of an Event of Default,

               (iii)  the  termination  or  appointment  of a  successor  Master
Servicer or Trustee or


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        a change in the majority ownership of the Trustee,

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

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

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

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

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

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

               (x) the repurchase of or substitution for any Mortgage Loan,

provided,  however,  that with respect to notice of the occurrence of the events
described in clauses (iv),  (vii) or (viii)  above,  the Master  Servicer  shall
provide prompt  written notice to each Rating Agency and the  Subservicer of any
such event known to the Master Servicer.

        Section  11.07       Severability of Provisions.

        If any one or more of the covenants, agreements,  provisions or terms of
this  Agreement  shall be for any  reason  whatsoever  held  invalid,  then such
covenants,  agreements,  provisions or terms shall be deemed  severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or  enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

        Section  11.08       Supplemental Provisions for Resecuritization.
                             --------------------------------------------

        (a) This  Agreement  may be  supplemented  by means of the addition of a
separate  Article  hereto  (a   "Supplemental   Article")  for  the  purpose  of
resecuritizing  any of the Certificates  issued  hereunder,  under the following
circumstances.  With  respect  to any Class or Classes  of  Certificates  issued
hereunder, or any portion of any such Class, as to which the Depositor or any of
its  Affiliates  (or  any  designee  thereof)  is  the  registered  Holder  (the
"Resecuritized  Certificates"),  the  Depositor  may deposit such  Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial  arrangement (a
"Restructuring  Vehicle") to be held by the Trustee  pursuant to a  Supplemental
Article.  The instrument adopting such Supplemental Article shall be executed by
the Depositor, the


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Master Servicer and the Trustee;  provided, that neither the Master Servicer nor
the Trustee shall withhold their consent thereto if their  respective  interests
would not be materially adversely affected thereby. To the extent that the terms
of the  Supplemental  Article do not in any way affect  any  provisions  of this
Agreement as to any of the Certificates initially issued hereunder, the adoption
of the  Supplemental  Article  shall  not  constitute  an  "amendment"  of  this
Agreement.

        Each  Supplemental  Article  shall set forth  all  necessary  provisions
relating to the holding of the  Resecuritized  Certificates by the Trustee,  the
establishment of the  Restructuring  Vehicle,  the issuing of various classes of
new certificates by the  Restructuring  Vehicle and the distributions to be made
thereon,  and  any  other  provisions  necessary  to the  purposes  thereof.  In
connection with each  Supplemental  Article,  the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the  Restructuring  Vehicle
will  qualify as a REMIC,  grantor  trust,  FASIT or other entity not subject to
taxation  for  federal  income  tax  purposes  and  (ii)  the  adoption  of  the
Supplemental  Article will not endanger the status of any of REMIC I or REMIC II
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.




                                             130

<PAGE>



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


[Seal]                                          RESIDENTIAL    ASSET    MORTGAGE
                                                PRODUCTS, INC.

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



[Seal] RESIDENTIAL FUNDING CORPORATION


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




[Seal]                                          DEUTSCHE   BANK  TRUST   COMPANY
                                                AMERICAS
                                                                  as Trustee

Attest:                                         By:
        ---------------------------------------
        Name:                                           Name:
        Title:                                          Title:

[Seal]


Attest:                                         By:
        ---------------------------------------    -----------------------------
        Name:                                           Name:
        Title:                                          Title:





<PAGE>



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

        On the 28th day of March,  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]





<PAGE>



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

        On the 28th day of March,  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]




<PAGE>



STATE OF CALIFORNIA                 )
                                    ) ss.:
COUNTY OF ORANGE                    )

        On the 28th day of March,  2003,  before me, a notary  public in and for
said  State,  personally  appeared  __________________,  known  to me to be a/an
_________________  of  Deutsche  Bank Trust  Company  Americas,  the entity that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed it on behalf of said banking  entity and  acknowledged  to me that such
banking entity executed the within instrument.

               IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                    Notary Public






<PAGE>


STATE OF CALIFORNIA                 )
                                    ) ss.:
COUNTY OF ORANGE                    )

        On the 28th day of March,  2003,  before me, a notary  public in and for
said  State,  personally  appeared  __________________,  known  to me to be a/an
_________________  of  Deutsche  Bank Trust  Company  Americas,  the entity that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed it on behalf of said banking  entity and  acknowledged  to me that such
banking entity executed the within instrument.

               IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                    Notary Public




<PAGE>


                                    EXHIBIT A

                           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.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO DEPOSITOR OR
ITS  AGENT  FOR  REGISTRATION  OF  TRANSFER,   EXCHANGE,  OR  PAYMENT,  AND  ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO  CEDE  & CO.  OR TO  SUCH  OTHER  ENTITY  AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.





<PAGE>


<TABLE>
<CAPTION>


<S>                                             <C>
Class A-[___] Certificates                      No. ___
                                                [___]% Pass-Through Rate
Date of Pooling and Servicing Agreement         Percentage Interest: 100%
and Cut-off Date:
March 1, 2003
First Distribution Date:                        Aggregate Initial [Certificate Principal
April 25, 2003                                  Balance] [Notional Amount] of the Class A-
                                                [___] Certificates: $_______________
Master Servicer:                                Initial [Certificate Principal Balance] [Notional
Residential Funding Corporation                 Amount] of this Class A-[___] Certificate:
                                                $_______________
Final Scheduled Distribution Date:              $_______________
February 25, 2033
Maturity Date:                                  CUSIP ___________
March 25, 2033
</TABLE>


                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2003-RM1

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 one- to four-family fixed 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 Cede & Co. 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  one- to
four-family  fixed  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 Deutsche Bank Trust Company



<PAGE>



Americas,  as trustee  (the  "Trustee"),  a summary of certain of the  pertinent
provisions of which is set forth  hereafter.  To the extent not defined  herein,
the capitalized  terms used herein have the meanings  assigned in the Agreement.
This  Certificate  is issued under and is subject to the terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered at the close of business [on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month  immediately  preceding  the  month of such  distribution][so  long as the
Certificate  is a  Book-Entry  Certificate)  on the  Business  Day  prior to the
related  Distribution  Date] (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][Notional Amount] 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").

        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



<PAGE>



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  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



<PAGE>



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 to (i) purchase at a price determined
as provided in the  Agreement  all  remaining  Mortgage  Loans and all  property
acquired in respect of any Mortgage Loan or (ii)  purchase in whole,  but not in
part, all of the Certificates from the Holders thereof;  provided, that any such
option may only be exercised if the 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.





<PAGE>



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

                                            DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS,
                                   as Trustee


                                            By:
                                                   Authorized Signatory

Dated: March 28, 2003

                          CERTIFICATE OF AUTHENTICATION

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

                                            DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS,
                                            as Certificate Registrar


                                            By:
                                                   Authorized Signatory





<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 B-1

                               FORM OF CLASS M-[__] CERTIFICATE

        THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF  PAYMENT TO THE CLASS A
[AND]  CLASS R[,  CLASS M-1 AND CLASS  M-2]  CERTIFICATES  AS  DESCRIBED  IN THE
AGREEMENT (AS DEFINED BELOW).

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

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION  ("DTC"),  TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE,  OR PAYMENT,  AND ANY CERTIFICATE
ISSUED  IS  REGISTERED  IN THE NAME OF CEDE & CO.  OR IN SUCH  OTHER  NAME AS IS
REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY PAYMENT IS MADE TO
CEDE  &  CO.  OR  TO  SUCH  OTHER  ENTITY  AS  IS  REQUESTED  BY  AN  AUTHORIZED
REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS  CERTIFICATE (OR INTEREST HEREIN) THAT
EITHER (A) SUCH TRANSFEREE IS NOT AN INVESTMENT  MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY PLAN, OR ANY OTHER PERSON,  ACTING,  DIRECTLY OR  INDIRECTLY,  ON
BEHALF OF OR PURCHASING ANY CERTIFICATE  WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN
INVESTOR"),  (B) IT HAS ACQUIRED AND IS HOLDING SUCH  CERTIFICATE IN RELIANCE ON
PROHIBITED  TRANSACTION  EXEMPTION  ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29,
1994),  AS AMENDED BY PTE 97-34,  62 FED. REG.  39021 (JULY 21,  1997),  AND PTE
2000-58, 65 FED. REG. 67765 (NOVEMBER 13, 2000) (THE "RFC EXEMPTION"),  AND THAT
IT UNDERSTANDS THAT THERE ARE CERTAIN  CONDITIONS TO THE AVAILABILITY OF THE RFC
EXEMPTION  INCLUDING  THAT  SUCH  CERTIFICATE  MUST  BE  RATED,  AT THE  TIME OF
PURCHASE,  NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH
OR MOODY'S OR (C)(I) THE TRANSFEREE IS AN INSURANCE COMPANY,  (II) THE SOURCE OF
FUNDS TO BE USED BY IT TO PURCHASE  THE  CERTIFICATE  IS AN  "INSURANCE  COMPANY
GENERAL  ACCOUNT"  (WITHIN THE  MEANING OF U.S  DEPARTMENT  OF LABOR  PROHIBITED
TRANSACTION CLASS EXEMPTION  ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH
IN SECTIONS I AND III OF



<PAGE>



PTCE 95-60 HAVE BEEN  SATISFIED  (EACH ENTITY THAT  SATISFIES THIS CLAUSE (C), A
"COMPLYING INSURANCE COMPANY").

        IF THIS  CERTIFICATE  (OR ANY  INTEREST  HEREIN) IS  ACQUIRED OR HELD IN
VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,  THEN THE LAST PRECEDING
TRANSFEREE  THAT  EITHER  (I)  IS  NOT  A  PLAN  INVESTOR,  (II)  ACQUIRED  SUCH
CERTIFICATE  IN  COMPLIANCE  WITH THE RFC  EXEMPTION  OR  (III)  IS A  COMPLYING
INSURANCE  COMPANY  SHALL BE  RESTORED,  TO THE EXTENT  PERMITTED BY LAW, TO ALL
RIGHTS AND OBLIGATIONS AS CERTIFICATE  OWNER THEREOF  RETROACTIVE TO THE DATE OF
SUCH  TRANSFER OF THIS  CERTIFICATE.  THE TRUSTEE SHALL BE UNDER NO LIABILITY TO
ANY PERSON FOR MAKING ANY PAYMENTS  DUE ON THIS  CERTIFICATE  TO SUCH  PRECEDING
TRANSFEREE.

        ANY PURPORTED  CERTIFICATE  OWNER WHOSE  ACQUISITION  OR HOLDING OF THIS
CERTIFICATE (OR INTEREST  HEREIN) WAS EFFECTED IN VIOLATION OF THE  RESTRICTIONS
IN SECTION  5.02(E) OF THE POOLING AND SERVICING  AGREEMENT  SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY,  THE TRUSTEE,  THE MASTER SERVICER,  ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL  LIABILITIES,  CLAIMS,  COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.





<PAGE>



<TABLE>
<CAPTION>

<S>                                             <C>
Class M-[___] Certificates                      No. ___
                                                [___]% Pass-Through Rate
Date of Pooling and Servicing Agreement         Percentage Interest: 100%
and Cut-off Date:
March 1, 2003
First Distribution Date:                        Aggregate Initial [Certificate Principal
April 25, 2003                                  Balance] of the Class M-[___] Certificates:
                                                $_______________
Master Servicer:                                Initial [Certificate Principal Balance] of this
Residential Funding Corporation                 Class M-[___] Certificate:
                                                $_______________
Final Scheduled Distribution Date:
February 25, 2033
Maturity Date:                                  CUSIP ___________
March 25, 2033
</TABLE>


                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2003-RM1

evidencing a  percentage  interest in the  distributions  allocable to the Class
M-[__] Certificates with respect to a Trust Fund consisting  primarily of a pool
of one- to four-family  fixed  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 Cede & Co. 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  one- to
four-family fixed 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).



<PAGE>



        The Trust Fund was created pursuant to a Pooling and Servicing Agreement
dated as  specified  above (the  "Agreement")  among the  Depositor,  the Master
Servicer and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), a
summary of certain of the pertinent  provisions of which is set forth hereafter.
To the extent not defined  herein,  the  capitalized  terms used herein have the
meanings  assigned in the  Agreement.  This  Certificate  is issued under and is
subject to the terms,  provisions  and  conditions  of the  Agreement,  to which
Agreement  the Holder of this  Certificate  by virtue of the  acceptance  hereof
assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
from the Available  Distribution Amount in an amount equal to the product of the
Percentage  Interest  evidenced by this  Certificate and the amount (of interest
and  principal,  if any)  required to be  distributed  to Holders of Class M-[ ]
Certificates on such Distribution Date.

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

        Notwithstanding  the above,  the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that  purpose in the City and State of New York.  The Initial
Certificate  Principal  Balance  of this  Certificate  is set forth  above.  The
Certificate  Principal  Balance  hereof  will be  reduced  to the  extent of the
distributions allocable to principal and any Realized Losses allocable hereto.

        As described above, no transfer of this Class M Certificate will be made
unless  (i)  the  Trustee  has  received  either  an  opinion  of  counsel  or a
representation  letter,  each as  described  in the  Agreement,  relating to the
permissibility  of such  transfer  under ERISA and Section 4975 of the Code,  or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made  representations  relating to the  permissibility of such
transfer  under  ERISA and Section  4975 of the Code,  as  described  in Section
5.02(f) of the Agreement.  In addition,  any purported  Certificate  Owner whose
acquisition or holding of this  Certificate (or interest herein) was effected in
violation  of  the  restrictions  in  Section  5.02(f)  of the  Agreement  shall
indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any
Subservicer,  and the  Trust  Fund  from and  against  any and all  liabilities,
claims,  costs  or  expenses  incurred  by  such  parties  as a  result  of such
acquisition or holding.

        This  Certificate  is one of a duly  authorized  issue  of  Certificates
issued in several Classes



<PAGE>



designated as Mortgage Pass-Through  Certificates of the Series specified hereon
(herein collectively called the "Certificates").

        The Certificates are limited in right of payment to certain  collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the  Agreement.  In the event Master  Servicer  funds are advanced
with respect to any Mortgage Loan,  such advance is  reimbursable  to the Master
Servicer,  to the extent provided in the Agreement,  from related  recoveries on
such  Mortgage  Loan or from other cash that  would have been  distributable  to
Certificateholders.

        As provided in the  Agreement,  withdrawals  from the Custodial  Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the  Master  Servicer  from  time to time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement  to the  Depositor  and the Master  Servicer of advances  made, or
certain expenses incurred, by either of them.

        The Agreement permits,  with certain  exceptions  therein provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the  Depositor,  the  Master  Servicer  and the  Trustee  and the  rights of the
Certificateholders  under the Agreement at any time by the Depositor, the Master
Servicer  and the  Trustee  with the  consent  of the  Holders  of  Certificates
evidencing  in the aggregate  not less than 66% of the  Percentage  Interests of
each Class of Certificates  affected thereby.  Any such consent by the Holder of
this  Certificate  shall be  conclusive  and binding on such Holder and upon all
future  holders  of this  Certificate  and of any  Certificate  issued  upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the  Certificate.  The  Agreement  also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain  additional  circumstances,  without the
consent of the Holders of certain Classes of Certificates.

        As provided in the Agreement and subject to certain  limitations therein
set forth,  the transfer of this  Certificate is registrable in the  Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or agencies  appointed by the Trustee in the City and State of New York,
duly  endorsed by, or  accompanied  by an  assignment in the form below or other
written  instrument  of  transfer  in form  satisfactory  to the Trustee and the
Certificate  Registrar  duly  executed  by the  Holder  hereof or such  Holder's
attorney duly authorized in writing,  and thereupon one or more new Certificates
of authorized  denominations  evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.

        The  Certificates are issuable only as registered  Certificates  without
coupons in Classes and in denominations  specified in the Agreement. As provided
in  the  Agreement  and  subject  to  certain  limitations  therein  set  forth,
Certificates are  exchangeable for new Certificates of authorized  denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

        No service charge will be made for any such  registration of transfer or
exchange,  but the Trustee may require  payment of a sum sufficient to cover any
tax or other governmental charge



<PAGE>



payable in connection therewith.

        The  Depositor,  the Master  Servicer,  the Trustee and the  Certificate
Registrar and any agent of the Depositor,  the Master  Servicer,  the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor,  the
Master  Servicer,  the Trustee nor any such agent shall be affected by notice to
the contrary.

        This  Certificate  shall be governed by and construed in accordance with
the laws of the State of New York.

        The obligations  created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last Mortgage Loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the  Depositor  from the  Trust  Fund of all  remaining  Mortgage  Loans and all
property  acquired in respect of such Mortgage  Loans,  thereby  effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Master  Servicer  to (i)  purchase  at a price  determined  as  provided  in the
Agreement all remaining  Mortgage Loans and all property  acquired in respect of
any  Mortgage  Loan or (ii)  purchase  in  whole,  but not in  part,  all of the
Certificates from the Holders thereof;  provided,  that any such option may only
be exercised if the 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.





<PAGE>



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

                                            DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS,
                                   as Trustee


                                            By:
                                                   Authorized Signatory

Dated: March 28, 2003

                          CERTIFICATE OF AUTHENTICATION

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

                                            DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS,
                                            as Certificate Registrar


                                            By:
                                                   Authorized Signatory




<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 B-2

                               FORM OF CLASS B-[__] CERTIFICATE

        THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF PAYMENT TO THE CLASS A,
CLASS R [AND] CLASS M[,  CLASS B-1 AND CLASS B-2]  CERTIFICATES  AS DESCRIBED IN
THE AGREEMENT (AS DEFINED BELOW).

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

        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



<PAGE>



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




<PAGE>



<TABLE>
<CAPTION>


<S>                                             <C>
Class B-[___] Certificates                      No. ___
                                                [___]% Pass-Through Rate
Date of Pooling and Servicing Agreement         Percentage Interest 100%
and Cut-off Date:
March 1, 2003
First Distribution Date:                        Aggregate Initial [Certificate Principal
April 25, 2003                                  Balance] of the Class B-[___] Certificates:
                                                $_______________
Master Servicer:                                Initial [Certificate Principal Balance] of this
Residential Funding Corporation                 Class B-[___] Certificate:
                                                $_______________
Final Scheduled Distribution Date:
February 25, 2033
Maturity Date:                                  CUSIP ___________
March 25, 2033
</TABLE>

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2003-RM1

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




<PAGE>



        The Trust Fund was created pursuant to a Pooling and Servicing Agreement
dated as  specified  above (the  "Agreement")  among the  Depositor,  the Master
Servicer and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), a
summary of certain of the pertinent  provisions of which is set forth hereafter.
To the extent not defined  herein,  the  capitalized  terms used herein have the
meanings  assigned in the  Agreement.  This  Certificate  is issued under and is
subject to the terms,  provisions  and  conditions  of the  Agreement,  to which
Agreement  the Holder of this  Certificate  by virtue of the  acceptance  hereof
assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
from the Available  Distribution Amount in an amount equal to the product of the
Percentage  Interest  evidenced by this  Certificate and the amount (of interest
and  principal,  if any)  required to be  distributed  to Holders of Class B[__]
Certificates on such Distribution Date.

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

        Notwithstanding  the above,  the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that  purpose in the City and State of New York.  The Initial
Certificate  Principal  Balance  of this  Certificate  is set forth  above.  The
Certificate  Principal  Balance  hereof  will be  reduced  to the  extent of the
distributions allocable to principal and any Realized Losses allocable hereto.No
transfer of this Class B-[__]  Certificate  will be made unless such transfer is
exempt from the  registration  requirements  of the  Securities  Act of 1933, as
amended,  and any applicable state securities laws or is made in accordance with
said Act and laws.  In the event  that such a  transfer  is to be made,  (i) the
Trustee or the Depositor may require an opinion of counsel  acceptable to and in
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



<PAGE>



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. In lieu of
such Opinion of Counsel, a Plan, any Person acting,  directly or indirectly,  on
behalf of any such  Plan or any  Person  acquiring  this  Certificate  with Plan
Assets of a Plan may  provide a  certification  in the form of  Exhibit O to the
Agreement,   which  the  Trustee  may  rely  upon  without  further  inquiry  or
investigation.

        This  Certificate  is one of a duly  authorized  issue  of  Certificates
issued in several Classes  designated as Mortgage  Pass-Through  Certificates of
the Series specified hereon (herein collectively called the "Certificates").

        The Certificates are limited in right of payment to certain  collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the  Agreement.  In the event Master  Servicer  funds are advanced
with respect to any Mortgage Loan,  such advance is  reimbursable  to the Master
Servicer,  to the extent provided in the Agreement,  from related  recoveries on
such  Mortgage  Loan or from other cash that  would have been  distributable  to
Certificateholders.

        As provided in the  Agreement,  withdrawals  from the Custodial  Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the  Master  Servicer  from  time to time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement  to the  Depositor  and the Master  Servicer of advances  made, or
certain expenses incurred, by either of them.

        The Agreement permits,  with certain  exceptions  therein provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the  Depositor,  the  Master  Servicer  and the  Trustee  and the  rights of the
Certificateholders  under the Agreement at any time by the Depositor, the Master
Servicer  and the  Trustee  with the  consent  of the  Holders  of  Certificates
evidencing  in the aggregate  not less than 66% of the  Percentage  Interests of
each Class of Certificates  affected thereby.  Any such consent by the Holder of
this  Certificate  shall be  conclusive  and binding on such Holder and upon all
future  holders  of this  Certificate  and of any  Certificate  issued  upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the  Certificate.  The  Agreement  also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain  additional  circumstances,  without the
consent of the Holders of certain Classes of Certificates.

        As provided in the Agreement and subject to certain  limitations therein
set forth,  the transfer of this  Certificate is registrable in the  Certificate
Register upon surrender of this Certificate for



<PAGE>



registration of transfer at the offices or agencies  appointed by the Trustee in
the  City and  State  of New  York,  duly  endorsed  by,  or  accompanied  by an
assignment  in the form below or other  written  instrument  of transfer in form
satisfactory to the Trustee and the  Certificate  Registrar duly executed by the
Holder  hereof  or such  Holder's  attorney  duly  authorized  in  writing,  and
thereupon one or more new  Certificates of authorized  denominations  evidencing
the  same  Class  and  aggregate  Percentage  Interest  will  be  issued  to the
designated transferee or transferees.

        The  Certificates are issuable only as registered  Certificates  without
coupons in Classes and in denominations  specified in the Agreement. As provided
in  the  Agreement  and  subject  to  certain  limitations  therein  set  forth,
Certificates are  exchangeable for new Certificates of authorized  denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

        No service charge will be made for any such  registration of transfer or
exchange,  but the Trustee may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        The  Depositor,  the Master  Servicer,  the Trustee and the  Certificate
Registrar and any agent of the Depositor,  the Master  Servicer,  the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor,  the
Master  Servicer,  the Trustee nor any such agent shall be affected by notice to
the contrary.

        This  Certificate  shall be governed by and construed in accordance with
the laws of the State of New York.

        The obligations  created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last 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
Certificates.  The Agreement permits,  but does not require, the Master Servicer
to (i) purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole,  but not in part,  all of the  Certificates  from the Holders
thereof;  provided,  that any such option may only be exercised if the 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.



<PAGE>



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

                                            DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS,
                                   as Trustee


                                            By:
                                                   Authorized Signatory

Dated: March 28, 2003

                          CERTIFICATE OF AUTHENTICATION

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

                                            DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS,
                                            as Certificate Registrar


                                            By:
                                                   Authorized Signatory





<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-I] [R-II] 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  CLASS  [R-I]  [R-II]  CERTIFICATE  IS  SUBORDINATE  TO THE CLASS A
CERTIFICATES, TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT.

        THIS  CERTIFICATE  MAY  NOT BE HELD BY OR  TRANSFERRED  TO A  NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

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

        NO TRANSFER OF THIS  CERTIFICATE  MAY BE MADE TO ANY PERSON,  UNLESS THE
TRANSFEREE  PROVIDES EITHER A  CERTIFICATION  PURSUANT TO SECTION 5.02(F) 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



<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.




<PAGE>



<TABLE>
<CAPTION>


<S>                                                 <C>
Class R-[___] Certificates                      No. 1
                                                [___%] Pass-Through Rate
Date of Pooling and Servicing Agreement         Percentage Interest 100%
and Cut-off Date:
March 1, 2003
First Distribution Date:                        Aggregate Initial [Certificate Principal
April 25, 2003                                  Balance] of the Class R-[___] Certificates:
                                                $_______________
Master Servicer:                                Initial [Certificate Principal Balance] of this
Residential Funding Corporation                 Class R-[___] Certificate:
                                                $_______________
Final Scheduled Distribution Date:
February 25, 2033
Maturity Date:                                  CUSIP ___________
March 25, 2033
</TABLE>

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2003-RM1

evidencing a  percentage  interest in any  distributions  allocable to the Class
[R-I] [R- II] Certificates  with respect to the Trust Fund consisting  primarily
of a pool of one- to four-family  fixed interest rate, first lien mortgage loans
sold by RESIDENTIAL 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 one- to four-family
fixed 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 Deutsche Bank Trust Company



<PAGE>



Americas,  as trustee  (the  "Trustee"),  a summary of certain of the  pertinent
provisions of which is set forth  hereafter.  To the extent not defined  herein,
the capitalized  terms used herein have the meanings  assigned in the Agreement.
This  Certificate  is issued under and is subject to the terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
from the related Available Distribution Amount in an amount equal to the product
of the  Percentage  Interest  evidenced  by this  Certificate  and the amount of
interest and principal, if any, required to be distributed to Holders of Class R
Certificates on such Distribution Date.

        Each  Holder of this  Certificate  will be  deemed to have  agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United  States  Person and a  Permitted  Transferee,  (ii) the  transfer  of any
Ownership  Interest in this Certificate will be conditioned upon the delivery to
the Trustee of,  among other  things,  an  affidavit  to the effect that it is a
United States Person and Permitted Transferee,  (iii) any attempted or purported
transfer of any  Ownership  Interest in this  Certificate  in  violation of such
restrictions  will be  absolutely  null and void and will  vest no rights in the
purported  transferee,  and (iv) if any person other than a United States Person
and a Permitted  Transferee  acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate,  to
sell this  Certificate  to a purchaser  selected by the Master  Servicer,  which
purchaser may be the Master  Servicer,  or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.

        Notwithstanding  the above,  the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this   Certificate  may  have  additional   obligations  with  respect  to  this
Certificate, including tax liabilities.

        No transfer of this  Certificate or any interest herein shall be made to
any Plan  subject  to ERISA or  Section  4975 of the Code,  any  Person  acting,
directly or indirectly,  on behalf of any such Plan or any Person acquiring such
Certificates  with "plan assets" of a Plan within the meaning of the  Department
of Labor  regulation  promulgated  at 29 C.F.R.  ss.2510.3-101  ("Plan  Assets")
unless 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



<PAGE>



Servicer,  the  Trustee  or the  Trust  Fund  to  any  obligation  or  liability
(including  obligations or liabilities  under ERISA or Section 4975 of the Code)
in addition to those undertaken in the Agreement, which Opinion of Counsel shall
not be an expense of the  Depositor,  the Master  Servicer,  the  Trustee or the
Trust Fund.  In lieu of such  Opinion of  Counsel,  a Plan,  any Person  acting,
directly or indirectly,  on behalf of any such Plan or any Person acquiring this
Certificate  with Plan Assets of a Plan may provide a certification  in the form
of  paragraph  fourteen of Exhibit H-1 to the  Agreement,  which the Trustee may
rely upon without further inquiry or investigation.

        This  Certificate  is one of a duly  authorized  issue  of  Certificates
issued in several  Classes  designated  as  Mortgage  Asset-Backed  Pass-Through
Certificates  of the Series  specified  hereon (herein  collectively  called the
"Certificates").

        The Certificates are limited in right of payment to certain  collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the  Agreement.  In the event Master  Servicer  funds are advanced
with respect to any Mortgage Loan,  such advance is  reimbursable  to the Master
Servicer,  to the extent provided in the Agreement,  from related  recoveries on
such  Mortgage  Loan or from other cash that  would have been  distributable  to
Certificateholders.

        As provided in the  Agreement,  withdrawals  from the Custodial  Account
and/or the Certificate Account created for the benefit of Certificateholders 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.



<PAGE>



        The  Certificates are issuable only as registered  Certificates  without
coupons in Classes and in denominations  specified in the Agreement. As provided
in  the  Agreement  and  subject  to  certain  limitations  therein  set  forth,
Certificates are  exchangeable for new Certificates of authorized  denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

        No service charge will be made for any such  registration of transfer or
exchange,  but the Trustee may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        The  Depositor,  the  Master  Servicer,  the  Trustee,  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 Loans and all property  acquired in respect
of such  Mortgage  Loans,  thereby  effecting  early  retirement  of the related
Certificates.  The Agreement permits,  but does not require, the Master Servicer
to (i) purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole,  but not in part,  all of the  Certificates  from the Holders
thereof;  provided,  that any such option may only be exercised if the 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.





<PAGE>



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

                                            DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS,
                                   as Trustee


                                            By:
                                                   Authorized Signatory

Dated: March 28, 2003

                          CERTIFICATE OF AUTHENTICATION

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

                                            DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS,
                                            as Certificate Registrar


                                            By:
                                                   Authorized Signatory





<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 E

                           FORM OF CUSTODIAL AGREEMENT

               THIS CUSTODIAL  AGREEMENT (as amended and supplemented  from time
to time, the "Agreement"), dated as of March 1, 2003, by and among DEUTSCHE BANK
TRUST COMPANY AMERICAS,  as trustee  (including its successors under the Pooling
Agreement defined below, the "Trustee"),  RESIDENTIAL  ASSET MORTGAGE  PRODUCTS,
INC.,  as company  (together  with any  successor in interest,  the  "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with any successor
in interest or  successor  under the Pooling  Agreement  referred to below,  the
"Master  Servicer") and WELLS FARGO BANK  MINNESOTA,  NATIONAL  ASSOCIATION,  as
custodian  (together  with any successor in interest or any successor  appointed
hereunder, the "Custodian").

                                W I T N E S S E T H T H A T:

               WHEREAS, the Company,  the Master Servicer,  and the Trustee have
entered  into a Pooling  and  Servicing  Agreement,  dated as of March 1,  2003,
relating to the issuance of Residential Asset Mortgage Products,  Inc., Mortgage
Asset-Backed  Pass-Through  Certificates,  Series  2003-RM1 (as in effect on the
date of this  Agreement,  the "Original  Pooling  Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and

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

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

                                    ARTICLE I

                                   Definitions

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

                                   ARTICLE II

                          Custody of Mortgage Documents

    Section 2.1 Custodian to Act as Agent; Acceptance of Mortgage Files. The


                                             -32-

<PAGE>



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

               Section 2.2  Recordation  of  Assignments.  If any Mortgage  File
includes one or more  assignments  of the related  Mortgages to the Trustee that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Company for the purpose of recording it in the appropriate  public office
for real  property  records,  and the Company,  at no expense to the  Custodian,
shall  promptly cause to be recorded in the  appropriate  public office for real
property records each such assignment and, upon receipt thereof from such public
office, shall return each such assignment to the Custodian.

               Section 2.3   Review of Mortgage Files.

               (a) On or prior to the Closing Date, the Custodian  shall deliver
to the Trustee an Initial  Certification  in the form annexed  hereto as Exhibit
One  evidencing  receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule  attached  hereto (the  "Mortgage Loan  Schedule").  The parties hereto
acknowledge that certain documents  referred to in Subsection  2.01(b)(i) of the
Pooling  Agreement  may be  missing  on or  prior to the  Closing  Date and such
missing documents shall be listed as a Schedule to Exhibit One.

               (b) Within 45 days of the initial  issuance of the  Certificates,
the  Custodian  agrees,  for the  benefit  of  Certificateholders,  to review in
accordance  with the  provisions of Section 2.02 of the Pooling  Agreement  each
Mortgage File and to deliver to the Trustee an Interim Certification in the form
annexed  hereto as Exhibit Two to the effect that all  documents  required to be
delivered  pursuant  to  Section  2.01(b)  of the  Pooling  Agreement  have been
executed  and  received and that such  documents  relate to the  Mortgage  Loans
identified on the Mortgage Loan Schedule,  except for any  exceptions  listed on
Schedule A attached to such Interim Certification.  For purposes of such review,
the Custodian  shall compare the following  information in each Mortgage File to
the  corresponding  information  in the  Mortgage  Loan  Schedule:  (i) the loan
number,  (ii) the borrower name and (iii) the original  principal  balance.  The
Custodian  shall be under no duty or  obligation  to inspect,  review or examine
said documents, instruments,  certificates or other papers to determine that the
same are genuine,  enforceable,  or appropriate for the  represented  purpose or
that they have  actually  been  recorded  or that they are other  than what they
purport to be on their face, or that the MIN is accurate.  If in performing  the
review  required  by this  Section  2.3 the  Custodian  finds  any  document  or
documents  constituting  a part of a Mortgage File to be missing or defective in
respect of the items reviewed as described in this Section 2.3(b), the Custodian
shall promptly so notify the Company, the Master Servicer and the Trustee.

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



                                             -33-

<PAGE>



               Upon receipt of written request from the Trustee,  the Company or
the Master  Servicer,  the  Custodian  shall as soon as  practicable  supply the
Trustee  with a list of all of the  documents  relating  to the  Mortgage  Loans
required to be delivered  pursuant to Section  2.01(b) of the Pooling  Agreement
not then contained in the Mortgage Files.

               Section  2.4  Notification  of Breaches  of  Representations  and
Warranties.  If  the  Custodian  discovers,  in the  course  of  performing  its
custodial functions, a breach of a representation or warranty made by the Master
Servicer or the Company as set forth in the Pooling  Agreement with respect to a
Mortgage  Loan  relating to a Mortgage  File,  the  Custodian  shall give prompt
written notice to the Company, the Master Servicer and the Trustee.

               Section 2.5  Custodian to Cooperate:  Release of Mortgage  Files.
Upon the repurchase or  substitution of any Mortgage Loan pursuant to Article II
of the Pooling Agreement or payment in full of any Mortgage Loan, or the receipt
by the Master  Servicer of a notification  that payment in full will be escrowed
in a manner customary for such purposes,  the Master Servicer shall  immediately
notify the  Custodian by  delivering  to the Custodian a Request for Release (in
the form of Exhibit Four  attached  hereto or a mutually  acceptable  electronic
form) and shall  request  delivery to it of the  Mortgage  File.  The  Custodian
agrees,  upon receipt of such  Request for  Release,  promptly to release to the
Master  Servicer  the related  Mortgage  File.  Upon written  notification  of a
substitution,  the  Master  Servicer  shall  deliver  to the  Custodian  and the
Custodian  agrees to accept the Mortgage Note and other  documents  constituting
the Mortgage File with respect to any Qualified  Substitute  Mortgage Loan, upon
receiving written notification from the Master Servicer of such substitution.

               Upon receipt of a Request for Release  from the Master  Servicer,
signed by a Servicing Officer, that (i) the Master Servicer or a Subservicer, as
the case may be, has made a deposit into the Certificate  Account in payment for
the  purchase of the related  Mortgage  Loan in an amount  equal to the Purchase
Price for such  Mortgage  Loan or (ii) the  Company has chosen to  substitute  a
Qualified  Substitute  Mortgage Loan for such Mortgage Loan, the Custodian shall
release to the Master Servicer the related Mortgage File.

               From  time  to  time  as is  appropriate  for  the  servicing  or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance  Policy,  the Master
Servicer  shall deliver to the Custodian a Request for Release  certifying as to
the reason for such release. Upon receipt of the foregoing,  the Custodian shall
deliver the Mortgage  File or such document to the Master  Servicer.  The Master
Servicer  shall cause each Mortgage File or any document  therein so released to
be returned to the Custodian  when the need  therefor by the Master  Servicer no
longer  exists,  unless  (i) the  Mortgage  Loan  has  been  liquidated  and the
Liquidation  Proceeds  relating to the Mortgage Loan have been  deposited in the
Custodial  Account or (ii) the Mortgage File or such document has been delivered
to an attorney,  or to a public trustee or other public  official as required by
law, for purposes of  initiating or pursuing  legal action or other  proceedings
for  the   foreclosure   of  the  Mortgaged   Property   either   judicially  or
non-judicially,  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


                                             -34-

<PAGE>



or such  document was  delivered  and the purpose or purposes of such  delivery.
Immediately  upon receipt of any Mortgage  File returned to the Custodian by the
Master  Servicer,  the Custodian  shall deliver a signed  acknowledgment  to the
Master Servicer, confirming receipt of such Mortgage File.

                      Upon the  request of the Master  Servicer,  the  Custodian
will send to the Master
Servicer copies of any documents contained in the Mortgage File.

     Section  2.6  Assumption  Agreements.  In the  event  that  any  assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage  Loan subject to this  Agreement in  accordance  with the terms and
provisions  of the  Pooling  Agreement,  the Master  Servicer  shall  notify the
Custodian that such assumption or  substitution  agreement has been completed by
forwarding  to the Custodian  the original of such  assumption  or  substitution
agreement,  which  shall be added to the  related  Mortgage  File  and,  for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.

                                   ARTICLE III

                            Concerning the Custodian

     Section 3.1  Custodian a Bailee and Agent of the  Trustee.  With respect to
each Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian,  the Custodian is  exclusively  the bailee
and agent of the Trustee and has no  instructions  to hold any Mortgage  Note or
Mortgage  for  the  benefit  of any  person  other  than  the  Trustee  and  the
Certificateholders and undertakes to perform such duties and only such duties as
are  specifically  set forth in this Agreement.  Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document  constituting  a part of a  Mortgage  File  shall be  delivered  by the
Custodian to the Company or the Master  Servicer or otherwise  released from the
possession of the Custodian.

     The Master  Servicer shall  promptly  notify the Custodian in writing if it
shall no  longer  be a member  of MERS,  or if it  otherwise  shall no longer be
capable of registering and recording Mortgage Loans using MERS. In addition, the
Master  Servicer shall (i) promptly  notify the Custodian in writing when a MERS
Mortgage  Loan is no longer  registered  with and  recorded  under MERS and (ii)
concurrently  with any such  deregistration  of a MERS Mortgage  Loan,  prepare,
execute and record an original  assignment  from MERS to the Trustee and deliver
such assignment to the Custodian.

     Section 3.2  Indemnification.  The Company  hereby  agrees to indemnify and
hold the Custodian  harmless from and against all claims,  liabilities,  losses,
actions,  suits or proceedings at law or in equity, or any other expenses,  fees
or charges of any  character or nature,  which the  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


                                             -35-

<PAGE>



Company,  and the cost of defending any action, suit or proceedings or resisting
any claim.  Notwithstanding  the foregoing,  it is  specifically  understood and
agreed  that in the event  any such  claim,  liability,  loss,  action,  suit or
proceeding or other  expense,  fee or charge shall have been caused by reason of
any negligent act, negligent failure to act or willful misconduct on the part of
the  Custodian,  or which  shall  constitute  a  willful  breach  of its  duties
hereunder, the indemnification provisions of this Agreement shall not apply.

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

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

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

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

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


                                             -36-

<PAGE>



Master Servicer.

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

     Section  3.7  Representations  of  the  Custodian.   The  Custodian  hereby
represents  that  it is a  depository  institution  subject  to  supervision  or
examination by a federal or state authority,  has a combined capital and surplus
of at least  $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.

                                          ARTICLE IV

                                   Miscellaneous Provisions

     Section 4.1 Notices. All notices, requests,  consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or  document  delivered  hereunder  shall be in writing  and,  unless  otherwise
specifically provided, may be delivered personally,  by telegram or telex, or by
registered or certified mail, postage prepaid,  return receipt requested, at the
addresses  specified  on  the  signature  page  hereof  (unless  changed  by the
particular  party whose address is stated herein by similar  notice in writing),
in which case the notice will be deemed delivered when received.

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

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

     Section 4.4 Recordation of Agreement. To the extent permitted by applicable
law, this Agreement is subject to recordation in all appropriate  public offices
for real property records in all 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


                                             -37-

<PAGE>



the aggregate of not less than 25% of the Trust Fund),  but only upon  direction
accompanied  by an  Opinion  of Counsel  reasonably  satisfactory  to the Master
Servicer to the effect that the failure to effect such  recordation is likely to
materially and adversely affect the interests of the Certificateholders.

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

     Section  4.5  Severability  of  Provisions.  If  any  one  or  more  of the
covenants,  agreements,  provisions or terms of this Agreement  shall be for any
reason whatsoever held invalid, then such covenants,  agreements,  provisions or
terms  shall be  deemed  severable  from the  remaining  covenants,  agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability  of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.





<PAGE>




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

Address:                                           DEUTSCHE BANK TRUST COMPANY
                                                   AMERICAS, as Trustee

1761 East St. Andrew Place
Santa Ana, California 92705
                                                   By:__________________________
Attention:     Residential Asset Mortgage          Name:
               Products, Inc., Series 2003-RM1     Title:
                                                   By:__________________________
                                                   Name:
                                                   Title:

Address:                                           RESIDENTIAL ASSET MORTGAGE
                                                   PRODUCTS, INC.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

                                                   By:__________________________
                                                   Name:  Michael Mead
                                                          Title: Vice President


Address:                                         RESIDENTIAL FUNDING
                                                 CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437


                                                   By:__________________________
                                                   Name: Julie Steinhagen
                                                   Title: Director

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



<PAGE>




STATE OF                     )
                             )ss.:
COUNTY OF                         )


               On the 28th day of March, 2003, before me, a notary public in and
for  said  State,  personally  appeared  _____________,  known  to  me  to be an
________________  of Deutsche  Bank Trust  Company  Americas,  that executed the
within  instrument,  and also known to me to be the person  who  executed  it on
behalf of said corporation and acknowledged to me that such corporation executed
the within instrument.

               IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          ________________________
                                                    Notary Public

[SEAL]




<PAGE>



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


               On the 28th day of March, 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 28th day of March, 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]






<PAGE>



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


               On the 28th day of March, 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





<PAGE>



                                   EXHIBIT ONE

                                FORM OF CUSTODIAN
                              INITIAL CERTIFICATION

                                                   March __, 2003


Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California 92705



Attention: Residential Asset Mortgage Products, Inc., Series 2003-RM1

          Re:  Custodial  Agreement,  dated as of March 28,  2003,  by and among
               Deutsche Bank Trust Company Americas,  Residential Asset Mortgage
               Products,  Inc.,  Residential Funding Corporation and Wells Fargo
               Bank  Minnesota,  National  Association,   relating  to  Mortgage
               Asset-Backed Pass-Through Certificates, Series 2003-RM1


Ladies and Gentlemen:

               In accordance with Section 2.3 of the  above-captioned  Custodial
Agreement,   and  subject  to  Section  2.02  of  the  Pooling  Agreement,   the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which  contains an original  Mortgage Note or an original  lost note  affidavit
with a copy of the  related  Mortgage  Note) to the extent  required  in Section
2.01(b) of the Pooling  Agreement  with respect to each  Mortgage Loan listed in
the Mortgage Loan Schedule,  with any  exceptions  listed on Schedule A attached
hereto.

               Capitalized   words  and  phrases  used  herein  shall  have  the
respective meanings assigned to them in the above-captioned Custodial Agreement.

                                    WELLS FARGO BANK MINNESOTA,
                                    NATIONAL ASSOCIATION


                                    By:________________________________
                                    Name: H. A. Nelson
                                    Title:   Assistant Vice President





<PAGE>



                                   EXHIBIT TWO

                     FORM OF CUSTODIAN INTERIM CERTIFICATION

                                                   March __, 2003


Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California 92705

Attention: Residential Asset Mortgage Products, Inc., Series 2003-RM1

          Re:  Custodial  Agreement,  dated as of March 28,  2003,  by and among
               Deutsche Bank Trust Company Americas,  Residential Asset Mortgage
               Products,  Inc.,  Residential Funding Corporation and Wells Fargo
               Bank  Minnesota,  National  Association,   relating  to  Mortgage
               Asset-Backed Pass-Through Certificates, Series 2003-RM1

Ladies and Gentlemen:

               In accordance with Section 2.3 of the  above-captioned  Custodial
Agreement, the undersigned,  as Custodian, hereby certifies that it has received
a  Mortgage  File to the extent  required  pursuant  to  Section  2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule,  and it has reviewed the Mortgage  File and the Mortgage Loan Schedule
and has determined  that all required  documents have been executed and received
and that such documents  relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.

               Capitalized   words  and  phrases  used  herein  shall  have  the
respective meanings assigned to them in the above-captioned Custodial Agreement.

                                      WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION


                                      By:________________________________
                                      Name: H.A. Nelson
                                      Title:   Assistant Vice President





<PAGE>



                                  EXHIBIT THREE

                      FORM OF CUSTODIAN FINAL CERTIFICATION

                                                   March __, 2003


Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California 92705


Attention: Residential Asset Mortgage Products, Inc., Series 2003-RM1

          Re:  Custodial  Agreement,  dated as of March 28,  2003,  by and among
               Deutsche Bank Trust Company Americas,  Residential Asset Mortgage
               Products,  Inc.,  Residential Funding Corporation and Wells Fargo
               Bank  Minnesota,  National  Association,   relating  to  Mortgage
               Asset-Backed Pass-Through Certificates, Series 2003-RM1


Ladies and Gentlemen:

               In accordance with Section 2.3 of the  above-captioned  Custodial
Agreement, the undersigned,  as Custodian, hereby certifies that it has received
a Mortgage  File with respect to each  Mortgage Loan listed in the Mortgage Loan
Schedule and it has reviewed the Mortgage  File and the Mortgage  Loan  Schedule
and has determined that: all required  documents  referred to in Section 2.01(b)
of the Pooling Agreement have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.

               Capitalized   words  and  phrases  used  herein  shall  have  the
respective meanings assigned to them in the above-captioned Custodial Agreement.

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION


                                       By:________________________________
                                       Name: H. A. Nelson
                                       Title:   Assistant Vice President





<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



<PAGE>



                                    EXHIBIT F

                             MORTGAGE LOAN SCHEDULE

                          TO BE PROVIDED UPON REQUEST.

  RUN ON     : 03/20/03           RFC DISCLOSURE SYSTEM       RFFSDFIX-01
  AT         : 11.03.29           FIXED PASSTHRU REPORT       AMORTIZED BALANCE
  SERIES     : RAMP 2003-RM1                                  CUTOFF : 03/01/03
  POOL       : 0004674
             :
             :
  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
  ---------------------------------------------------------------------------

      4689651                              .5000
       27,524.15                          .0300
            8.5000                         .0000
            8.0000                         .0000
            7.9700                         .0000
            5.7500                        2.2200

      6911371                              .2500
      391,937.19                          .0300
            7.3750                         .0000
            7.1250                         .0000
            7.0950                         .0000
            5.7500                        1.3450

      7088040                              .2500
       29,591.98                          .0300
            8.0000                         .0000
            7.7500                         .0000
            7.7200                         .0000
            5.7500                        1.9700

      7088236                              .2500
      101,535.77                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            5.7500                         .8450

      7088678                              .2500
       63,404.31                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            5.7500                         .9700

      7704451                              .2500
      793,042.77                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            5.7500                         .9700
1



      7704503                              .2500
      319,948.53                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            5.7500                         .7200

      7704521                              .2500
      773,747.06                          .0300
            7.2500                         .0000
            7.0000                         .0000
            6.9700                         .0000
            5.7500                        1.2200

      7920275                              .2500
      364,285.79                          .0300
            7.1250                         .0000
            6.8750                         .0000
            6.8450                         .0000
            5.7500                        1.0950

      8145207                              .2500
      377,929.87                          .0300
            6.8750                         .0000
            6.6250                         .0000
            6.5950                         .0000
            5.7500                         .8450

      8206195                              .5000
      218,212.18                          .0300
            7.0000                         .0000
            6.5000                         .0000
            6.4700                         .0000
            5.7500                         .7200

      8346751                              .2500
      338,760.48                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700

      8346753                              .2500
      401,852.86                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.7500                         .3450

      8346755                              .2500
      580,874.64                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700
1



      8346761                              .2500
      435,175.72                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700

      8346765                              .2500
      588,311.77                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200

      8346767                              .2500
      557,709.44                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.7500                         .3450

      8346771                              .2500
      424,467.26                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            5.7500                         .5950

      8346775                              .2500
      492,417.61                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            5.7500                         .7200

      8346779                              .2500
      358,589.64                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.7500                         .0950

      8346785                              .2500
      647,692.64                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            5.7500                         .7200

      8346789                              .2500
      329,100.15                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700
1



      8346793                              .2500
      414,446.48                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.7500                         .3450

      8346797                              .2500
      334,714.76                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200

      8346803                              .2500
      365,629.44                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.7500                         .3450

      8346807                              .2500
      398,092.37                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200

      8346811                              .2500
      420,424.04                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.7500                         .3450

      8346891                              .2500
      322,760.64                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200

      8346893                              .2500
      646,339.45                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.7500                         .3450

      8346895                              .2500
      646,517.52                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200
1



      8346897                              .2500
      329,055.74                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200

      8346899                              .2500
      338,730.29                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.7500                         .3450

      8346901                              .2500
      497,390.02                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700

      8346903                              .2500
      965,848.26                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            5.7500                         .5950

      8346907                              .2500
      358,020.19                          .0300
            7.0000                         .0000
            6.7500                         .0000
            6.7200                         .0000
            5.7500                         .9700

      8346909                              .2500
      841,539.69                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            5.7500                         .5950

      8346913                              .2500
      398,379.54                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.7500                         .3450

      8346917                              .2500
      345,356.90                          .0300
            6.3750                         .0000
            6.1250                         .0000
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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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1



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1



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            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200

      8496219                              .2500
      328,909.78                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700

      8496221                              .2500
      641,445.25                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.7500                         .0950
1



      8496223                              .2500
      495,006.93                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.7500                         .3450

      8496225                              .2500
      347,583.70                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700

      8496227                              .2500
      461,178.49                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200

      8496229                              .2500
      366,448.42                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200

      8496231                              .2500
      454,726.21                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.7500                         .3450

      8496233                              .2500
      377,309.52                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            5.7500                         .5950

      8496239                              .2500
      479,864.28                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700

      8496241                              .2500
      418,158.72                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200
1



      8496243                              .2500
      653,721.63                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            5.7500                         .7200

      8496247                              .2500
      533,008.19                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.7500                         .3450

      8496249                              .2500
      448,504.25                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.7500                         .0950

      8496251                              .2500
      413,251.66                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200

      8496253                              .2500
      499,514.02                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.7500                         .0950

      8496255                              .2500
      535,277.81                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700

      8496257                              .2500
      449,203.75                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            5.7500                         .5950

      8496259                              .2500
      628,772.23                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.7500                         .0950
1



      8496263                              .2500
      483,562.46                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700

      8496265                              .2500
      820,580.56                          .0300
            6.7500                         .0000
            6.5000                         .0000
            6.4700                         .0000
            5.7500                         .7200

      8496267                              .2500
      999,072.79                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.7500                         .3450

      8496269                              .2500
      339,692.63                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700

      8496271                              .2500
      569,459.16                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200

      8496277                              .2500
      821,756.45                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700

      8496279                              .2500
      347,321.79                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.7500                         .0950

      8496283                              .2500
      849,449.88                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            5.7500                         .5950
1



      8496285                              .2500
      479,064.54                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.7500                         .0950

      8496287                              .2500
      366,946.64                          .0300
            6.6250                         .0000
            6.3750                         .0000
            6.3450                         .0000
            5.7500                         .5950

      8496291                              .2500
      534,325.02                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      8496301                              .2500
      379,111.44                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700

      8496307                              .2500
      410,254.89                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700

      8496309                              .2500
      325,364.66                          .0300
            6.1250                         .0000
            5.8750                         .0000
            5.8450                         .0000
            5.7500                         .0950

      8496311                              .2500
      777,016.75                          .0300
            6.3750                         .0000
            6.1250                         .0000
            6.0950                         .0000
            5.7500                         .3450

      8502719                              .2500
      748,640.31                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700
1



      8502721                              .2500
      818,513.40                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            5.7500                         .4700

      8502727                              .2500
      346,171.23                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200

      8502729                              .2500
      898,646.05                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200

      8502731                              .2500
      459,563.53                          .0300
            6.2500                         .0000
            6.0000                         .0000
            5.9700                         .0000
            5.7500                         .2200

  TOTAL NUMBER OF LOANS:      970
  TOTAL BALANCE........:        422,346,617.06


  RUN ON     : 03/20/03            RFC DISCLOSURE SYSTEM      RFFSDFIX-01
  AT         : 11.03.29            INITIAL SECURITY FEES      AMORTIZED BALANCE
  SERIES     : RAMP 2003-RM1        FIXED SUMMARY REPORT      CUTOFF : 03/01/03
  POOL       : 0004674
             :
             :
  POOL STATUS: F

                                   WEIGHTED AVERAGES      FROM         TO
  ----------------------------------------------------------------------------
  CURR NOTE RATE                        6.2992            5.5000      8.5000
  RFC NET RATE                          6.0490            5.2500      8.0000
  NET MTG RATE(INVSTR RATE)             6.0190            5.2200      7.9700
  POST STRIP RATE                       5.7233            5.2200      5.7500
  SUB SERV FEE                           .2501             .2500       .5000
  MSTR SERV FEE                          .0300             .0300        .0300
  ALL EXP                                .0000             .0000       .0000
  MISC EXP                               .0000             .0000       .0000
  SPREAD                                 .0000             .0000       .0000
  STRIP                                  .2958             .0000      2.2200







  TOTAL NUMBER OF LOANS:   970
  TOTAL BALANCE........:     422,346,617.06


                             ***************************
                             *      END OF REPORT      *
                             ***************************
  RUN ON     : 03/20/03           RFC DISCLOSURE SYSTEM       RFFSD177-01
  AT         : 11.03.29          FIXED RATE LOAN LISTING      AMORTIZED BALANCE
  SERIES     : RAMP 2003-RM1                                  CUTOFF : 03/01/03
  POOL       : 0004674
             :
             :
  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 #
  ______________________________________________________________________________


    4689651          W29/M32             F           45,200.50         ZZ
                                         234         27,524.15          1
                                       8.500            396.12         83
                                       8.000            382.45
    KINGSVILLE       TX   78363          1            02/01/92         00
    307362144                            05           03/01/92          0
    0000004499                           O            08/01/11
    0


    6911371          005/Y15             F          397,000.00         ZZ
                                         360        391,937.19          1
                                       7.375          2,741.99         78
                                       7.125          2,741.99
    METAIRIE         LA   70005          2            10/12/01         00
    10407658                             05           12/01/01          0
    003011328642                         O            11/01/31
    0


    7088040          B86/M32             F           32,362.00         ZZ
                                         360         29,591.98          1
                                       8.000            237.47         76
                                       7.750            237.47
    COLUMBIA         SC   29203          1            06/09/95         00
    270000028                            05           08/01/95          0
    6000112166                           O            07/01/25
    0


    7088236          B86/M32             F          107,000.00         ZZ
                                         360        101,535.77          1
                                       6.875            702.92         78
                                       6.625            702.92
    HONEA PATH       SC   29654          1            02/10/99         00
    270000076                            05           04/01/99          0
1


    6000474137                           O            03/01/29
    0


    7088678          B86/M32             F           72,800.00         ZZ
                                         360         63,404.31          1
                                       7.000            484.34         80
                                       6.750            484.34
    SUMTER           SC   29154          5            10/25/93         00
    270000134                            05           12/01/93          0
    6000601416                           O            11/01/23
    0


    7704451          005/H74             F          819,000.00         ZZ
                                         360        793,042.77          1
                                       7.000          5,448.83         78
                                       6.750          5,448.83
    SAFETY HARBOR    FL   34695          4            02/18/02         00
    0010409803                           05           03/01/02          0
    3011136318                           O            02/01/32
    0


    7704503          005/H74             F          324,000.00         ZZ
                                         360        319,948.53          1
                                       6.750          2,101.46         80
                                       6.500          2,101.46
    JACKSONVILLE BE  FL   32250          1            12/14/01         00
    0010410082                           06           02/01/02          0
    3011403809                           O            01/01/32
    0


    7704521          005/H74             F          780,000.00         T
                                         360        773,747.06          1
                                       7.250          5,320.98         80
                                       7.000          5,320.98
    FORT MYERS       FL   33908          1            04/15/02         00
    0010410173                           05           06/01/02          0
    3011428855                           O            05/01/32
    0


    7920275          005/E72             F          370,000.00         ZZ
                                         240        364,285.79          1
                                       7.125          2,896.44         77
                                       6.875          2,896.44
    BIRMINGHAM       AL   35242          5            06/11/02         00
    260000273                            05           08/01/02          0
    3011509142                           O            07/01/22
    0


1


    8145207          F28/M32             F          380,000.00         ZZ
                                         360        377,929.87          1
                                       6.875          2,496.33         95
                                       6.625          2,496.33
    QUEENSTOWN       MD   21658          1            08/12/02         04
    TO BE ASSIGNED                       05           10/01/02         30
    0003426340                           O            09/01/32
    0


    8206195          926/926             F          220,000.00         ZZ
                                         349        218,212.18          1
                                       7.000          1,477.39         76
                                       6.500          1,477.39
    BLUFFTON         SC   29910          5            06/01/02         00
    162002657                            05           07/01/02          0
    162002657                            O            07/01/31
    0


    8346751          134/M32             F          340,000.00         ZZ
                                         360        338,760.48          1
                                       6.500          2,149.04         78
                                       6.250          2,149.04
    GAITHERSBURG     MD   20878          2            10/23/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012927000                           O            11/01/32
    0


    8346753          134/M32             F          403,000.00         ZZ
                                         360        401,852.86          1
                                       6.375          2,514.20         75
                                       6.125          2,514.20
    BROOMALL         PA   19008          2            11/01/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012935524                           O            12/01/32
    0


    8346755          134/M32             F          583,000.00         ZZ
                                         360        580,874.64          1
                                       6.500          3,684.96         51
                                       6.250          3,684.96
    SUDBURY          MA   01776          2            10/21/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012937660                           O            11/01/32
    0


    8346761          134/M32             F          449,000.00         ZZ
                                         360        435,175.72          1
                                       6.500          2,837.99         57
                                       6.250          2,837.99
1


    DANVILLE         CA   94506          5            11/06/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012938262                           O            12/01/32
    0


    8346765          134/M32             F          590,000.00         ZZ
                                         360        588,311.77          1
                                       6.250          3,632.74         72
                                       6.000          3,632.74
    PROSPECT         KY   40059          2            11/06/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012942744                           O            12/01/32
    0


    8346767          134/M32             F          559,800.00         ZZ
                                         360        557,709.44          1
                                       6.375          3,492.43         45
                                       6.125          3,492.43
    DEL MAR          CA   92014          2            10/24/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012943817                           O            11/01/32
    0


    8346771          134/M32             F          425,600.00         ZZ
                                         360        424,467.26          1
                                       6.625          2,725.17         52
                                       6.375          2,725.17
    PHOENIX          AZ   85013          5            11/08/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012945440                           O            12/01/32
    0


    8346775          134/M32             F          493,700.00         ZZ
                                         360        492,417.61          1
                                       6.750          3,202.13         79
                                       6.500          3,202.13
    SAN DIEGO        CA   92130          2            11/15/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012947958                           O            12/01/32
    0


    8346779          134/M32             F          360,000.00         ZZ
                                         360        358,589.64          1
                                       6.125          2,187.40         63
                                       5.875          2,187.40
    SAN JOSE         CA   95123          2            10/23/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012948717                           O            11/01/32
    0
1




    8346785          134/M32             F          649,950.00         ZZ
                                         360        647,692.64          1
                                       6.750          4,215.57         78
                                       6.500          4,215.57
    VILLA PARK       CA   92861          2            10/25/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012949426                           O            11/01/32
    0


    8346789          134/M32             F          330,000.00         ZZ
                                         360        329,100.15          1
                                       6.500          2,085.83         54
                                       6.250          2,085.83
    SAN DIEGO        CA   92130          2            11/11/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012950366                           O            12/01/32
    0


    8346793          134/M32             F          416,000.00         ZZ
                                         360        414,446.48          1
                                       6.375          2,595.30         80
                                       6.125          2,595.30
    SAN DIEGO        CA   92121          2            10/23/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012950515                           O            11/01/32
    0


    8346797          134/M32             F          336,000.00         ZZ
                                         360        334,714.76          1
                                       6.250          2,068.81         76
                                       6.000          2,068.81
    SANTEE           CA   92071          2            10/21/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012952479                           O            11/01/32
    0


    8346803          134/M32             F          367,000.00         ZZ
                                         360        365,629.44          1
                                       6.375          2,289.61         66
                                       6.125          2,289.61
    WILLOW SPRINGS   IL   60480          2            10/22/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012955894                           O            11/01/32
    0


    8346807          134/M32             F          400,000.00         ZZ
                                         360        398,092.37          1
1


                                       6.250          2,462.87         70
                                       6.000          2,462.87
    SANTA ANA        CA   92705          5            10/15/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012956207                           O            11/01/32
    0


    8346811          134/M32             F          422,000.00         ZZ
                                         360        420,424.04          1
                                       6.375          2,632.74         72
                                       6.125          2,632.74
    RANCHO SANTA MA  CA   92688          2            10/30/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    0012959094                           O            11/01/32
    0


    8346891          134/M32             F          324,000.00         ZZ
                                         360        322,760.64          1
                                       6.250          1,994.93         80
                                       6.000          1,994.93
    HUNTINGTON BEAC  CA   92646          2            10/24/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012959607                           O            11/01/32
    0


    8346893          134/M32             F          648,150.00         ZZ
                                         360        646,339.45          1
                                       6.375          4,043.62         52
                                       6.125          4,043.62
    CORONADO         CA   92118          2            11/07/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012960852                           O            12/01/32
    0


    8346895          134/M32             F          649,000.00         ZZ
                                         360        646,517.52          1
                                       6.250          3,996.00         75
                                       6.000          3,996.00
    NORTH MUSKEGON   MI   49445          1            10/11/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012964433                           O            11/01/32
    0


    8346897          134/M32             F          330,000.00         ZZ
                                         360        329,055.74          1
                                       6.250          2,031.87         87
                                       6.000          2,031.87
    NORTHBOROUGH     MA   01532          2            11/08/02         11
    TO BE ASSIGNED                       05           01/01/03         25
1


    0012965836                           O            12/01/32
    0


    8346899          134/M32             F          340,000.00         ZZ
                                         360        338,730.29          1
                                       6.375          2,121.16         63
                                       6.125          2,121.16
    SAN PEDRO        CA   90732          5            10/28/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012969317                           O            11/01/32
    0


    8346901          134/M32             F          498,750.00         ZZ
                                         360        497,390.02          1
                                       6.500          3,152.44         75
                                       6.250          3,152.44
    HUNTINGTON BEAC  CA   92646          2            11/01/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012969382                           O            12/01/32
    0


    8346903          134/M32             F          969,599.00         ZZ
                                         347        965,848.26          1
                                       6.625          6,282.95         65
                                       6.375          6,282.95
    GLENVIEW         IL   60025          1            10/24/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0011650819                           O            10/01/31
    0


    8346907          134/M32             F          360,600.00         ZZ
                                         350        358,020.19          1
                                       7.000          2,419.45         89
                                       6.750          2,419.45
    WEST HARTLAND    CT   06091          1            06/17/02         14
    TO BE ASSIGNED                       05           08/01/02         25
    0011740008                           O            09/01/31
    0


    8346909          134/M32             F          844,829.00         ZZ
                                         346        841,539.69          1
                                       6.625          5,479.71         65
                                       6.375          5,479.71
    SAN FRANCISCO    CA   94131          2            10/29/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0011746476                           O            09/01/31
    0


1


    8346913          134/M32             F          400,000.00         T
                                         347        398,379.54          1
                                       6.375          2,526.90         65
                                       6.125          2,526.90
    GRANBY           CO   80446          4            10/21/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0011805553                           O            10/01/31
    0


    8346917          134/M32             F          346,400.00         ZZ
                                         348        345,356.90          1
                                       6.375          2,186.11         80
                                       6.125          2,186.11
    FLAGSTAFF        AZ   86004          4            11/06/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012051306                           O            12/01/31
    0


    8346921          134/M32             F          107,127.00         ZZ
                                         350        106,710.92          1
                                       6.500            683.45         75
                                       6.250            683.45
    SPOONER          WI   54801          4            10/10/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012143202                           O            01/01/32
    0


    8346923          134/M32             F          352,350.00         ZZ
                                         350        351,326.40          1
                                       6.500          2,247.92         75
                                       6.250          2,247.92
    LAMY             NM   87540          4            11/04/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012266540                           O            02/01/32
    0


    8346925          134/M32             F          446,250.00         ZZ
                                         350        444,923.02          1
                                       6.375          2,810.69         79
                                       6.125          2,810.69
    BELLEVUE         WA   98006          4            11/01/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012304259                           O            02/01/32
    0


    8346927          134/M32             F          445,000.00         ZZ
                                         353        442,435.90          1
                                       6.375          2,794.64         75
                                       6.125          2,794.64
1


    CASTLETON        VA   22716          4            10/24/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012377388                           O            04/01/32
    0


    8346929          134/M32             F          550,000.00         ZZ
                                         360        546,709.38          1
                                       6.875          3,613.11         64
                                       6.625          3,613.11
    WRIGHTSTOWN      PA   18940          1            07/15/02         00
    TO BE ASSIGNED                       05           09/01/02          0
    0012681698                           O            08/01/32
    0


    8346931          134/M32             F          428,000.00         ZZ
                                         360        425,646.77          1
                                       6.500          2,705.26         80
                                       6.250          2,705.26
    HIGHLAND PARK    IL   60035          2            08/13/02         00
    TO BE ASSIGNED                       05           10/01/02          0
    0012744926                           O            09/01/32
    0


    8346933          134/M32             F          349,500.00         ZZ
                                         360        345,664.95          1
                                       6.625          2,237.89         76
                                       6.375          2,237.89
    MESA             AZ   85205          2            07/29/02         00
    TO BE ASSIGNED                       05           09/01/02          0
    0012777488                           O            08/01/32
    0


    8346935          134/M32             F          649,000.00         ZZ
                                         360        646,745.93          1
                                       6.750          4,209.41         75
                                       6.500          4,209.41
    SAN DIEGO        CA   92130          2            10/08/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012887709                           O            11/01/32
    0


    8346937          134/M32             F          366,000.00         ZZ
                                         360        364,566.13          1
                                       6.125          2,223.86         82
                                       5.875          2,223.86
    GLENN DALE       MD   20769          2            10/24/02         10
    TO BE ASSIGNED                       05           12/01/02         12
    0012904389                           O            11/01/32
    0
1




    8346939          134/M32             F          552,000.00         ZZ
                                         360        549,888.53          1
                                       6.250          3,398.76         72
                                       6.000          3,398.76
    NORTHRIDGE       CA   91326          2            10/23/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012905568                           O            11/01/32
    0


    8346941          134/M32             F          485,000.00         ZZ
                                         360        483,274.15          1
                                       6.625          3,105.51         72
                                       6.375          3,105.51
    ROLLING HILLS E  CA   90274          5            10/25/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012908315                           O            11/01/32
    0


    8346943          134/M32             F          630,000.00         ZZ
                                         360        627,811.95          1
                                       6.750          4,086.17         69
                                       6.500          4,086.17
    MANHATTAN BEACH  CA   90266          2            10/19/02         00
    TO BE ASSIGNED                       01           12/01/02          0
    0012922100                           O            11/01/32
    0


    8346947          134/M32             F          481,500.00         ZZ
                                         360        479,701.85          1
                                       6.375          3,003.94         67
                                       6.125          3,003.94
    SAN DIEGO        CA   92130          2            10/25/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012924726                           O            11/01/32
    0


    8346951          134/M32             F          336,000.00         ZZ
                                         360        335,127.24          1
                                       6.750          2,179.29         80
                                       6.500          2,179.29
    HUNTINGTON BEAC  CA   92649          2            11/01/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012926101                           O            12/01/32
    0


    8346953          134/M32             F          453,000.00         ZZ
                                         360        451,703.80          1
1


                                       6.250          2,789.20         78
                                       6.000          2,789.20
    REDLANDS         CA   92373          2            11/01/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012926267                           O            12/01/32
    0


    8346955          134/M32             F          342,000.00         ZZ
                                         360        340,691.78          1
                                       6.250          2,105.76         57
                                       6.000          2,105.76
    CHICAGO          IL   60622          5            10/31/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012970703                           O            11/01/32
    0


    8346957          134/M32             F          605,000.00         ZZ
                                         360        603,309.98          1
                                       6.375          3,774.42         44
                                       6.125          3,774.42
    NANTUCKET        MA   02554          2            11/20/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012970869                           O            12/01/32
    0


    8346961          134/M32             F          540,000.00         ZZ
                                         360        538,491.56          1
                                       6.375          3,368.90         75
                                       6.125          3,368.90
    CHEVY CHASE      MD   20815          2            11/22/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012979225                           O            12/01/32
    0


    8346963          134/M32             F          430,000.00         ZZ
                                         360        428,827.47          1
                                       6.500          2,717.90         75
                                       6.250          2,717.90
    FULLERTON        CA   92835          2            11/07/02         00
    TO BE ASSIGNED                       03           01/01/03          0
    0012981221                           O            12/01/32
    0


    8346967          134/M32             F          380,000.00         ZZ
                                         360        378,859.42          1
                                       6.000          2,278.30         80
                                       5.750          2,278.30
    SEAL BEACH       CA   90740          2            11/06/02         00
    TO BE ASSIGNED                       05           01/01/03          0
1


    0012982849                           O            12/01/32
    0


    8346969          134/M32             F          355,500.00         ZZ
                                         360        354,506.94          1
                                       6.375          2,217.86         48
                                       6.125          2,217.86
    BETHESDA         MD   20816          5            11/08/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012984712                           O            12/01/32
    0


    8346971          134/M32             F          455,000.00         ZZ
                                         360        453,666.52          1
                                       6.125          2,764.63         61
                                       5.875          2,764.63
    LAFAYETTE        CA   94549          5            11/08/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012984944                           O            12/01/32
    0


    8346973          134/M32             F          532,000.00         ZZ
                                         360        530,477.73          1
                                       6.250          3,275.62         75
                                       6.000          3,275.62
    RANCHO PALOS VE  CA   90275          2            11/13/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012985594                           O            12/01/32
    0


    8346975          134/M32             F          400,000.00         ZZ
                                         360        398,855.45          1
                                       6.250          2,462.87         65
                                       6.000          2,462.87
    WASHINGTON       DC   20002          5            11/13/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012987178                           O            12/01/32
    0


    8346977          134/M32             F          370,000.00         ZZ
                                         360        368,683.34          1
                                       6.625          2,369.16         70
                                       6.375          2,369.16
    CERRITOS         CA   90703          2            10/22/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012987616                           O            11/01/32
    0


1


    8346979          134/M32             F          360,000.00         ZZ
                                         360        359,018.35          1
                                       6.500          2,275.45         72
                                       6.250          2,275.45
    WESTPORT         CT   06880          5            11/12/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012987947                           O            12/01/32
    0


    8346981          134/M32             F          473,700.00         ZZ
                                         360        469,637.34          1
                                       6.625          3,033.16         59
                                       6.375          3,033.16
    SAN MARINO       CA   91108          2            11/01/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012990297                           O            12/01/32
    0


    8346983          134/M32             F          373,000.00         ZZ
                                         360        371,715.13          1
                                       6.000          2,236.33         67
                                       5.750          2,236.33
    LAS ALAMITOS     CA   90720          2            11/08/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012991428                           O            12/01/32
    0


    8346985          134/M32             F          644,000.00         ZZ
                                         360        641,536.62          1
                                       6.250          3,965.22         52
                                       6.000          3,965.22
    CARLSBAD         CA   92009          2            10/22/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012992020                           O            11/01/32
    0


    8346989          134/M32             F          408,750.00         ZZ
                                         360        407,635.43          1
                                       6.500          2,583.58         75
                                       6.250          2,583.58
    TORRANCE         CA   90501          5            11/11/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012992350                           O            12/01/32
    0


    8346991          134/M32             F          350,000.00         ZZ
                                         360        348,998.50          1
                                       6.250          2,155.02         78
                                       6.000          2,155.02
1


    WEST ROXBURY     MA   02132          1            11/14/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012992400                           O            12/01/32
    0


    8346993          134/M32             F          544,000.00         ZZ
                                         360        542,516.61          1
                                       6.500          3,438.46         67
                                       6.250          3,438.46
    RANCHO PALOS VE  CA   90275          1            11/04/02         00
    TO BE ASSIGNED                       03           01/01/03          0
    0012993762                           O            12/01/32
    0


    8346995          134/M32             F          448,000.00         ZZ
                                         360        446,286.32          1
                                       6.250          2,758.42         80
                                       6.000          2,758.42
    PURCELLVILLE     VA   20132          1            10/29/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012994463                           O            11/01/32
    0


    8346997          134/M32             F          382,400.00         ZZ
                                         360        380,971.96          1
                                       6.375          2,385.68         80
                                       6.125          2,385.68
    GAITHERSBURG     MD   20878          1            10/29/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0012995064                           O            11/01/32
    0


    8346999          134/M32             F          382,000.00         ZZ
                                         360        379,875.34          1
                                       6.125          2,321.08         41
                                       5.875          2,321.08
    IRVINE           CA   92620          2            11/06/02         00
    TO BE ASSIGNED                       03           01/01/03          0
    0012995635                           O            12/01/32
    0


    8347001          134/M32             F          531,750.00         ZZ
                                         360        530,153.96          1
                                       6.000          3,188.11         69
                                       5.750          3,188.11
    RANCHO PALOS VE  CA   90275          2            11/15/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012995858                           O            12/01/32
    0
1




    8347003          134/M32             F          390,400.00         ZZ
                                         360        389,282.91          1
                                       6.250          2,403.76         77
                                       6.000          2,403.76
    FT MITCHELL      KY   41017          2            11/18/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0012998985                           O            12/01/32
    0


    8347007          134/M32             F          335,000.00         ZZ
                                         360        333,945.68          1
                                       5.750          1,954.97         59
                                       5.500          1,954.97
    BRAINTREE        MA   02184          1            11/12/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013002274                           O            12/01/32
    0


    8347011          134/M32             F          470,000.00         ZZ
                                         360        468,687.11          1
                                       6.375          2,932.19         56
                                       6.125          2,932.19
    CENTENNIAL       CO   80016          5            11/13/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013003694                           O            12/01/32
    0


    8347015          134/M32             F          393,000.00         ZZ
                                         360        391,902.19          1
                                       6.375          2,451.81         53
                                       6.125          2,451.81
    PHOENIX          AZ   85044          2            11/08/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013004692                           O            12/01/32
    0


    8347017          134/M32             F          354,000.00         ZZ
                                         360        353,034.70          1
                                       6.500          2,237.53         77
                                       6.250          2,237.53
    SANTA CLARITA    CA   91390          2            11/12/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013007034                           O            12/01/32
    0


    8347019          134/M32             F          412,000.00         ZZ
                                         360        410,424.03          1
1


                                       6.250          2,536.76         80
                                       6.000          2,536.76
    FAIRBORN         OH   45324          2            10/31/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0013007596                           O            11/01/32
    0


    8347021          134/M32             F          377,500.00         ZZ
                                         360        376,519.44          1
                                       6.750          2,448.46         75
                                       6.500          2,448.46
    LOMITA           CA   90717          5            11/01/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013008248                           O            12/01/32
    0


    8347023          134/134             F          360,000.00         ZZ
                                         360        358,969.88          1
                                       6.250          2,216.59         52
                                       6.000          2,216.59
    SOUTHAMPTON      NJ   08088          5            11/07/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013009758                           O            12/01/32
    0


    8347027          134/M32             F          356,600.00         ZZ
                                         360        355,102.18          1
                                       6.125          2,166.74         80
                                       5.875          2,166.74
    HUNTINGTON BEAC  CA   92648          1            10/18/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0013009824                           O            11/01/32
    0


    8347031          134/M32             F          391,200.00         T
                                         360        390,080.62          1
                                       6.250          2,408.69         80
                                       6.000          2,408.69
    OCEAN CITY       NJ   08226          1            11/06/02         00
    TO BE ASSIGNED                       01           01/01/03          0
    0013010483                           O            12/01/32
    0


    8347033          134/M32             F          335,000.00         ZZ
                                         360        332,879.24          1
                                       6.250          2,062.66         62
                                       6.000          2,062.66
    SCOTTSDALE       AZ   85255          2            11/18/02         00
    TO BE ASSIGNED                       05           01/01/03          0
1


    0013012570                           O            12/01/32
    0


    8347037          134/M32             F          370,000.00         ZZ
                                         360        368,991.07          1
                                       6.500          2,338.66         68
                                       6.250          2,338.66
    LAGUNA BEACH     CA   92651          5            11/12/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013014535                           O            12/01/32
    0


    8347043          134/M32             F          525,600.00         ZZ
                                         360        523,490.69          1
                                       6.375          3,279.07         80
                                       6.125          3,279.07
    ALEXANDRIA       VA   22309          1            10/25/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0013017595                           O            11/01/32
    0


    8347047          134/M32             F          389,650.00         T
                                         360        388,296.68          1
                                       6.750          2,527.27         90
                                       6.500          2,527.27
    SCOTTSDALE       AZ   85255          1            10/29/02         11
    TO BE ASSIGNED                       01           12/01/02         25
    0013018502                           O            11/01/32
    0


    8347171          134/M32             F          484,000.00         ZZ
                                         360        482,547.27          1
                                       6.000          2,901.83         80
                                       5.750          2,901.83
    WHITTIER         CA   90602          1            11/08/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013021274                           O            12/01/32
    0


    8347175          134/M32             F          372,000.00         ZZ
                                         360        371,009.93          1
                                       6.625          2,381.96         65
                                       6.375          2,381.96
    REDONDO BEACH    CA   90277          5            11/13/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013023171                           O            12/01/32
    0


1


    8347179          134/M32             F          430,000.00         ZZ
                                         360        428,883.05          1
                                       6.750          2,788.98         72
                                       6.500          2,788.98
    MORGAN HILL      CA   95037          2            11/21/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013029533                           O            12/01/32
    0


    8347183          134/M32             F          450,000.00         ZZ
                                         360        448,802.33          1
                                       6.625          2,881.40         70
                                       6.375          2,881.40
    BLOOMFIELD HILL  MI   48302          1            11/15/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013036942                           O            12/01/32
    0


    8347187          134/M32             F          400,000.00         ZZ
                                         360        398,935.39          1
                                       6.625          2,561.25         67
                                       6.375          2,561.25
    OXNARD           CA   93035          1            11/19/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013039581                           O            12/01/32
    0


    8347191          134/M32             F          437,600.00         ZZ
                                         360        436,377.60          1
                                       6.375          2,730.06         90
                                       6.125          2,730.06
    ST CHARLES       IL   60175          1            11/15/02         11
    TO BE ASSIGNED                       05           01/01/03         25
    0013039813                           O            12/01/32
    0


    8347195          134/M32             F          532,000.00         T
                                         360        530,497.22          1
                                       6.750          3,450.55         80
                                       6.500          3,450.55
    SCOTTSDALE       AZ   85255          1            11/08/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013043476                           O            12/01/32
    0


    8347199          134/M32             F          540,000.00         ZZ
                                         360        538,454.84          1
                                       6.250          3,324.88         76
                                       6.000          3,324.88
1


    HIGHLAND TWP     MI   48357          2            11/22/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013050141                           O            12/01/32
    0


    8347203          134/M32             F          550,000.00         ZZ
                                         360        548,426.23          1
                                       6.250          3,386.45         75
                                       6.000          3,386.45
    PEORIA           AZ   85383          5            11/08/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013051958                           O            12/01/32
    0


    8347207          134/M32             F          728,000.00         ZZ
                                         360        726,014.90          1
                                       6.500          4,601.46         75
                                       6.250          4,601.46
    PARADISE VALLEY  AZ   85253          1            11/08/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013055702                           O            12/01/32
    0


    8347211          134/M32             F          582,000.00         ZZ
                                         360        580,413.01          1
                                       6.500          3,678.64         78
                                       6.250          3,678.64
    FOUNTAIN HILLS   AZ   85268          2            11/13/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0013063383                           O            12/01/32
    0


    8361751          X76/X76             F          551,250.00         ZZ
                                         360        549,672.67          1
                                       6.250          3,394.14         75
                                       6.000          3,394.14
    SANTA BARBARA    CA   93109          1            11/18/02         00
    4440107524                           05           01/01/03          0
    4440107524                           O            12/01/32
    0


    8361755          X76/X76             F          492,000.00         ZZ
                                         360        484,194.49          1
                                       6.375          3,069.44         80
                                       6.125          3,069.44
    GOLETA           CA   93117          1            10/19/01         00
    4440094201                           05           12/01/01          0
    4440094201                           O            11/01/31
    0
1




    8361757          X76/X76             F          565,600.00         ZZ
                                         360        557,818.44          1
                                       6.625          3,621.60         80
                                       6.375          3,621.60
    SANTA MARIA      CA   93454          1            11/26/01         00
    4440095512                           05           01/01/02          0
    4440095512                           O            12/01/31
    0


    8361763          X76/X76             F          519,000.00         ZZ
                                         360        510,986.13          1
                                       6.625          3,323.21         26
                                       6.375          3,323.21
    GILROY           CA   95020          2            12/22/01         00
    4440096933                           05           02/01/02          0
    4440096933                           O            01/01/32
    0


    8361765          X76/X76             F          650,000.00         ZZ
                                         360        641,477.50          1
                                       6.500          4,108.44         65
                                       6.250          4,108.44
    SANTA BARBARA    CA   93108          5            12/20/01         00
    4440096966                           05           02/01/02          0
    4440096966                           O            01/01/32
    0


    8361767          X76/X76             F          500,000.00         ZZ
                                         360        494,071.40          1
                                       6.625          3,201.55         34
                                       6.375          3,201.55
    SANTA BARBARA    CA   93108          5            01/09/02         00
    4440098046                           05           03/01/02          0
    4440098046                           O            02/01/32
    0


    8361781          X76/X76             F          396,000.00         ZZ
                                         360        393,822.76          1
                                       6.500          2,502.99         75
                                       6.250          2,502.99
    GOLETA           CA   93117          1            08/05/02         00
    4440103622                           05           10/01/02          0
    4440103622                           O            09/01/32
    0


    8361783          X76/X76             F          304,000.00         ZZ
                                         360        302,328.57          1
1


                                       6.500          1,921.49         80
                                       6.250          1,921.49
    SANTA YNEZ       CA   93460          1            08/28/02         00
    4440104224                           05           10/01/02          0
    4440104224                           O            09/01/32
    0


    8361787          X76/X76             F          315,000.00         ZZ
                                         360        313,560.70          1
                                       6.500          1,991.01         65
                                       6.250          1,991.01
    FILLMORE         CA   93015          5            09/12/02         00
    4440104661                           05           11/01/02          0
    4440104661                           O            10/01/32
    0


    8361789          X76/X76             F          501,000.00         ZZ
                                         360        499,129.05          1
                                       6.375          3,125.59         66
                                       6.125          3,125.59
    SANTA BARBARA    CA   93110          5            10/03/02         00
    4440105759                           05           12/01/02          0
    4440105759                           O            11/01/32
    0


    8361791          X76/X76             F          464,000.00         ZZ
                                         360        462,267.21          1
                                       6.375          2,894.76         80
                                       6.125          2,894.76
    SANTA BARBARA    CA   93109          2            10/04/02         00
    4440105775                           05           12/01/02          0
    4440105775                           O            11/01/32
    0


    8361811          X76/X76             F          400,000.00         ZZ
                                         360        398,469.95          1
                                       6.250          2,462.87         50
                                       6.000          2,462.87
    SANTA YNEZ       CA   93460          1            10/04/02         00
    4440105783                           05           12/01/02          0
    4440105783                           O            11/01/32
    0


    8361813          X76/X76             F          525,000.00         ZZ
                                         360        519,018.16          1
                                       6.375          3,275.32         73
                                       6.125          3,275.32
    SANTA BARBARA    CA   93110          1            10/09/02         00
    4440105874                           03           12/01/02          0
1


    4440105874                           O            11/01/32
    0


    8361817          X76/X76             F          450,000.00         ZZ
                                         360        449,143.82          1
                                       6.250          2,770.73         30
                                       6.000          2,770.73
    SALINAS          CA   93907          2            12/09/02         00
    4440109264                           05           02/01/03          0
    4440109264                           O            01/01/33
    0


    8365893          X68/M32             F          371,000.00         ZZ
                                         360        368,852.49          1
                                       6.750          2,406.30         65
                                       6.500          2,406.30
    SCOTTSDALE       AZ   85255          2            08/30/02         00
    270000936                            05           10/01/02          0
    00C2080020                           O            09/01/32
    0


    8365895          X68/M32             F          406,000.00         ZZ
                                         360        404,099.74          1
                                       6.375          2,532.91         65
                                       6.125          2,532.91
    SCOTTSDALE       AZ   85258          2            09/23/02         00
    270000937                            05           11/01/02          0
    00C2080021                           O            10/01/32
    0


    8365897          X68/M32             F          345,000.00         ZZ
                                         360        343,423.61          1
                                       6.500          2,180.63         75
                                       6.250          2,180.63
    FOUNTAIN HILLS   AZ   85268          2            09/10/02         00
    270000938                            05           11/01/02          0
    00C2080142                           O            10/01/32
    0


    8365899          X68/M32             F          387,500.00         ZZ
                                         360        385,088.01          1
                                       6.500          2,449.26         63
                                       6.250          2,449.26
    SCOTTSDALE       AZ   85259          2            09/26/02         00
    270000939                            05           11/01/02          0
    00C2090025                           O            10/01/32
    0


1


    8365901          X68/M32             F          338,000.00         ZZ
                                         360        336,379.70          1
                                       6.250          2,081.12         79
                                       6.000          2,081.12
    BOISE            ID   83712          2            09/06/02         00
    270000940                            05           11/01/02          0
    00R0207131                           O            10/01/32
    0


    8365903          X68/M32             F          450,000.00         ZZ
                                         360        447,842.74          1
                                       6.250          2,770.73         69
                                       6.000          2,770.73
    WESTFIELD        NJ   07090          5            09/05/02         00
    270000941                            05           11/01/02          0
    00R0207134                           O            10/01/32
    0


    8365905          X68/M32             F          625,000.00         ZZ
                                         360        622,003.84          1
                                       6.250          3,848.23         79
                                       6.000          3,848.23
    CHAPPAQUA        NY   10514          2            09/24/02         00
    270000942                            05           11/01/02          0
    00R0207136                           O            10/01/32
    0


    8365909          X68/M32             F          369,000.00         ZZ
                                         360        367,231.04          1
                                       6.250          2,272.00         79
                                       6.000          2,272.00
    MABLETON         GA   30126          2            09/30/02         00
    270000943                            05           11/01/02          0
    00R0207160                           O            10/01/32
    0


    8365911          X68/M32             F          580,000.00         ZZ
                                         360        561,845.03          1
                                       6.125          3,524.14         33
                                       5.875          3,524.14
    GREENWICH        CT   06831          5            10/31/02         00
    270000957                            05           12/01/02          0
    00R0209168                           O            11/01/32
    0


    8365913          X68/M32             F          386,600.00         ZZ
                                         360        384,790.54          1
                                       6.375          2,411.88         68
                                       6.125          2,411.88
1


    COLUMBIA         SC   29229          2            09/25/02         00
    270000944                            05           11/01/02          0
    00R0207164                           O            10/01/32
    0


    8365915          X68/M32             F          360,000.00         ZZ
                                         360        358,057.57          1
                                       5.625          2,072.36         77
                                       5.375          2,072.36
    DAYTON           MD   21036          2            09/24/02         00
    270000945                            05           11/01/02          0
    00R0207196                           O            10/01/32
    0


    8365917          X68/M32             F          348,000.00         ZZ
                                         360        346,331.71          1
                                       6.250          2,142.70         68
                                       6.000          2,142.70
    HINGHAM          MA   02043          2            09/24/02         00
    270000946                            05           11/01/02          0
    00R0207297                           O            10/01/32
    0


    8365919          X68/M32             F          466,000.00         ZZ
                                         360        464,130.40          1
                                       6.000          2,793.91         66
                                       5.750          2,793.91
    NEEDHAM          MA   02492          2            10/18/02         00
    270000947                            05           12/01/02          0
    00R0207308                           O            11/01/32
    0


    8365921          X68/M32             F          316,400.00         ZZ
                                         360        314,555.97          1
                                       6.250          1,948.13         71
                                       6.000          1,948.13
    MEDWAY           MA   02053          2            10/23/02         00
    270000948                            05           12/01/02          0
    00R0208047                           O            11/01/32
    0


    8365923          X68/M32             F          600,000.00         ZZ
                                         360        597,704.94          1
                                       6.250          3,694.30         49
                                       6.000          3,694.30
    WILMETTE         IL   60091          2            10/14/02         00
    270000949                            05           12/01/02          0
    00R0208060                           O            11/01/32
    0
1




    8365927          X68/M32             F          560,000.00         ZZ
                                         360        558,319.18          1
                                       6.000          3,357.48         70
                                       5.750          3,357.48
    LEESBURG         VA   20175          2            11/04/02         00
    270000951                            05           01/01/03          0
    00R0208189                           O            12/01/32
    0


    8365929          X68/M32             F          385,100.00         ZZ
                                         360        383,626.94          1
                                       6.250          2,371.13         79
                                       6.000          2,371.13
    GROTON           MA   01450          2            10/24/02         00
    270000952                            05           12/01/02          0
    00R0208217                           O            11/01/32
    0


    8365931          X68/M32             F          360,000.00         ZZ
                                         360        358,589.64          1
                                       6.125          2,187.40         72
                                       5.875          2,187.40
    OLNEY            MD   20832          2            10/22/02         00
    270000953                            05           12/01/02          0
    00R0208221                           O            11/01/32
    0


    8365933          X68/M32             F          340,000.00         ZZ
                                         360        338,699.45          1
                                       6.250          2,093.44         66
                                       6.000          2,093.44
    NORTHBROOK       IL   60062          2            10/23/02         00
    270000954                            09           12/01/02          0
    00R0208325                           O            11/01/32
    0


    8365937          X68/M32             F          396,000.00         ZZ
                                         360        394,448.62          1
                                       6.125          2,406.14         76
                                       5.875          2,406.14
    ANNAPOLIS        MD   21401          2            10/17/02         00
    270000955                            05           12/01/02          0
    00R0208382                           O            11/01/32
    0


    8365939          X68/M32             F          346,450.00         ZZ
                                         360        345,242.14          4
1


                                       7.875          2,512.00         80
                                       7.625          2,512.00
    SAINT AUGUSTINE  FL   32084          1            09/24/02         00
    270000956                            05           11/01/02          0
    00R0209117                           N            10/01/32
    0


    8365941          X68/M32             F          441,500.00         ZZ
                                         360        440,174.83          1
                                       6.000          2,647.02         80
                                       5.750          2,647.02
    MASON            OH   45040          4            11/06/02         00
    270000958                            05           01/01/03          0
    00R0210175                           O            12/01/32
    0


    8365943          X68/M32             F          385,000.00         ZZ
                                         360        382,590.94          3
                                       7.500          2,691.98         70
                                       7.250          2,691.98
    BROOKLYN         NY   11214          5            07/19/02         00
    270000959                            05           09/01/02          0
    00W2070002                           O            08/01/32
    0


    8365945          X68/M32             F        1,300,000.00         ZZ
                                         360      1,291,638.62          1
                                       6.500          8,216.88         65
                                       6.250          8,216.88
    ELLICOTT CITY    MD   21042          5            07/26/02         00
    270000960                            05           09/01/02          0
    00W2070084                           O            08/01/32
    0


    8365947          X68/M32             F          587,200.00         ZZ
                                         360        584,737.31          1
                                       6.625          3,241.83         59
                                       6.375          3,241.83
    OXNARD           CA   93035          2            10/16/02         00
    270000961                            05           12/01/02          0
    00W2080005                           O            11/01/32
    0


    8365949          X68/M32             F          600,000.00         ZZ
                                         360        597,606.28          1
                                       6.875          3,941.57         60
                                       6.625          3,941.57
    JAMUL            CA   91935          5            10/23/02         00
    270000962                            03           12/01/02          0
1


    00W2080023                           O            11/01/32
    0


    8365953          X68/M32             F          650,000.00         ZZ
                                         360        646,808.78          1
                                       6.125          3,949.47         73
                                       5.875          3,949.47
    EDINA            MN   55436          2            09/03/02         00
    270000964                            05           11/01/02          0
    00W2080162                           O            10/01/32
    0


    8365959          X68/M32             F          600,000.00         ZZ
                                         360        597,191.73          1
                                       6.375          3,743.22         37
                                       6.125          3,743.22
    WOODSIDE         CA   94062          5            09/24/02         00
    270000967                            05           11/01/02          0
    00W2080250                           O            10/01/32
    0


    8365961          X68/M32             F          334,400.00         ZZ
                                         360        332,694.04          1
                                       6.250          2,058.96         80
                                       6.000          2,058.96
    ATLANTA          GA   30328          2            09/19/02         00
    270000968                            05           11/01/02          0
    00W2090015                           O            10/01/32
    0


    8365963          X68/M32             F          428,500.00         ZZ
                                         360        426,445.80          1
                                       6.250          2,638.35         80
                                       6.000          2,638.35
    JONESBORO        GA   30236          2            09/25/02         00
    270000969                            05           11/01/02          0
    00W2090035                           O            10/01/32
    0


    8365967          X68/M32             F          637,500.00         ZZ
                                         360        635,231.50          1
                                       6.625          4,081.98         75
                                       6.375          4,081.98
    DELRAY BEACH     FL   33483          5            10/04/02         00
    270000971                            05           12/01/02          0
    00W2090066                           O            11/01/32
    0


1


    8365969          X68/M32             F          510,000.00         ZZ
                                         360        510,000.00          1
                                       7.500          3,187.50         75
                                       7.250          3,187.50
    LAGUNA BEACH     CA   92651          1            09/19/02         00
    270000972                            05           11/01/02          0
    00W2090067                           N            10/01/32
    0


    8365975          X68/M32             F          360,000.00         ZZ
                                         360        358,578.78          1
                                       7.250          2,455.83         90
                                       7.000          2,455.83
    SANTA ROSA BEAC  FL   32459          1            09/26/02         10
    270000973                            05           11/01/02         25
    00W2090087                           O            10/01/32
    0


    8365977          X68/M32             F          565,000.00         ZZ
                                         360        560,268.05          1
                                       6.250          3,478.80         58
                                       6.000          3,478.80
    SCOTTSDALE       AZ   85255          2            09/25/02         00
    270000974                            05           11/01/02          0
    00W2090094                           O            10/01/32
    0


    8365979          X68/M32             F          370,500.00         ZZ
                                         360        369,077.94          1
                                       6.250          2,281.23         75
                                       6.000          2,281.23
    SAN RAMON        CA   94583          2            10/25/02         00
    270000975                            05           12/01/02          0
    00W2090130                           O            11/01/32
    0


    8365983          X68/M32             F          440,000.00         ZZ
                                         360        438,471.85          1
                                       6.750          2,853.83         74
                                       6.500          2,853.83
    BOCA RATON       FL   33433          5            10/11/02         00
    270000977                            03           12/01/02          0
    00W2090188                           O            11/01/32
    0


    8365987          X68/M32             F          539,000.00         ZZ
                                         360        535,684.23          1
                                       6.375          3,362.66         70
                                       6.125          3,362.66
1


    SANTA ANA        CA   92705          5            10/30/02         00
    270000978                            05           12/01/02          0
    00W2090193                           O            11/01/32
    0


    8365989          X68/M32             F          495,000.00         ZZ
                                         360        492,793.80          1
                                       6.750          3,210.56         75
                                       6.500          3,210.56
    HOLLYWOOD        FL   33019          5            10/25/02         00
    270000976                            05           12/01/02          0
    00W2090183                           O            11/01/32
    0


    8365993          X68/M32             F          638,000.00         ZZ
                                         360        635,729.73          2
                                       6.625          4,085.18         84
                                       6.375          4,085.18
    JERSEY CITY      NJ   07302          2            10/23/02         10
    270000979                            05           12/01/02         12
    00W2090203                           O            11/01/32
    0


    8365997          X68/M32             F          650,000.00         ZZ
                                         360        647,630.40          1
                                       6.500          4,108.44         71
                                       6.250          4,108.44
    COTO DE CAZA     CA   92679          1            10/23/02         00
    270000980                            03           12/01/02          0
    00W2100005                           O            11/01/32
    0


    8366001          X68/M32             F          942,500.00         ZZ
                                         360        942,500.00          2
                                       5.750          4,516.15         65
                                       5.500          4,516.15
    SEAL BEACH       CA   90740          5            10/19/02         00
    270000981                            05           12/01/02          0
    00W2100026                           O            11/01/32
    0


    8366005          X68/M32             F          820,000.00         ZZ
                                         360        816,631.25          1
                                       5.875          4,850.61         40
                                       5.625          4,850.61
    STUART           FL   34996          2            10/23/02         00
    270000982                            05           12/01/02          0
    00W2100055                           O            11/01/32
    0
1




    8366007          X68/M32             F          450,000.00         T
                                         360        448,278.69          1
                                       6.250          2,770.73         64
                                       6.000          2,770.73
    JUPITER          FL   33477          2            10/31/02         00
    270000983                            06           12/01/02          0
    00W2100087                           O            11/01/32
    0


    8366011          X68/M32             F          998,000.00         T
                                         360        994,361.74          1
                                       6.500          6,308.04         65
                                       6.250          6,308.04
    DESTIN           FL   32541          5            10/29/02         00
    270000984                            06           12/01/02          0
    00W2100092                           O            11/01/32
    0


    8366015          X68/M32             F          494,000.00         ZZ
                                         360        492,110.41          2
                                       6.250          3,041.64         65
                                       6.000          3,041.64
    SAN FRANCISCO    CA   94110          5            10/26/02         00
    270000985                            05           12/01/02          0
    00W2100093                           O            11/01/32
    0


    8366019          X68/M32             F          877,500.00         ZZ
                                         360        874,469.35          1
                                       6.125          4,478.91         65
                                       5.875          4,478.91
    BLOOMFIELD HILL  MI   48302          5            10/25/02         00
    270000986                            05           12/01/02          0
    00W2100098                           O            11/01/32
    0


    8366021          X68/M32             F          466,400.00         ZZ
                                         360        465,065.44          1
                                       6.250          2,871.71         80
                                       6.000          2,871.71
    EL CAJON         CA   92019          2            11/01/02         00
    270000987                            05           01/01/03          0
    00W2100116                           O            12/01/32
    0


    8366027          X68/M32             F        1,000,000.00         ZZ
                                         360        996,174.89          1
1


                                       6.250          6,157.17         49
                                       6.000          6,157.17
    NEWPORT COAST    CA   92657          1            10/28/02         00
    270000988                            03           12/01/02          0
    00W2100125                           O            11/01/32
    0


    8366031          X68/M32             F          780,000.00         ZZ
                                         360        777,356.23          1
                                       6.875          5,124.04         80
                                       6.625          5,124.04
    PALM BEACH GARD  FL   33410          1            10/31/02         00
    270000989                            05           12/01/02          0
    00W2100160                           O            11/01/32
    0


    8366035          X68/M32             F          551,000.00         ZZ
                                         360        548,752.91          1
                                       6.375          3,437.52         75
                                       6.125          3,437.52
    PHOENIX          AZ   85023          2            10/25/02         00
    270000990                            03           12/01/02          0
    00W2100180                           O            11/01/32
    0


    8417643          736/736             F           98,000.00         ZZ
                                         360         97,822.32          1
                                       6.500            619.43         49
                                       6.250            619.43
    TAMPA            FL   33624          5            12/23/02         00
    TO BE ASSIGNED                       03           02/01/03          0
    0081087363                           O            01/01/33
    0


    8417647          736/736             F          345,000.00         T
                                         360        344,311.38          1
                                       6.000          2,068.45         75
                                       5.750          2,068.45
    ISLAMORADA       FL   33036          2            12/27/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081088171                           O            01/01/33
    0


    8417651          736/736             F          151,900.00         ZZ
                                         360        151,567.31          1
                                       6.500            960.12         80
                                       6.250            960.12
    FOUNTAIN HILLS   AZ   85268          1            12/19/02         00
    TO BE ASSIGNED                       01           02/01/03          0
1


    0081088726                           O            01/01/33
    0


    8417655          736/736             F          570,000.00         ZZ
                                         360        568,991.41          1
                                       6.625          3,649.78         68
                                       6.375          3,649.78
    ORINDA           CA   94563          2            12/18/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081090466                           O            01/01/33
    0


    8417659          736/736             F          280,000.00         ZZ
                                         360        279,467.26          1
                                       6.250          1,724.01         80
                                       6.000          1,724.01
    PEMBROKE PINES   FL   33028          1            12/20/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081094633                           O            01/01/33
    0


    8417663          736/736             F          472,500.00         ZZ
                                         360        471,622.41          1
                                       6.375          2,947.79         79
                                       6.125          2,947.79
    ALPHARETTA       GA   30022          2            12/20/02         00
    TO BE ASSIGNED                       03           02/01/03          0
    0081095721                           O            01/01/33
    0


    8417667          736/736             F          460,000.00         ZZ
                                         360        458,240.44          1
                                       6.250          2,832.30         60
                                       6.000          2,832.30
    WAYLAND          MA   01778          5            10/25/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107071599                           O            11/01/32
    0


    8417671          736/736             F          414,000.00         ZZ
                                         360        413,249.43          1
                                       6.500          2,616.77         59
                                       6.250          2,616.77
    COHASSET         MA   02025          2            12/20/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081095994                           O            01/01/33
    0


1


    8417675          736/736             F          119,000.00         ZZ
                                         360        118,756.75          1
                                       5.875            703.93         70
                                       5.625            703.93
    LEVITTOWN        PA   19054          5            12/26/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081102006                           O            01/01/33
    0


    8417683          736/736             F          460,000.00         ZZ
                                         360        459,103.53          1
                                       6.125          2,795.01         80
                                       5.875          2,795.01
    SAN FRANCISCO    CA   94127          1            12/13/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081110405                           O            01/01/33
    0


    8417691          736/736             F          452,000.00         ZZ
                                         360        451,079.95          1
                                       6.375          2,819.90         37
                                       6.125          2,819.90
    HAMILTON         MT   59840          2            12/27/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081138927                           O            01/01/33
    0


    8417695          736/736             F          385,000.00         ZZ
                                         360        384,302.01          1
                                       6.500          2,433.47         69
                                       6.250          2,433.47
    SAN DIEGO        CA   92103          1            12/27/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081140592                           O            01/01/33
    0


    8417703          736/736             F          497,000.00         ZZ
                                         360        496,031.42          1
                                       6.125          3,019.83         77
                                       5.875          3,019.83
    NEWTOWN          PA   18940          2            12/27/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081174963                           O            01/01/33
    0


    8417715          736/736             F          116,000.00         ZZ
                                         360        115,542.02          1
                                       7.250            791.33         80
                                       7.000            791.33
1


    AUSTELL          GA   30106          2            09/24/02         00
    TO BE ASSIGNED                       03           11/01/02          0
    0106755457                           O            10/01/32
    0


    8417719          736/736             F          157,500.00         ZZ
                                         360        156,714.58          1
                                       6.125            956.99         70
                                       5.875            956.99
    EVERETT          WA   98203          5            09/23/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0106966161                           O            10/01/32
    0


    8417723          736/736             F          300,700.00         ZZ
                                         360        299,992.00          1
                                       7.250          2,051.31         78
                                       7.000          2,051.31
    DIX HILLS        NY   11746          1            11/25/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0080900293                           O            12/01/32
    0


    8417727          736/736             F          374,000.00         ZZ
                                         360        373,232.41          1
                                       6.625          2,394.77         70
                                       6.375          2,394.77
    CORONA           CA   92883          2            12/10/02         00
    TO BE ASSIGNED                       03           02/01/03          0
    0080917420                           O            01/01/33
    0


    8417735          736/736             F          150,000.00         ZZ
                                         360        149,721.40          1
                                       6.375            935.81         67
                                       6.125            935.81
    CEDARHURST       NY   11516          1            12/19/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0080964620                           O            01/01/33
    0


    8417749          736/736             F          556,000.00         ZZ
                                         360        554,891.77          1
                                       6.500          3,514.30         80
                                       6.250          3,514.30
    SANTA ANA        CA   92705          5            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081036634                           O            01/01/33
    0
1




    8417753          736/736             F          940,000.00         ZZ
                                         360        938,336.72          1
                                       6.625          6,018.93         53
                                       6.375          6,018.93
    WESTON           MA   02493          5            12/19/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081044935                           O            01/01/33
    0


    8417757          736/736             F          332,000.00         ZZ
                                         360        331,383.37          1
                                       6.375          2,071.25         80
                                       6.125          2,071.25
    METHUEN          MA   01844          1            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081086811                           O            01/01/33
    0


    8417761          736/736             F          382,000.00         ZZ
                                         360        381,290.50          1
                                       6.375          2,383.19         54
                                       6.125          2,383.19
    QUOGUE           NY   11959          5            12/26/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081047250                           O            01/01/33
    0


    8417767          736/736             F          322,500.00         ZZ
                                         360        321,886.40          1
                                       6.250          1,985.69         79
                                       6.000          1,985.69
    SMITHTOWN        NY   11787          5            12/20/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081053860                           O            01/01/33
    0


    8417771          736/736             F          335,900.00         ZZ
                                         360        335,291.03          1
                                       6.500          2,123.12         80
                                       6.250          2,123.12
    GERMANTOWN       MD   20874          1            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081072563                           O            01/01/33
    0


    8417775          736/736             F          135,000.00         ZZ
                                         360        134,749.25          1
1


                                       6.375            842.23         34
                                       6.125            842.23
    ENCINITAS        CA   92024          2            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081083057                           O            01/01/33
    0


    8417777          736/736             F          425,000.00         ZZ
                                         360        424,153.99          1
                                       6.125          2,582.35         72
                                       5.875          2,582.35
    AUSTIN           TX   78703          2            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081086480                           O            01/01/33
    0


    8417781          736/736             F          115,800.00         ZZ
                                         360        115,584.29          1
                                       6.375            722.45         63
                                       6.125            722.45
    BROOKLYN         NY   11224          5            12/24/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0080415508                           O            01/01/33
    0


    8417785          736/736             F          710,000.00         ZZ
                                         360        675,933.72          1
                                       6.375          4,429.48         72
                                       6.125          4,429.48
    MACON            GA   31210          2            11/04/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0080640392                           O            11/01/32
    0


    8417793          736/736             F          364,000.00         ZZ
                                         360        363,290.61          1
                                       6.125          2,211.71         80
                                       5.875          2,211.71
    FLORENCE         OR   97439          2            12/24/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0080647851                           O            01/01/33
    0


    8417799          736/736             F          216,000.00         ZZ
                                         360        215,575.77          1
                                       6.750          1,400.98         80
                                       6.500          1,400.98
    GRAND JUNCTION   CO   81503          5            12/19/02         00
    TO BE ASSIGNED                       05           02/01/03          0
1


    0080887243                           O            01/01/33
    0


    8417811          736/736             F          195,000.00         ZZ
                                         360        193,816.60          1
                                       7.500          1,363.47         80
                                       7.250          1,363.47
    GRAYSLAKE        IL   60030          2            06/13/02         00
    TO BE ASSIGNED                       05           08/01/02          0
    0107228363                           O            07/01/32
    0


    8417815          736/736             F          454,800.00         ZZ
                                         360        453,220.41          1
                                       6.750          2,949.83         78
                                       6.500          2,949.83
    SPRING           TX   77381          2            10/11/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107262917                           O            11/01/32
    0


    8417819          736/736             F          720,000.00         ZZ
                                         360        715,897.04          1
                                       7.125          4,850.77         79
                                       6.875          4,850.77
    BAKERSFIELD      CA   93312          5            07/02/02         00
    TO BE ASSIGNED                       05           09/01/02          0
    0107320202                           O            08/01/32
    0


    8417825          736/736             F          100,400.00         ZZ
                                         360         99,971.95          1
                                       6.875            659.56         80
                                       6.625            659.56
    BUTNER           NC   27509          1            10/18/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107322208                           O            11/01/32
    0


    8417831          736/736             F          317,100.00         ZZ
                                         360        315,211.64          1
                                       6.375          1,978.29         95
                                       6.125          1,978.29
    AURORA           CO   80016          1            09/24/02         01
    TO BE ASSIGNED                       03           11/01/02         30
    0107329013                           O            10/01/32
    0


1


    8417839          736/736             F          450,600.00         ZZ
                                         360        447,371.32          1
                                       6.500          2,848.10         73
                                       6.250          2,848.10
    OKEMOS           MI   48864          2            11/26/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0107346645                           O            12/01/32
    0


    8417843          736/736             F          499,000.00         ZZ
                                         360        497,091.26          1
                                       6.250          3,072.43         35
                                       6.000          3,072.43
    CARY             NC   27511          2            10/21/02         00
    TO BE ASSIGNED                       03           12/01/02          0
    0107396988                           O            11/01/32
    0


    8417847          736/736             F          170,000.00         ZZ
                                         360        169,676.56          1
                                       6.250          1,046.72         70
                                       6.000          1,046.72
    DADE CITY        FL   33523          5            12/24/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107400046                           O            01/01/33
    0


    8417851          736/736             F          401,000.00         T
                                         360        399,306.57          1
                                       6.125          2,436.52         73
                                       5.875          2,436.52
    CAMANO ISLAND    WA   98282          2            10/16/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107416380                           O            11/01/32
    0


    8417863          736/736             F          351,000.00         T
                                         360        350,363.66          1
                                       6.500          2,218.56         71
                                       6.250          2,218.56
    ELIZABETHTOWN    NC   28337          2            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107455966                           O            01/01/33
    0


    8417867          736/736             F          187,750.00         ZZ
                                         360        187,425.77          1
                                       6.750          1,217.75         80
                                       6.500          1,217.75
1


    ROSEBURG         OR   97470          5            12/24/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107504797                           O            01/01/33
    0


    8417875          736/736             F          165,000.00         ZZ
                                         360        164,728.71          1
                                       7.000          1,097.75         70
                                       6.750          1,097.75
    WOLCOTT          CT   06716          5            12/20/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107575888                           O            01/01/33
    0


    8417881          736/736             F          500,000.00         ZZ
                                         360        499,147.09          1
                                       7.000          3,326.52         66
                                       6.750          3,326.52
    SHARON           MA   02067          2            12/19/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107590085                           O            01/01/33
    0


    8417885          736/736             F          560,000.00         ZZ
                                         360        558,959.88          1
                                       6.375          3,493.68         80
                                       6.125          3,493.68
    RIVERSIDE        CA   92504          2            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107608739                           O            01/01/33
    0


    8417889          736/736             F          355,000.00         ZZ
                                         360        354,324.56          1
                                       6.250          2,185.80         67
                                       6.000          2,185.80
    FAIR OAKS        CA   95628          2            12/12/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107610875                           O            01/01/33
    0


    8417893          736/736             F          400,000.00         ZZ
                                         360        399,201.60          1
                                       6.000          2,398.20         80
                                       5.750          2,398.20
    EASLEY           SC   29642          5            12/13/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107611808                           O            01/01/33
    0
1




    8417897          736/736             F          400,000.00         ZZ
                                         360        399,292.21          1
                                       6.625          2,561.25         32
                                       6.375          2,561.25
    WINCHESTER       MA   01890          5            12/19/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107622953                           O            01/01/33
    0


    8417901          736/736             F          370,000.00         ZZ
                                         360        368,915.63          1
                                       6.125          2,248.16         53
                                       5.875          2,248.16
    YORBA LINDA      CA   92887          1            11/22/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0107629081                           O            12/01/32
    0


    8417905          736/736             F           92,000.00         ZZ
                                         360         91,848.74          1
                                       7.000            612.08         78
                                       6.750            612.08
    PHOENIX          AZ   85008          2            12/21/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107656688                           O            01/01/33
    0


    8417913          736/736             F          125,000.00         ZZ
                                         360        124,784.15          1
                                       6.750            810.75         52
                                       6.500            810.75
    DELRAY BEACH     FL   33446          1            12/23/02         00
    TO BE ASSIGNED                       03           02/01/03          0
    0107687915                           O            01/01/33
    0


    8417917          736/736             F          367,400.00         ZZ
                                         360        366,630.98          1
                                       5.750          2,144.05         80
                                       5.500          2,144.05
    OWINGS MILLS     MD   21117          2            12/10/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107691925                           O            01/01/33
    0


    8417925          736/736             F          188,000.00         ZZ
                                         360        187,633.61          1
1


                                       6.125          1,142.31         42
                                       5.875          1,142.31
    LAKE FOREST      CA   92630          5            12/24/02         00
    TO BE ASSIGNED                       03           02/01/03          0
    0107697716                           O            01/01/33
    0


    8417929          736/736             F          390,000.00         ZZ
                                         360        389,275.64          1
                                       6.375          2,433.09         60
                                       6.125          2,433.09
    PLEASANTON       CA   94588          2            12/01/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107701930                           O            01/01/33
    0


    8417933          736/736             F          289,000.00         ZZ
                                         360        288,463.22          1
                                       6.375          1,802.99         68
                                       6.125          1,802.99
    VALLEJO          CA   94591          5            12/26/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107715674                           O            01/01/33
    0


    8417937          736/736             F          154,600.00         ZZ
                                         360        154,326.43          1
                                       6.625            989.93         80
                                       6.375            989.93
    BONITA SPRINGS   FL   34135          1            12/27/02         00
    TO BE ASSIGNED                       01           02/01/03          0
    0107729055                           O            01/01/33
    0


    8417945          736/736             F          134,200.00         ZZ
                                         360        133,950.74          1
                                       6.375            837.24         75
                                       6.125            837.24
    FORT MYERS       FL   33913          1            12/30/02         00
    TO BE ASSIGNED                       03           02/01/03          0
    0107768954                           O            01/01/33
    0


    8442899          736/736             F          345,000.00         ZZ
                                         360        344,359.20          1
                                       6.375          2,152.36         68
                                       6.125          2,152.36
    THOUSAND OAKS    CA   91360          2            12/31/02         00
    TO BE ASSIGNED                       05           02/01/03          0
1


    0080648033                           O            01/01/33
    0


    8442915          736/736             F          408,000.00         ZZ
                                         360        407,612.87          1
                                       6.250          2,512.13         80
                                       6.000          2,512.13
    RALEIGH          NC   27614          5            01/06/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0080935992                           O            02/01/33
    0


    8442921          736/736             F          672,000.00         ZZ
                                         360        671,421.42          1
                                       6.750          4,358.58         80
                                       6.500          4,358.58
    MILPITAS         CA   95035          2            01/03/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081032765                           O            02/01/33
    0


    8442929          736/736             F          407,000.00         ZZ
                                         360        406,604.42          1
                                       6.125          2,472.98         63
                                       5.875          2,472.98
    MENDHAM          NJ   07945          2            01/08/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081036964                           O            02/01/33
    0


    8442933          736/736             F          473,350.00         ZZ
                                         360        472,900.86          1
                                       6.250          2,914.50         44
                                       6.000          2,914.50
    SAN DIEGO        CA   92103          2            01/02/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081038440                           O            02/01/33
    0


    8442937          736/736             F          415,000.00         ZZ
                                         360        414,596.64          1
                                       6.125          2,521.59         80
                                       5.875          2,521.59
    CEDARHURST       NY   11516          5            01/09/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081048860                           O            02/01/33
    0


1


    8442949          736/736             F          650,000.00         ZZ
                                         360        649,397.97          1
                                       6.375          4,055.16         70
                                       6.125          4,055.16
    DARIEN           CT   06820          5            01/09/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081110645                           O            02/01/33
    0


    8442953          736/736             F          292,000.00         ZZ
                                         360        291,444.42          1
                                       6.250          1,797.90         80
                                       6.000          1,797.90
    THOUSAND OAKS    CA   91320          2            12/27/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081129116                           O            01/01/33
    0


    8442957          736/736             F          454,000.00         ZZ
                                         360        453,537.12          1
                                       5.875          2,685.59         59
                                       5.625          2,685.59
    EAST QUOGUE      NY   11942          5            01/09/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081132144                           O            02/01/33
    0


    8442963          736/736             F          201,000.00         ZZ
                                         360        200,813.83          1
                                       6.375          1,253.98         80
                                       6.125          1,253.98
    BONNEY LAKE      WA   98390          1            01/09/03         00
    TO BE ASSIGNED                       03           03/01/03          0
    0081132235                           O            02/01/33
    0


    8442965          736/736             F          365,000.00         ZZ
                                         360        364,636.64          1
                                       6.000          2,188.36         80
                                       5.750          2,188.36
    ENCINITAS        CA   92024          2            01/06/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081140733                           O            02/01/33
    0


    8442969          736/736             F          440,000.00         ZZ
                                         360        439,221.45          1
                                       6.625          2,817.37         80
                                       6.375          2,817.37
1


    ESCONDIDO        CA   92025          2            12/30/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0081141947                           O            01/01/33
    0


    8442973          736/736             F          142,500.00         ZZ
                                         360        142,364.79          1
                                       6.250            877.40         75
                                       6.000            877.40
    RIO LINDA        CA   95673          1            01/15/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081149841                           O            02/01/33
    0


    8442977          736/736             F        1,119,930.00         ZZ
                                         360      1,118,841.49          1
                                       6.125          6,804.82         70
                                       5.875          6,804.82
    BRENTWOOD        TN   37027          1            01/09/03         00
    TO BE ASSIGNED                       03           03/01/03          0
    0081151821                           O            02/01/33
    0


    8442981          736/736             F          370,000.00         ZZ
                                         360        369,657.31          1
                                       6.375          2,308.32         74
                                       6.125          2,308.32
    SAN JOSE         CA   95135          5            01/07/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081158982                           O            02/01/33
    0


    8443127          736/736             F          879,350.00         ZZ
                                         360        878,515.64          1
                                       6.250          5,414.31         63
                                       6.000          5,414.31
    CALABASAS        CA   91302          2            01/03/03         00
    TO BE ASSIGNED                       03           03/01/03          0
    0081165466                           O            02/01/33
    0


    8443129          736/736             F          322,700.00         ZZ
                                         360        322,393.81          1
                                       6.250          1,986.92         65
                                       6.000          1,986.92
    SALINAS          CA   93907          5            01/09/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081168544                           O            02/01/33
    0
1




    8443131          736/736             F          415,000.00         ZZ
                                         360        414,586.86          1
                                       6.000          2,488.14         50
                                       5.750          2,488.14
    SAN DIEGO        CA   92130          2            01/03/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081168833                           O            02/01/33
    0


    8443133          736/736             F          606,000.00         ZZ
                                         360        605,367.29          1
                                       5.750          3,536.46         46
                                       5.500          3,536.46
    MILL VALLEY      CA   94941          2            01/01/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081169609                           O            02/01/33
    0


    8443135          736/736             F          442,000.00         ZZ
                                         360        441,590.62          1
                                       6.375          2,757.51         80
                                       6.125          2,757.51
    STATEN ISLAND    NY   10304          1            01/08/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081173106                           O            02/01/33
    0


    8443137          736/736             F          392,000.00         ZZ
                                         360        391,618.99          1
                                       6.125          2,381.84         80
                                       5.875          2,381.84
    COLUMBIA FALLS   MT   59912          1            01/10/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081179749                           O            02/01/33
    0


    8443139          736/736             F          500,000.00         ZZ
                                         360        499,536.90          1
                                       6.375          3,119.35         80
                                       6.125          3,119.35
    SINKING SPRING   PA   19608          2            01/09/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081184236                           O            02/01/33
    0


    8443141          736/736             F          437,500.00         ZZ
                                         360        437,084.88          1
1


                                       6.250          2,693.77         80
                                       6.000          2,693.77
    BRENTWOOD        CA   94513          2            01/08/03         00
    TO BE ASSIGNED                       03           03/01/03          0
    0081189664                           O            02/01/33
    0


    8443145          736/736             F          500,000.00         ZZ
                                         360        499,514.02          1
                                       6.125          3,038.06         80
                                       5.875          3,038.06
    REDONDO BEACH    CA   90278          2            01/09/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081205486                           O            02/01/33
    0


    8443147          736/736             F          463,000.00         ZZ
                                         360        460,527.95          1
                                       5.875          2,738.82         74
                                       5.625          2,738.82
    SAN RAFAEL       CA   94901          2            01/09/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0081215279                           O            02/01/33
    0


    8443149          736/736             F          342,000.00         ZZ
                                         360        340,129.44          1
                                       6.375          2,133.64         90
                                       6.125          2,133.64
    MILPITAS         CA   95035          1            09/06/02         01
    TO BE ASSIGNED                       09           11/01/02         25
    0106282668                           O            10/01/32
    0


    8443151          736/736             F          460,000.00         ZZ
                                         360        457,409.44          1
                                       6.375          2,869.81         80
                                       6.125          2,869.81
    HINGHAM          MA   02043          1            08/30/02         00
    TO BE ASSIGNED                       05           10/01/02          0
    0106804032                           O            09/01/32
    0


    8443153          736/736             F          700,500.00         ZZ
                                         360        696,555.11          1
                                       6.375          4,370.21         77
                                       6.125          4,370.21
    ROSWELL          GA   30075          5            08/26/02         00
    TO BE ASSIGNED                       05           10/01/02          0
1


    0106952757                           O            09/01/32
    0


    8443155          736/736             F          650,000.00         ZZ
                                         360        646,883.95          1
                                       6.250          4,002.17         71
                                       6.000          4,002.17
    MONTCLAIR        NJ   07042          1            09/30/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0107144974                           O            10/01/32
    0


    8443159          736/736             F          548,000.00         ZZ
                                         360        545,953.52          1
                                       6.375          3,418.81         80
                                       6.125          3,418.81
    GREAT NECK       NY   11020          1            10/22/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107157190                           O            11/01/32
    0


    8443161          736/736             F        1,500,000.00         ZZ
                                         360      1,493,146.01          1
                                       6.500          9,481.03         49
                                       6.250          9,481.03
    LOS ANGELES      CA   90402          1            09/25/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0107245086                           O            10/01/32
    0


    8443163          736/736             F          108,800.00         ZZ
                                         360        108,708.59          1
                                       6.875            714.74         80
                                       6.625            714.74
    ALGONQUIN        IL   60102          5            01/07/03         00
    TO BE ASSIGNED                       09           03/01/03          0
    0107191280                           O            02/01/33
    0


    8443165          736/736             F          390,000.00         ZZ
                                         360        389,325.94          1
                                       6.750          2,529.54         80
                                       6.500          2,529.54
    SPRING CITY      PA   19475          5            12/11/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107264624                           O            01/01/33
    0


1


    8443167          736/736             F          368,000.00         ZZ
                                         360        365,984.53          1
                                       6.125          2,236.01         80
                                       5.875          2,236.01
    SIMI VALLEY      CA   93063          5            09/17/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0107198665                           O            10/01/32
    0


    8443171          736/736             F          650,000.00         ZZ
                                         360        644,883.09          1
                                       6.250          4,002.16         42
                                       6.000          4,002.16
    DALLAS           TX   75209          2            09/23/02         00
    TO BE ASSIGNED                       05           11/01/02          0
    0107217408                           O            10/01/32
    0


    8443173          736/736             F          640,000.00         ZZ
                                         360        639,407.23          1
                                       6.375          3,992.77         80
                                       6.125          3,992.77
    SOUTHBOROUGH     MA   01772          5            01/06/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107298556                           O            02/01/33
    0


    8443177          736/736             F          464,000.00         ZZ
                                         360        462,225.14          1
                                       6.250          2,856.93         80
                                       6.000          2,856.93
    SAN JOSE         CA   95148          1            10/07/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107306706                           O            11/01/32
    0


    8443179          736/736             F          650,000.00         ZZ
                                         360        647,824.33          1
                                       6.500          4,108.45         55
                                       6.250          4,108.45
    BURLINGAME       CA   94010          2            11/07/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0107326670                           O            12/01/32
    0


    8443181          736/736             F          488,000.00         ZZ
                                         360        486,263.48          1
                                       6.625          3,124.72         80
                                       6.375          3,124.72
1


    MISSION VIEJO    CA   92692          1            10/01/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107335945                           O            11/01/32
    0


    8443183          736/736             F          650,000.00         ZZ
                                         360        647,453.54          1
                                       6.125          3,949.47         74
                                       5.875          3,949.47
    CHARLOTTE        NC   28211          2            10/25/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    0107336943                           O            11/01/32
    0


    8443185          736/736             F          378,000.00         ZZ
                                         360        376,918.37          1
                                       6.250          2,327.42         88
                                       6.000          2,327.42
    WINTER PARK      FL   32789          2            11/12/02         10
    TO BE ASSIGNED                       05           01/01/03         25
    0107389835                           O            12/01/32
    0


    8443189          736/736             F          650,000.00         ZZ
                                         360        648,821.58          1
                                       6.500          4,108.45         78
                                       6.250          4,108.45
    MIAMI            FL   33140          5            12/04/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107445603                           O            01/01/33
    0


    8443191          736/736             F          344,000.00         ZZ
                                         360        342,954.71          1
                                       6.750          2,231.18         80
                                       6.500          2,231.18
    RUTHERFORD       NJ   07070          1            11/20/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0107446056                           O            12/01/32
    0


    8443193          736/736             F          448,000.00         ZZ
                                         360        446,864.39          1
                                       6.875          2,943.04         80
                                       6.625          2,943.04
    SAN DIEGO        CA   92110          5            11/19/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0107490468                           O            12/01/32
    0
1




    8443197          736/736             F          326,000.00         ZZ
                                         360        325,705.28          1
                                       6.500          2,060.55         78
                                       6.250          2,060.55
    SAN JOSE         CA   95122          2            01/03/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107503740                           O            02/01/33
    0


    8443199          736/736             F           57,200.00         ZZ
                                         360         57,147.02          1
                                       6.375            356.86         80
                                       6.125            356.86
    KENMORE          NY   14217          1            01/08/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107529158                           O            02/01/33
    0


    8443201          736/736             F          358,000.00         ZZ
                                         360        357,302.31          1
                                       6.125          2,175.25         73
                                       5.875          2,175.25
    WEST LINN        OR   97068          2            12/31/02         00
    TO BE ASSIGNED                       03           02/01/03          0
    0107542979                           O            01/01/33
    0


    8443205          736/736             F          382,000.00         ZZ
                                         360        381,646.19          1
                                       6.375          2,383.19         75
                                       6.125          2,383.19
    SANTA ANA        CA   92705          2            01/02/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107561466                           O            02/01/33
    0


    8443207          736/736             F          410,000.00         ZZ
                                         360        409,219.91          2
                                       6.250          2,524.45         78
                                       6.000          2,524.45
    LOS ANGELES      CA   90035          2            12/30/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107566218                           O            01/01/33
    0


    8443209          736/736             F          612,000.00         ZZ
                                         360        610,958.19          2
1


                                       6.375          3,818.09         80
                                       6.125          3,818.09
    FLUSHING         NY   11354          1            01/10/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107582629                           O            02/01/33
    0


    8443211          736/736             F          371,900.00         ZZ
                                         360        371,555.54          1
                                       6.375          2,320.18         80
                                       6.125          2,320.18
    DENVER           CO   80210          1            01/07/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107593378                           O            02/01/33
    0


    8443213          736/736             F          165,000.00         ZZ
                                         360        164,700.85          1
                                       6.500          1,042.92         48
                                       6.250          1,042.92
    WARWICK          NY   10990          5            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107593543                           O            01/01/33
    0


    8443215          736/736             F          408,000.00         ZZ
                                         360        407,260.32          1
                                       6.500          2,578.84         80
                                       6.250          2,578.84
    SAN DIEGO        CA   92104          5            12/26/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107593725                           O            01/01/33
    0


    8443217          736/736             F          161,500.00         ZZ
                                         360        161,364.31          1
                                       6.875          1,060.95         78
                                       6.625          1,060.95
    NAMPA            ID   83687          2            01/08/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107598393                           O            02/01/33
    0


    8443219          736/736             F          590,540.00         ZZ
                                         360        589,937.92          1
                                       5.875          3,493.27         70
                                       5.625          3,493.27
    ROSLYN HEIGHTS   NY   11577          5            01/07/03         00
    TO BE ASSIGNED                       05           03/01/03          0
1


    0107610610                           O            02/01/33
    0


    8443221          736/736             F          224,000.00         ZZ
                                         360        223,792.53          2
                                       6.375          1,397.47         80
                                       6.125          1,397.47
    BROOKLYN         NY   11235          1            01/14/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107612061                           O            02/01/33
    0


    8443223          736/736             F          580,000.00         ZZ
                                         360        579,449.67          1
                                       6.250          3,571.16         76
                                       6.000          3,571.16
    PHOENIX          AZ   85048          2            01/09/03         00
    TO BE ASSIGNED                       03           03/01/03          0
    0107616542                           O            02/01/33
    0


    8443225          736/736             F          406,400.00         ZZ
                                         360        405,607.99          1
                                       6.125          2,469.33         80
                                       5.875          2,469.33
    PARAMUS          NJ   07652          1            12/16/02         00
    TO BE ASSIGNED                       01           02/01/03          0
    0107621047                           O            01/01/33
    0


    8443227          736/736             F          258,000.00         ZZ
                                         360        257,761.04          1
                                       6.375          1,609.59         69
                                       6.125          1,609.59
    LITTLE COMPTON   RI   02837          5            01/08/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107625022                           O            02/01/33
    0


    8443229          736/736             F          448,000.00         ZZ
                                         360        447,585.06          1
                                       6.375          2,794.94         80
                                       6.125          2,794.94
    PACIFIC GROVE    CA   93950          5            01/03/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107630295                           O            02/01/33
    0


1


    8443231          736/736             F          460,000.00         ZZ
                                         360        459,594.14          2
                                       6.625          2,945.44         80
                                       6.375          2,945.44
    FLUSHING         NY   11354          1            01/08/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107645277                           O            02/01/33
    0


    8443233          736/736             F          322,700.00         ZZ
                                         360        322,401.11          1
                                       6.375          2,013.23         63
                                       6.125          2,013.23
    WAKE FOREST      NC   27587          2            01/10/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107654683                           O            02/01/33
    0


    8443237          736/736             F          568,000.00         ZZ
                                         360        566,413.35          1
                                       6.375          3,543.58         80
                                       6.125          3,543.58
    SANTA ROSA       CA   95409          5            11/19/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    0107672602                           O            12/01/32
    0


    8443239          736/736             F          396,000.00         ZZ
                                         360        395,282.08          1
                                       6.500          2,502.99         90
                                       6.250          2,502.99
    NORCO            CA   92860          1            12/04/02         11
    TO BE ASSIGNED                       05           02/01/03         25
    0107679698                           O            01/01/33
    0


    8443241          736/736             F          340,000.00         ZZ
                                         360        339,383.59          1
                                       6.500          2,149.04         80
                                       6.250          2,149.04
    BUFFALO GROVE    IL   60089          1            12/18/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107687188                           O            01/01/33
    0


    8443243          736/736             F          132,000.00         ZZ
                                         360        131,877.74          1
                                       6.375            823.51         80
                                       6.125            823.51
1


    ORTING           WA   98360          5            01/07/03         00
    TO BE ASSIGNED                       27           03/01/03          0
    0107690158                           O            02/01/33
    0


    8443245          736/736             F          368,000.00         ZZ
                                         360        367,316.49          1
                                       6.375          2,295.84         80
                                       6.125          2,295.84
    LAGUNA NIGUEL    CA   92677          1            12/02/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107692261                           O            01/01/33
    0


    8443247          736/736             F          780,000.00         ZZ
                                         360        779,259.90          1
                                       6.250          4,802.60         20
                                       6.000          4,802.60
    PEBBLE BEACH     CA   93953          2            01/08/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107699944                           O            02/01/33
    0


    8443249          736/736             F          300,000.00         ZZ
                                         360        299,715.34          1
                                       6.250          1,847.16         28
                                       6.000          1,847.16
    CARMEL           CA   93923          5            01/06/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107700601                           O            02/01/33
    0


    8443251          736/736             F          334,000.00         ZZ
                                         360        333,066.23          1
                                       5.500          1,896.42         72
                                       5.250          1,896.42
    SOUTH EASTON     MA   02375          1            12/27/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107706152                           O            01/01/33
    0


    8443255          736/736             F          549,500.00         ZZ
                                         360        548,574.05          1
                                       6.875          3,609.83         70
                                       6.625          3,609.83
    SANTA MONICA     CA   90403          5            12/27/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107713620                           O            01/01/33
    0
1




    8443257          736/736             F          464,950.00         ZZ
                                         360        464,065.37          1
                                       6.250          2,862.78         60
                                       6.000          2,862.78
    WOODLAND HILLS   CA   91367          2            12/30/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107716011                           O            01/01/33
    0


    8443261          736/736             F          627,000.00         ZZ
                                         360        625,807.05          1
                                       6.250          3,860.55         46
                                       6.000          3,860.55
    KENMORE          WA   98028          2            12/18/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107723355                           O            01/01/33
    0


    8443263          736/736             F          145,600.00         ZZ
                                         360        145,477.68          1
                                       6.875            956.49         80
                                       6.625            956.49
    SALT LAKE CITY   UT   84121          2            01/09/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107727661                           O            02/01/33
    0


    8443267          736/736             F          369,000.00         ZZ
                                         360        368,297.90          1
                                       6.250          2,272.00         75
                                       6.000          2,272.00
    NORTH BRUNSWICK  NJ   08902          5            12/19/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107730962                           O            01/01/33
    0


    8443269          736/736             F          354,500.00         ZZ
                                         360        353,887.84          1
                                       6.750          2,299.28         73
                                       6.500          2,299.28
    SAN JOSE         CA   95148          5            12/16/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107731622                           O            01/01/33
    0


    8443271          736/736             F          420,000.00         ZZ
                                         360        419,200.88          1
1


                                       6.250          2,586.02         63
                                       6.000          2,586.02
    LOS ANGELES      CA   91324          2            12/26/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107732802                           O            01/01/33
    0


    8443273          736/736             F          422,000.00         ZZ
                                         360        421,599.59          1
                                       6.250          2,598.33         41
                                       6.000          2,598.33
    SAN FRANCISCO    CA   94114          2            01/02/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107738809                           O            02/01/33
    0


    8443275          736/736             F          339,900.00         ZZ
                                         360        339,600.11          1
                                       6.625          2,176.42         58
                                       6.375          2,176.42
    ALAMO            CA   94507          2            01/03/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107739096                           O            02/01/33
    0


    8443277          736/736             F          257,600.00         ZZ
                                         360        257,361.41          1
                                       6.375          1,607.09         80
                                       6.125          1,607.09
    SAN JOSE         CA   95122          2            01/03/03         00
    TO BE ASSIGNED                       09           03/01/03          0
    0107756082                           O            02/01/33
    0


    8443279          736/736             F          400,000.00         ZZ
                                         360        399,620.46          1
                                       6.250          2,462.87         42
                                       6.000          2,462.87
    LAFAYETTE        CA   94549          5            01/03/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107768574                           O            02/01/33
    0


    8443281          736/736             F          322,000.00         ZZ
                                         360        321,701.76          1
                                       6.375          2,008.87         70
                                       6.125          2,008.87
    SAN JOSE         CA   95148          5            01/10/03         00
    TO BE ASSIGNED                       05           03/01/03          0
1


    0107769481                           O            02/01/33
    0


    8443283          736/736             F          412,000.00         ZZ
                                         360        411,599.56          1
                                       6.125          2,503.36         79
                                       5.875          2,503.36
    CALABASAS        CA   91302          1            01/08/03         00
    TO BE ASSIGNED                       03           03/01/03          0
    0107769531                           O            02/01/33
    0


    8443285          736/736             F          260,000.00         ZZ
                                         360        259,792.08          1
                                       7.125          1,751.67         76
                                       6.875          1,751.67
    COLUMBIA FALLS   MT   59912          5            01/09/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107770398                           O            02/01/33
    0


    8443287          736/736             F          314,000.00         ZZ
                                         360        313,702.06          1
                                       6.250          1,933.36         76
                                       6.000          1,933.36
    SISTERS          OR   97759          2            01/02/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107770505                           O            02/01/33
    0


    8443289          736/736             F          399,264.00         ZZ
                                         360        398,440.54          1
                                       6.125          2,425.97         80
                                       5.875          2,425.97
    EDEN PRAIRIE     MN   55347          1            12/31/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107777088                           O            01/01/33
    0


    8443291          736/736             F          480,000.00         ZZ
                                         360        479,150.66          1
                                       6.625          3,073.50         75
                                       6.375          3,073.50
    BARRINGTON       RI   02806          5            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    0107777385                           O            01/01/33
    0


1


    8443293          736/736             F          320,000.00         ZZ
                                         360        319,696.37          1
                                       6.250          1,970.30         80
                                       6.000          1,970.30
    OAK PARK AREA    CA   91377          2            01/08/03         00
    TO BE ASSIGNED                       09           03/01/03          0
    0107778334                           O            02/01/33
    0


    8443297          736/736             F          825,000.00         ZZ
                                         360        824,217.20          1
                                       6.250          5,079.67         69
                                       6.000          5,079.67
    SACRAMENTO       CA   95864          5            01/02/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107780389                           O            02/01/33
    0


    8443299          736/736             F          504,000.00         ZZ
                                         360        503,498.26          1
                                       6.000          3,021.74         60
                                       5.750          3,021.74
    BELL CANYON      CA   91307          2            01/06/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107790172                           O            02/01/33
    0


    8443303          736/736             F           93,250.00         ZZ
                                         360         93,101.07          1
                                       6.375            581.76         38
                                       6.125            581.76
    LOS ANGELES      CA   91316          5            01/10/03         00
    TO BE ASSIGNED                       01           03/01/03          0
    0107798241                           O            02/01/33
    0


    8443307          736/736             F           90,968.00         ZZ
                                         360         90,893.43          1
                                       7.000            605.22         80
                                       6.750            605.22
    FAIRVIEW         TN   37062          1            01/10/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    0107809972                           O            02/01/33
    0


    8448331          X12/787             F          544,000.00         ZZ
                                         360        542,939.82          1
                                       6.125          3,305.41         80
                                       5.875          3,305.41
1


    CENTREVILLE      VA   20120          2            12/18/02         00
    354511833                            03           02/01/03          0
    1628300076                           O            01/01/33
    0


    8448335          X12/787             F          340,000.00         ZZ
                                         360        339,685.09          1
                                       6.375          2,121.16         80
                                       6.125          2,121.16
    HOLLIS           NH   03049          1            12/30/02         00
    354512093                            05           03/01/03          0
    1628300078                           O            02/01/33
    0


    8448339          X12/787             F          457,600.00         ZZ
                                         360        457,133.45          1
                                       5.875          2,706.88         80
                                       5.625          2,706.88
    BOWIE            MD   20715          2            12/31/02         00
    354512418                            05           03/01/03          0
    1628300085                           O            02/01/33
    0


    8448343          X12/787             F          365,000.00         ZZ
                                         360        364,636.64          1
                                       6.000          2,188.36         77
                                       5.750          2,188.36
    DUNLAP           IL   61525          2            01/06/03         00
    354512094                            05           03/01/03          0
    1628600035                           O            02/01/33
    0


    8448345          X12/787             F          367,900.00         ZZ
                                         360        366,469.12          1
                                       6.375          2,295.22         80
                                       6.125          2,295.22
    ALEXANDRIA       VA   22304          1            11/12/02         00
    354510237                            05           01/01/03          0
    1628900037                           O            12/01/32
    0


    8448347          X12/787             F          450,000.00         ZZ
                                         360        446,316.28          1
                                       6.250          2,770.73         53
                                       6.000          2,770.73
    MCLEAN           VA   22101          1            11/19/02         00
    354510969                            05           01/01/03          0
    1628900039                           O            12/01/32
    0
1




    8448351          X12/787             F          450,000.00         ZZ
                                         360        447,737.68          1
                                       6.375          2,807.41         78
                                       6.125          2,807.41
    TAMPA            FL   33611          2            11/14/02         00
    354510970                            05           01/01/03          0
    1628900040                           O            12/01/32
    0


    8448353          X12/787             F          332,000.00         ZZ
                                         360        331,072.59          1
                                       6.375          2,071.25         80
                                       6.125          2,071.25
    ROCKVILLE        MD   20850          1            11/22/02         00
    354510971                            05           01/01/03          0
    1628900042                           O            12/01/32
    0


    8448355          X12/787             F          391,000.00         ZZ
                                         360        389,907.79          1
                                       6.375          2,439.33         53
                                       6.125          2,439.33
    MIAMI            FL   33133          2            11/27/02         00
    354511203                            05           01/01/03          0
    1628900045                           O            12/01/32
    0


    8448357          X12/787             F          352,000.00         ZZ
                                         360        350,931.56          1
                                       6.250          2,167.32         80
                                       6.000          2,167.32
    DAMASCUS         MD   20872          1            11/25/02         00
    354511204                            05           01/01/03          0
    1628900048                           O            12/01/32
    0


    8448359          X12/787             F          391,500.00         ZZ
                                         360        390,755.13          1
                                       6.250          2,410.53         80
                                       6.000          2,410.53
    FALLS CHURCH     VA   22044          1            12/05/02         00
    354511205                            03           02/01/03          0
    1628900049                           O            01/01/33
    0


    8448361          X12/787             F          403,000.00         ZZ
                                         360        401,874.25          2
1


                                       6.375          2,514.20         69
                                       6.125          2,514.20
    CHICAGO          IL   60640          2            11/11/02         00
    354511213                            05           01/01/03          0
    1629000036                           O            12/01/32
    0


    8448371          X12/787             F          445,000.00         ZZ
                                         360        443,555.88          1
                                       6.375          2,776.22         65
                                       6.125          2,776.22
    MORROW           OH   45152          5            11/22/02         00
    354511215                            05           01/01/03          0
    1629000038                           O            12/01/32
    0


    8448373          X12/787             F          379,000.00         ZZ
                                         360        378,296.07          1
                                       6.375          2,364.47         76
                                       6.125          2,364.47
    PARK RIDGE       IL   60068          2            11/29/02         00
    354512164                            05           02/01/03          0
    1629000039                           O            01/01/33
    0


    8448375          X12/787             F          400,000.00         ZZ
                                         360        399,257.07          1
                                       6.375          2,495.48         78
                                       6.125          2,495.48
    GLEN ALLEN       VA   23059          2            12/12/02         00
    354511890                            03           02/01/03          0
    1629100122                           O            01/01/33
    0


    8448377          X12/787             F          373,200.00         ZZ
                                         360        372,506.84          1
                                       6.375          2,328.29         80
                                       6.125          2,328.29
    RICHMOND         VA   23229          1            12/20/02         00
    354511834                            03           02/01/03          0
    1629100123                           O            01/01/33
    0


    8448381          X12/787             F          367,600.00         ZZ
                                         360        365,837.75          1
                                       6.250          2,263.38         80
                                       6.000          2,263.38
    CORONA           CA   92878          1            09/25/02         00
    354511891                            03           11/01/02          0
1


    1629400054                           O            10/01/32
    0


    8448383          X12/787             F          750,000.00         ZZ
                                         360        747,265.85          1
                                       6.500          4,740.51         68
                                       6.250          4,740.51
    SAN DIEGO        CA   92127          1            10/03/02         00
    354511655                            03           12/01/02          0
    1629400060                           O            11/01/32
    0


    8448385          X12/787             F          448,350.00         ZZ
                                         360        446,675.64          1
                                       6.375          2,797.13         73
                                       6.125          2,797.13
    ROWLAND HEIGHTS  CA   91748          2            10/04/02         00
    354510920                            05           12/01/02          0
    1629400079                           O            11/01/32
    0


    8448387          X12/787             F          428,800.00         ZZ
                                         360        427,686.18          1
                                       6.750          2,781.19         80
                                       6.500          2,781.19
    MODESTO          CA   95356          2            11/22/02         00
    354512465                            05           01/01/03          0
    1629800067                           O            12/01/32
    0


    8448389          X12/787             F          400,000.00         ZZ
                                         360        399,201.61          1
                                       6.000          2,398.20         73
                                       5.750          2,398.20
    VACAVILLE        CA   95688          1            12/04/02         00
    354512049                            05           02/01/03          0
    1629800108                           O            01/01/33
    0


    8448391          X12/787             F          342,000.00         ZZ
                                         360        341,394.87          1
                                       6.625          2,189.86         95
                                       6.375          2,189.86
    BURKE            VA   22015          1            12/30/02         01
    354512466                            05           02/01/03         30
    1629800130                           O            01/01/33
    0


1


    8448397          X12/787             F          555,000.00         ZZ
                                         360        553,969.19          1
                                       6.375          3,462.48         72
                                       6.125          3,462.48
    IRVINE           CA   92602          2            12/02/02         00
    354511893                            03           02/01/03          0
    1630200195                           O            01/01/33
    0


    8448399          X12/787             F          556,100.00         ZZ
                                         360        555,041.96          1
                                       6.250          3,424.00         45
                                       6.000          3,424.00
    ORANGE           CA   92869          2            12/20/02         00
    354512382                            05           02/01/03          0
    1630200197                           O            01/01/33
    0


    8448401          X12/787             F          372,000.00         ZZ
                                         360        370,935.56          1
                                       6.250          2,290.47         68
                                       6.000          2,290.47
    VILLA PARK       CA   92861          2            12/03/02         00
    354511144                            05           02/01/03          0
    1630200199                           O            01/01/33
    0


    8448405          X12/787             F          497,900.00         ZZ
                                         360        497,404.34          1
                                       6.000          2,985.16         80
                                       5.750          2,985.16
    TUSTIN           CA   92782          1            01/15/03         00
    354512555                            03           03/01/03          0
    1630200219                           O            02/01/33
    0


    8448407          X12/787             F          650,000.00         ZZ
                                         360        648,733.25          1
                                       6.125          3,949.47         80
                                       5.875          3,949.47
    FULLERTON        CA   92831          2            12/13/02         00
    354512556                            05           02/01/03          0
    1630200224                           O            01/01/33
    0


    8448409          X12/787             F          347,700.00         ZZ
                                         360        346,883.67          1
                                       6.625          2,226.36         55
                                       6.375          2,226.36
1


    MISSION VIEJO    CA   92692          2            12/19/02         00
    354512275                            03           02/01/03          0
    1630200229                           O            01/01/33
    0


    8448411          X12/787             F          336,000.00         ZZ
                                         360        335,360.72          1
                                       6.250          2,068.81         80
                                       6.000          2,068.81
    LAKE FOREST      CA   92630          1            12/24/02         00
    354512502                            03           02/01/03          0
    1630200230                           O            01/01/33
    0


    8448413          X12/787             F          607,200.00         ZZ
                                         360        606,595.53          1
                                       6.000          3,640.47         80
                                       5.750          3,640.47
    LONG BEACH       CA   90803          1            01/03/03         00
    354512557                            05           03/01/03          0
    1630200234                           O            02/01/33
    0


    8448417          X12/787             F          489,500.00         ZZ
                                         360        488,612.56          1
                                       6.500          3,093.98         70
                                       6.250          3,093.98
    EDISON           NJ   08820          5            12/16/02         00
    354512228                            05           02/01/03          0
    1630300024                           O            01/01/33
    0


    8448419          X12/787             F          403,500.00         ZZ
                                         360        402,732.29          1
                                       6.250          2,484.42         74
                                       6.000          2,484.42
    CAMBRIDGE        MA   02138          2            12/26/02         00
    354512384                            09           02/01/03          0
    1630300025                           O            01/01/33
    0


    8448421          X12/787             F          500,000.00         ZZ
                                         360        498,943.93          1
                                       6.375          3,119.35         76
                                       6.125          3,119.35
    BERKELEY HEIGHT  NJ   07922          1            12/27/02         00
    354512165                            05           02/01/03          0
    1630300029                           O            01/01/33
    0
1




    8448425          X12/787             F          336,000.00         ZZ
                                         360        335,360.72          1
                                       6.250          2,068.81         80
                                       6.000          2,068.81
    SEWELL           NJ   08080          1            12/16/02         00
    354512467                            05           02/01/03          0
    1630300034                           O            01/01/33
    0


    8448427          X12/787             F          450,000.00         ZZ
                                         360        449,203.76          1
                                       6.625          2,881.40         72
                                       6.375          2,881.40
    MERION           PA   19066          5            12/19/02         00
    354512560                            05           02/01/03          0
    1630300036                           O            01/01/33
    0


    8448429          X12/787             F          346,000.00         ZZ
                                         360        345,687.21          1
                                       6.500          2,186.96         79
                                       6.250          2,186.96
    BILLERICA        MA   01821          2            01/16/03         00
    354512561                            05           03/01/03          0
    1630300042                           O            02/01/33
    0


    8448431          X12/787             F          521,500.00         ZZ
                                         360        520,531.39          1
                                       6.375          3,253.49         68
                                       6.125          3,253.49
    NORRISTOWN       PA   19403          5            12/17/02         00
    354512096                            05           02/01/03          0
    1630300055                           O            01/01/33
    0


    8448433          X12/787             F          465,000.00         ZZ
                                         360        464,115.28          1
                                       6.250          2,863.09         78
                                       6.000          2,863.09
    DUXBURY          MA   02332          2            12/09/02         00
    354512098                            05           02/01/03          0
    1630300057                           O            01/01/33
    0


    8448435          X12/787             F          455,000.00         ZZ
                                         360        454,154.92          1
1


                                       6.375          2,838.61         17
                                       6.125          2,838.61
    VILLANOVA        PA   19085          2            12/06/02         00
    354512102                            05           02/01/03          0
    1630300079                           O            01/01/33
    0


    8448437          X12/787             F          750,000.00         ZZ
                                         360        748,704.89          1
                                       6.750          4,864.49         72
                                       6.500          4,864.49
    WINSTON-SALEM    NC   27104          2            12/16/02         00
    354512103                            05           02/01/03          0
    1630600012                           O            01/01/33
    0


    8448441          X12/787             F          544,232.00         ZZ
                                         360        543,145.71          1
                                       6.000          3,262.95         80
                                       5.750          3,262.95
    MORRISVILLE      NC   27560          1            12/20/02         00
    354511899                            03           02/01/03          0
    1630900098                           O            01/01/33
    0


    8448443          X12/787             F          421,600.00         ZZ
                                         360        420,758.48          1
                                       6.000          2,527.71         80
                                       5.750          2,527.71
    RALEIGH          NC   27614          1            12/30/02         00
    354512052                            05           02/01/03          0
    1630900104                           O            01/01/33
    0


    8448447          X12/787             F          360,000.00         T
                                         360        354,935.17          1
                                       6.125          2,187.40         54
                                       5.875          2,187.40
    HOT SPRINGS      AR   71913          2            12/09/02         00
    354512564                            05           02/01/03          0
    1631300010                           O            01/01/33
    0


    8448449          X12/787             F          375,000.00         ZZ
                                         360        374,251.51          1
                                       6.000          2,248.31         79
                                       5.750          2,248.31
    PROSPECT         KY   40059          2            12/16/02         00
    354511975                            05           02/01/03          0
1


    1631700033                           O            01/01/33
    0


    8448453          X12/787             F          403,000.00         ZZ
                                         360        402,214.62          1
                                       6.125          2,448.67         68
                                       5.875          2,448.67
    CLARKSVILLE      MD   21029          2            12/12/02         00
    354511976                            03           02/01/03          0
    1632500027                           O            01/01/33
    0


    8448457          X12/787             F          336,000.00         ZZ
                                         360        335,016.28          1
                                       6.375          2,096.20         59
                                       6.125          2,096.20
    MCLEAN           VA   22101          5            11/22/02         00
    354511228                            05           01/01/03          0
    1632500028                           O            12/01/32
    0


    8448461          X12/787             F          412,000.00         ZZ
                                         360        411,271.00          1
                                       6.625          2,638.08         80
                                       6.375          2,638.08
    ANNANDALE        VA   22003          2            12/09/02         00
    354511900                            05           02/01/03          0
    1632500032                           O            01/01/33
    0


    8448463          X12/787             F          438,500.00         ZZ
                                         360        437,645.44          1
                                       6.125          2,664.37         56
                                       5.875          2,664.37
    VIENNA           VA   22182          5            12/13/02         00
    354511901                            05           02/01/03          0
    1632500035                           O            01/01/33
    0


    8448465          X12/787             F          342,000.00         ZZ
                                         360        341,333.50          1
                                       6.125          2,078.03         60
                                       5.875          2,078.03
    BETHESDA         MD   20817          5            12/11/02         00
    354511838                            05           02/01/03          0
    1632500036                           O            01/01/33
    0


1


    8448467          X12/787             F          457,000.00         ZZ
                                         360        456,087.82          1
                                       6.000          2,739.95         72
                                       5.750          2,739.95
    ARLINGTON        VA   22201          5            12/17/02         00
    354512166                            05           02/01/03          0
    1632500041                           O            01/01/33
    0


    8448469          X12/787             F          408,000.00         ZZ
                                         360        407,584.03          1
                                       5.875          2,413.47         80
                                       5.625          2,413.47
    BOWIE            MD   20721          2            01/13/03         00
    354512566                            05           03/01/03          0
    1632500042                           O            02/01/33
    0


    8448473          X12/787             F          350,000.00         ZZ
                                         360        349,334.09          1
                                       6.250          2,155.01         80
                                       6.000          2,155.01
    ARLINGTON        VA   22207          1            12/20/02         00
    354511977                            05           02/01/03          0
    1632500050                           O            01/01/33
    0


    8448475          X12/787             F          396,000.00         ZZ
                                         360        395,209.59          1
                                       6.000          2,374.22         73
                                       5.750          2,374.22
    LORTON           VA   22079          2            12/23/02         00
    354512104                            03           02/01/03          0
    1632500055                           O            01/01/33
    0


    8448477          X12/787             F          650,000.00         ZZ
                                         360        649,321.36          1
                                       5.750          3,793.22         77
                                       5.500          3,793.22
    FALLS CHURCH     VA   22043          2            01/10/03         00
    354512504                            03           03/01/03          0
    1632500063                           O            02/01/33
    0


    8448479          X12/787             F          340,000.00         ZZ
                                         360        339,661.53          1
                                       6.000          2,038.47         80
                                       5.750          2,038.47
1


    ALEXANDRIA       VA   22314          1            01/09/03         00
    354512338                            05           03/01/03          0
    1632500064                           O            02/01/33
    0


    8448481          X12/787             F          326,000.00         ZZ
                                         360        325,394.51          1
                                       6.375          2,033.82         73
                                       6.125          2,033.82
    CLIFTON          VA   20124          5            12/16/02         00
    354511839                            05           02/01/03          0
    1632700030                           O            01/01/33
    0


    8448483          X12/787             F          380,000.00         ZZ
                                         360        379,223.26          1
                                       5.875          2,247.84         79
                                       5.625          2,247.84
    RESTON           VA   20190          2            12/06/02         00
    354512505                            03           02/01/03          0
    1632700035                           O            01/01/33
    0


    8448485          X12/787             F          460,000.00         ZZ
                                         360        458,586.14          1
                                       5.875          2,721.07         80
                                       5.625          2,721.07
    LA HABRA HEIGHT  CA   90631          1            11/22/02         00
    354512340                            05           01/01/03          0
    1632900009                           O            12/01/32
    0


    8448487          X12/787             F          375,000.00         ZZ
                                         360        373,952.49          1
                                       6.375          2,339.51         80
                                       6.125          2,339.51
    LAKESIDE         CA   92040          5            11/13/02         00
    354511657                            05           01/01/03          0
    1632900010                           O            12/01/32
    0


    8448489          X12/787             F          350,000.00         ZZ
                                         360        349,301.40          1
                                       6.000          2,098.43         60
                                       5.750          2,098.43
    LONG BEACH       CA   90803          2            12/04/02         00
    354511658                            05           02/01/03          0
    1632900012                           O            01/01/33
    0
1




    8448491          X12/787             F          345,000.00         ZZ
                                         360        344,327.65          1
                                       6.125          2,096.26         47
                                       5.875          2,096.26
    ENCINITAS        CA   92024          2            12/13/02         00
    354512571                            05           02/01/03          0
    1632900014                           O            01/01/33
    0


    8448493          X12/787             F          372,000.00         ZZ
                                         360        371,292.22          1
                                       6.250          2,290.47         80
                                       6.000          2,290.47
    SAN DIEGO        CA   92120          1            12/04/02         00
    354511659                            05           02/01/03          0
    1632900016                           O            01/01/33
    0


    8448499          X12/787             F          385,000.00         ZZ
                                         360        383,491.66          1
                                       6.125          2,339.31         43
                                       5.875          2,339.31
    FRESNO           CA   93711          5            10/17/02         00
    354511661                            05           12/01/02          0
    1602201666                           O            11/01/32
    0


    8448501          X12/787             F          384,000.00         ZZ
                                         360        383,286.77          1
                                       6.375          2,395.67         80
                                       6.125          2,395.67
    SACRAMENTO       CA   95831          1            12/05/02         00
    354512508                            05           02/01/03          0
    1602201673                           O            01/01/33
    0


    8448505          X12/787             F          542,000.00         ZZ
                                         360        540,993.33          1
                                       6.375          3,381.38         73
                                       6.125          3,381.38
    WESTLAKE         OH   44145          5            12/23/02         00
    354512473                            05           02/01/03          0
    1602201679                           O            01/01/33
    0


    8448507          X12/787             F          510,000.00         ZZ
                                         360        508,540.70          1
1


                                       6.250          3,140.16         40
                                       6.000          3,140.16
    MERCER ISLAND    WA   98040          2            12/09/02         00
    354512509                            05           01/01/03          0
    1602201684                           O            12/01/32
    0


    8448511          X12/787             F          560,000.00         ZZ
                                         360        558,855.30          1
                                       5.875          3,312.62         80
                                       5.625          3,312.62
    GLENDALE         AZ   85310          4            12/20/02         00
    354512276                            03           02/01/03          0
    1602201695                           O            01/01/33
    0


    8448513          X12/787             F          460,000.00         ZZ
                                         360        458,745.69          1
                                       6.500          2,907.51         73
                                       6.250          2,907.51
    AROMAS           CA   95004          5            11/21/02         00
    354512305                            05           01/01/03          0
    1602201696                           O            12/01/32
    0


    8448515          X12/787             F          650,000.00         ZZ
                                         360        648,702.60          1
                                       6.000          3,897.08         29
                                       5.750          3,897.08
    RANCHO SANTA FE  CA   92067          2            12/16/02         00
    354512423                            03           02/01/03          0
    1602201700                           O            01/01/33
    0


    8448517          X12/787             F          344,000.00         ZZ
                                         360        343,345.50          1
                                       6.250          2,118.07         80
                                       6.000          2,118.07
    FRIENDSWOOD      TX   77546          1            12/09/02         00
    354511903                            03           02/01/03          0
    1602201728                           O            01/01/33
    0


    8448519          X12/787             F          548,000.00         ZZ
                                         360        546,982.18          1
                                       6.375          3,418.81         80
                                       6.125          3,418.81
    SAN DIEGO        CA   92106          1            12/26/02         00
    354512510                            05           02/01/03          0
1


    1605400216                           O            01/01/33
    0


    8448521          X12/787             F          330,400.00         ZZ
                                         360        329,756.10          1
                                       6.125          2,007.55         77
                                       5.875          2,007.55
    SAN JOSE         CA   95119          2            12/12/02         00
    354511983                            05           02/01/03          0
    1610700445                           O            01/01/33
    0


    8448523          X12/787             F          365,000.00         ZZ
                                         360        362,708.07          1
                                       6.625          2,337.14         49
                                       6.375          2,337.14
    SANTA CLARA      CA   95051          5            07/12/02         00
    354512433                            05           09/01/02          0
    1612500380                           O            08/01/32
    0


    8448525          X12/787             F          340,000.00         ZZ
                                         360        339,095.09          1
                                       6.625          2,177.06         75
                                       6.375          2,177.06
    SAN JOSE         CA   95123          2            11/18/02         00
    354511667                            05           01/01/03          0
    1612500596                           O            12/01/32
    0


    8448527          X12/787             F          650,000.00         ZZ
                                         360        648,184.29          1
                                       6.375          4,055.16         75
                                       6.125          4,055.16
    UNION CITY       CA   94587          2            11/14/02         00
    354511568                            05           01/01/03          0
    1612500597                           O            12/01/32
    0


    8448529          X12/787             F          386,000.00         ZZ
                                         360        385,300.19          1
                                       6.500          2,439.79         58
                                       6.250          2,439.79
    DANVILLE         CA   94526          5            11/27/02         00
    354512310                            03           02/01/03          0
    1612500599                           O            01/01/33
    0


1


    8448531          X12/787             F          348,000.00         ZZ
                                         360        347,073.78          1
                                       6.625          2,228.29         47
                                       6.375          2,228.29
    ALAMO            CA   94507          2            11/13/02         00
    354511669                            05           01/01/03          0
    1612500605                           O            12/01/32
    0


    8448533          X12/787             F          377,000.00         ZZ
                                         360        375,946.89          1
                                       6.375          2,351.99         77
                                       6.125          2,351.99
    SAN JOSE         CA   95117          2            11/15/02         00
    354511670                            05           01/01/03          0
    1612500607                           O            12/01/32
    0


    8448535          X12/787             F          396,000.00         ZZ
                                         360        394,946.03          1
                                       6.625          2,535.64         78
                                       6.375          2,535.64
    DALY CITY        CA   94015          2            11/15/02         00
    354511671                            05           01/01/03          0
    1612500609                           O            12/01/32
    0


    8448537          X12/787             F          358,500.00         ZZ
                                         360        357,865.65          1
                                       6.625          2,295.52         72
                                       6.375          2,295.52
    EL SORBRANTE     CA   94803          2            11/21/02         00
    354512311                            03           02/01/03          0
    1612500619                           O            01/01/33
    0


    8448539          X12/787             F          380,000.00         ZZ
                                         360        379,311.08          1
                                       6.500          2,401.86         33
                                       6.250          2,401.86
    SAN JOSE         CA   95138          2            11/21/02         00
    354512312                            03           02/01/03          0
    1612500621                           O            01/01/33
    0


    8448541          X12/787             F          355,000.00         ZZ
                                         360        354,401.80          1
                                       6.875          2,332.10         65
                                       6.625          2,332.10
1


    OAKLAND          CA   94611          5            12/12/02         00
    354511919                            05           02/01/03          0
    1612500641                           O            01/01/33
    0


    8448545          X12/787             F          417,000.00         ZZ
                                         360        416,640.97          1
                                       6.750          2,704.66         48
                                       6.500          2,704.66
    MORAGA           CA   94556          2            12/23/02         00
    354512116                            05           03/01/03          0
    1612500626                           O            02/01/33
    0


    8448547          X12/787             F          620,000.00         ZZ
                                         360        618,929.38          1
                                       6.750          4,021.31         48
                                       6.500          4,021.31
    FREMONT          CA   94539          5            11/26/02         00
    354512313                            03           02/01/03          0
    1612500640                           O            01/01/33
    0


    8448549          X12/787             F          437,714.00         ZZ
                                         360        436,976.43          1
                                       6.875          2,875.47         79
                                       6.625          2,875.47
    NEWARK           CA   94560          2            12/05/02         00
    354512061                            03           02/01/03          0
    1612500647                           O            01/01/33
    0


    8448551          X12/787             F          455,000.00         ZZ
                                         360        454,175.12          1
                                       6.500          2,875.91         57
                                       6.250          2,875.91
    FREMONT          CA   94536          2            12/05/02         00
    354512314                            03           02/01/03          0
    1612500650                           O            01/01/33
    0


    8448553          X12/787             F          390,000.00         ZZ
                                         360        389,342.82          1
                                       6.875          2,562.03         69
                                       6.625          2,562.03
    SPRECKELS        CA   93962          5            12/13/02         00
    354511920                            05           02/01/03          0
    1612500658                           O            01/01/33
    0
1




    8448555          X12/787             F          535,000.00         ZZ
                                         360        534,076.16          1
                                       6.750          3,470.00         79
                                       6.500          3,470.00
    SAN RAMON        CA   94583          2            12/06/02         00
    354511676                            03           02/01/03          0
    1612500659                           O            01/01/33
    0


    8448557          X12/787             F          420,000.00         ZZ
                                         360        419,620.31          1
                                       6.500          2,654.69         39
                                       6.250          2,654.69
    GILROY           CA   95020          5            12/24/02         00
    354512477                            05           03/01/03          0
    1612500686                           O            02/01/33
    0


    8448561          X12/787             F          705,500.00         ZZ
                                         360        700,190.76          1
                                       6.250          4,343.89         79
                                       6.000          4,343.89
    ALISO VIEJO      CA   92656          2            10/28/02         00
    354511678                            03           12/01/02          0
    1618500879                           O            11/01/32
    0


    8448573          X12/787             F          450,000.00         ZZ
                                         360        449,602.97          1
                                       6.625          2,881.40         68
                                       6.375          2,881.40
    MARIETTA         GA   30064          5            01/04/03         00
    354512523                            05           03/01/03          0
    1618501033                           O            02/01/33
    0


    8448575          X12/787             F          890,000.00         ZZ
                                         360        888,306.66          1
                                       6.250          5,479.89         53
                                       6.000          5,479.89
    JACKSON          WY   83001          2            12/12/02         00
    354512524                            03           02/01/03          0
    1618501046                           O            01/01/33
    0


    8448579          X12/787             F          403,200.00         ZZ
                                         360        402,415.33          1
1


                                       6.250          2,482.58         80
                                       6.000          2,482.58
    SALINAS          CA   93906          2            12/05/02         00
    354511683                            05           02/01/03          0
    1618501063                           O            01/01/33
    0


    8448583          X12/787             F        1,000,000.00         ZZ
                                         360        998,097.36          1
                                       6.250          6,157.18         63
                                       6.000          6,157.18
    OAKWOOD          GA   30566          2            12/12/02         00
    354511684                            03           02/01/03          0
    1618501083                           O            01/01/33
    0


    8448585          X12/787             F          614,000.00         ZZ
                                         360        612,831.78          1
                                       6.250          3,780.51         79
                                       6.000          3,780.51
    NEWARK           CA   94560          2            12/20/02         00
    354512121                            03           02/01/03          0
    1618501093                           O            01/01/33
    0


    8448587          X12/787             F          480,000.00         ZZ
                                         360        478,626.53          1
                                       6.250          2,955.45         80
                                       6.000          2,955.45
    LADERA RANCH     CA   92684          5            11/22/02         00
    354511686                            03           01/01/03          0
    1618501099                           O            12/01/32
    0


    8448589          X12/787             F          428,000.00         ZZ
                                         360        426,416.97          1
                                       6.250          2,635.27         80
                                       6.000          2,635.27
    SAN JOSE         CA   95112          1            12/19/02         00
    354511927                            03           02/01/03          0
    1618501160                           O            01/01/33
    0


    8448593          X12/787             F          480,000.00         ZZ
                                         360        479,086.73          1
                                       6.250          2,955.45         80
                                       6.000          2,955.45
    FREMONT          CA   94539          1            12/17/02         00
    354511929                            05           02/01/03          0
1


    1618501174                           O            01/01/33
    0


    8448595          X12/787             F          385,000.00         ZZ
                                         360        384,231.54          1
                                       6.000          2,308.27         34
                                       5.750          2,308.27
    SAN JOSE         CA   95120          5            12/19/02         00
    354512238                            05           02/01/03          0
    1618501175                           O            01/01/33
    0


    8448599          X12/787             F          441,700.00         ZZ
                                         360        440,818.36          1
                                       6.000          2,648.22         74
                                       5.750          2,648.22
    ROCKLIN          CA   95765          5            12/13/02         00
    354512480                            05           02/01/03          0
    1618501176                           O            01/01/33
    0


    8448601          X12/787             F          556,000.00         ZZ
                                         360        554,291.06          1
                                       5.875          3,288.95         60
                                       5.625          3,288.95
    LOS ANGELES      CA   90272          2            11/25/02         00
    354511698                            05           01/01/03          0
    1618501191                           O            12/01/32
    0


    8448603          X12/787             F          429,000.00         ZZ
                                         360        427,681.40          1
                                       5.875          2,537.70         60
                                       5.625          2,537.70
    SAN JOSE         CA   95120          2            11/21/02         00
    354511930                            05           01/01/03          0
    1618501192                           O            12/01/32
    0


    8448605          X12/787             F          649,900.00         ZZ
                                         360        648,602.81          1
                                       6.000          3,896.48         69
                                       5.750          3,896.48
    SCOTTSDALE       AZ   85259          1            12/03/02         00
    354511699                            05           02/01/03          0
    1618501193                           O            01/01/33
    0


1


    8448607          X12/787             F          379,000.00         ZZ
                                         360        377,045.38          1
                                       6.000          2,272.30         66
                                       5.750          2,272.30
    LONG BEACH       CA   90814          2            11/07/02         00
    354511700                            05           01/01/03          0
    1618501194                           O            12/01/32
    0


    8448609          X12/787             F          378,000.00         ZZ
                                         360        376,865.42          1
                                       6.000          2,266.31         55
                                       5.750          2,266.31
    SEAL BEACH       CA   90740          2            11/18/02         00
    354511701                            05           01/01/03          0
    1618501195                           O            12/01/32
    0


    8448613          X12/787             F          615,000.00         ZZ
                                         360        613,154.08          1
                                       6.000          3,687.24         59
                                       5.750          3,687.24
    GRANITE BAY      CA   95746          2            11/22/02         00
    354511702                            03           01/01/03          0
    1618501196                           O            12/01/32
    0


    8448617          X12/787             F          386,000.00         ZZ
                                         360        384,841.42          1
                                       6.000          2,314.27         80
                                       5.750          2,314.27
    SAN JOSE         CA   95135          2            11/25/02         00
    354511703                            01           01/01/03          0
    1618501197                           O            12/01/32
    0


    8448621          X12/787             F          449,600.00         ZZ
                                         360        448,250.53          1
                                       6.000          2,695.58         34
                                       5.750          2,695.58
    CALABASAS        CA   91302          2            11/13/02         00
    354511704                            03           01/01/03          0
    1618501198                           O            12/01/32
    0


    8448623          X12/787             F          395,000.00         ZZ
                                         360        393,814.40          1
                                       6.000          2,368.23         42
                                       5.750          2,368.23
1


    LOS GATOS        CA   95030          5            11/25/02         00
    354511705                            05           01/01/03          0
    1618501199                           O            12/01/32
    0


    8448625          X12/787             F          500,000.00         ZZ
                                         360        499,001.99          1
                                       6.000          2,997.76         53
                                       5.750          2,997.76
    LAKE WORTH       FL   33462          5            12/02/02         00
    354511706                            05           02/01/03          0
    1618501200                           O            01/01/33
    0


    8448629          X12/787             F          375,000.00         ZZ
                                         360        373,874.44          1
                                       6.000          2,248.32         75
                                       5.750          2,248.32
    VALENCIA         CA   91354          5            11/21/02         00
    354511997                            03           01/01/03          0
    1618501201                           O            12/01/32
    0


    8448633          X12/787             F          649,000.00         ZZ
                                         360        647,704.59          1
                                       6.000          3,891.09         52
                                       5.750          3,891.09
    SAN FRANCISCO    CA   94116          5            12/02/02         00
    354511707                            05           02/01/03          0
    1618501202                           O            01/01/33
    0


    8448635          X12/787             F          358,000.00         ZZ
                                         360        356,925.46          1
                                       6.000          2,146.40         42
                                       5.750          2,146.40
    NORMANDY PARK    WA   98166          5            11/22/02         00
    354511708                            05           01/01/03          0
    1618501203                           O            12/01/32
    0


    8448637          X12/787             F          340,000.00         ZZ
                                         360        338,977.67          1
                                       6.000          2,038.48         51
                                       5.750          2,038.48
    REDMOND          WA   98053          5            11/25/02         00
    354511709                            03           01/01/03          0
    1618501204                           O            12/01/32
    0
1




    8448639          X12/787             F          385,000.00         ZZ
                                         360        383,844.43          1
                                       6.000          2,308.27         46
                                       5.750          2,308.27
    REDWOOD CITY     CA   94061          5            11/22/02         00
    354511710                            05           01/01/03          0
    1618501205                           O            12/01/32
    0


    8448641          X12/787             F          525,000.00         ZZ
                                         360        523,461.36          1
                                       6.125          3,189.96         55
                                       5.875          3,189.96
    MILL VALLEY      CA   94941          2            11/20/02         00
    354511711                            05           01/01/03          0
    1618501206                           O            12/01/32
    0


    8448643          X12/787             F          550,000.00         ZZ
                                         360        548,924.09          1
                                       6.125          3,341.86         57
                                       5.875          3,341.86
    PHOENIX          AZ   85022          2            11/27/02         00
    354511713                            05           02/01/03          0
    1618501208                           O            01/01/33
    0


    8448645          X12/787             F          568,000.00         ZZ
                                         360        566,335.35          1
                                       6.125          3,451.23         65
                                       5.875          3,451.23
    NAPA             CA   94559          2            11/24/02         00
    354511714                            05           01/01/03          0
    1618501209                           O            12/01/32
    0


    8448647          X12/787             F          324,000.00         ZZ
                                         360        323,050.44          1
                                       6.125          1,968.66         80
                                       5.875          1,968.66
    HUNTINGTON BEAC  CA   92649          5            11/21/02         00
    354511715                            05           01/01/03          0
    1618501210                           O            12/01/32
    0


    8448649          X12/787             F          423,000.00         ZZ
                                         360        421,760.28          1
1


                                       6.125          2,570.20         58
                                       5.875          2,570.20
    LOOKOUT MT       TN   37350          5            11/22/02         00
    354511716                            05           01/01/03          0
    1618501211                           O            12/01/32
    0


    8448651          X12/787             F          432,000.00         ZZ
                                         360        430,295.33          1
                                       6.125          2,624.88         60
                                       5.875          2,624.88
    BOULDER          CO   80301          5            11/26/02         00
    354511717                            05           01/01/03          0
    1618501212                           O            12/01/32
    0


    8448653          X12/787             F          585,500.00         ZZ
                                         360        583,784.06          1
                                       6.125          3,557.56         59
                                       5.875          3,557.56
    CARMEL           CA   93923          5            11/21/02         00
    354511718                            05           01/01/03          0
    1618501213                           O            12/01/32
    0


    8448655          X12/787             F          450,000.00         ZZ
                                         360        449,123.02          1
                                       6.125          2,734.25         50
                                       5.875          2,734.25
    SUNNYVALE        CA   94087          5            12/02/02         00
    354511719                            05           02/01/03          0
    1618501214                           O            01/01/33
    0


    8448657          X12/787             F          348,000.00         ZZ
                                         360        347,136.84          1
                                       6.250          2,142.70         80
                                       6.000          2,142.70
    MILPITAS         CA   95035          1            12/04/02         00
    354511720                            05           02/01/03          0
    1618501215                           O            01/01/33
    0


    8448659          X12/787             F          470,000.00         ZZ
                                         360        467,529.61          1
                                       6.250          2,893.88         68
                                       6.000          2,893.88
    BURIEN           WA   98166          5            11/22/02         00
    354511722                            05           01/01/03          0
1


    1618501217                           O            12/01/32
    0


    8448661          X12/787             F          440,000.00         ZZ
                                         360        438,740.99          1
                                       6.250          2,709.16         32
                                       6.000          2,709.16
    LA JOLLA         CA   92037          2            11/22/02         00
    354511723                            05           01/01/03          0
    1618501218                           O            12/01/32
    0


    8448663          X12/787             F          378,000.00         ZZ
                                         360        376,918.38          1
                                       6.250          2,327.42         76
                                       6.000          2,327.42
    BENICIA          CA   94510          2            11/23/02         00
    354511724                            05           01/01/03          0
    1618501219                           O            12/01/32
    0


    8448665          X12/787             F          350,000.00         ZZ
                                         360        349,334.07          1
                                       6.250          2,155.02         70
                                       6.000          2,155.02
    SONOMA           CA   95476          5            12/02/02         00
    354511726                            05           02/01/03          0
    1618501221                           O            01/01/33
    0


    8448667          X12/787             F          343,000.00         ZZ
                                         360        340,957.87          1
                                       6.250          2,111.91         59
                                       6.000          2,111.91
    DUBLIN           CA   94568          5            11/18/02         00
    354511728                            05           01/01/03          0
    1618501223                           O            12/01/32
    0


    8448669          X12/787             F          552,000.00         ZZ
                                         360        550,458.03          1
                                       6.375          3,443.77         58
                                       6.125          3,443.77
    FOSTER CITY      CA   94404          2            11/19/02         00
    354511729                            05           01/01/03          0
    1618501224                           O            12/01/32
    0


1


    8448671          X12/787             F          481,000.00         ZZ
                                         360        479,656.38          1
                                       6.375          3,000.82         65
                                       6.125          3,000.82
    LOS ANGELES      CA   90035          2            11/20/02         00
    354511731                            05           01/01/03          0
    1618501227                           O            12/01/32
    0


    8448673          X12/787             F          567,000.00         ZZ
                                         360        565,242.91          1
                                       6.375          3,537.35         75
                                       6.125          3,537.35
    SAN RAMON        CA   94583          5            11/22/02         00
    354511732                            05           01/01/03          0
    1618501228                           O            12/01/32
    0


    8448677          X12/787             F          390,000.00         ZZ
                                         360        388,910.57          1
                                       6.375          2,433.10         57
                                       6.125          2,433.10
    SAN CLEMENTE     CA   92673          5            11/26/02         00
    354511733                            03           01/01/03          0
    1618501229                           O            12/01/32
    0


    8448679          X12/787             F          517,000.00         ZZ
                                         360        515,590.26          1
                                       6.500          3,267.80         64
                                       6.250          3,267.80
    FREMONT          CA   94539          2            11/25/02         00
    354511734                            03           01/01/03          0
    1618501230                           O            12/01/32
    0


    8448681          X12/787             F          640,000.00         ZZ
                                         360        638,199.51          1
                                       6.500          4,045.24         79
                                       6.250          4,045.24
    SAN MARCOS       CA   92069          2            11/22/02         00
    354511735                            03           01/01/03          0
    1618501231                           O            12/01/32
    0


    8448683          X12/787             F          547,000.00         ZZ
                                         360        545,508.46          1
                                       6.500          3,457.42         70
                                       6.250          3,457.42
1


    LOOMIS           CA   95650          2            11/22/02         00
    354511736                            03           01/01/03          0
    1618501232                           O            12/01/32
    0


    8448685          X12/787             F          436,000.00         ZZ
                                         360        434,811.13          1
                                       6.500          2,755.82         64
                                       6.250          2,755.82
    LOS ANGELES      CA   90034          2            11/18/02         00
    354511737                            05           01/01/03          0
    1618501233                           O            12/01/32
    0


    8448687          X12/787             F          357,000.00         ZZ
                                         360        356,049.84          1
                                       6.625          2,285.92         67
                                       6.375          2,285.92
    STEVENSON RANCH  CA   91381          2            11/29/02         00
    354511738                            03           01/01/03          0
    1618501234                           O            12/01/32
    0


    8448693          X12/787             F          503,200.00         ZZ
                                         360        502,722.54          1
                                       6.250          3,098.29         80
                                       6.000          3,098.29
    PLEASANTON       CA   94566          1            12/31/02         00
    354512392                            05           03/01/03          0
    1618501238                           O            02/01/33
    0


    8448697          X12/787             F          408,800.00         ZZ
                                         360        408,040.71          1
                                       6.375          2,550.39         41
                                       6.125          2,550.39
    ORINDA           CA   94563          2            12/18/02         00
    354512240                            05           02/01/03          0
    1618501239                           O            01/01/33
    0


    8448699          X12/787             F          470,700.00         ZZ
                                         360        469,737.85          1
                                       5.875          2,784.37         90
                                       5.625          2,784.37
    LOS ANGELES      CA   90025          1            12/18/02         10
    354512481                            05           02/01/03         25
    1618501241                           O            01/01/33
    0
1




    8448701          X12/787             F          333,000.00         ZZ
                                         360        332,684.03          1
                                       6.250          2,050.34         80
                                       6.000          2,050.34
    CASTRO VALLEY    CA   94546          2            01/07/03         00
    354512528                            05           03/01/03          0
    1618501242                           O            02/01/33
    0


    8448703          X12/787             F          528,000.00         ZZ
                                         360        526,946.11          1
                                       6.000          3,165.63         80
                                       5.750          3,165.63
    ROWLAND HEIGHTS  CA   91748          2            12/16/02         00
    354512241                            05           02/01/03          0
    1618501247                           O            01/01/33
    0


    8448705          X12/787             F          351,800.00         ZZ
                                         360        351,177.51          1
                                       6.625          2,252.62         70
                                       6.375          2,252.62
    MILPITAS         CA   95035          2            12/18/02         00
    354512482                            05           02/01/03          0
    1618501252                           O            01/01/33
    0


    8448707          X12/787             F          400,000.00         ZZ
                                         360        399,592.17          1
                                       5.875          2,366.16         71
                                       5.625          2,366.16
    HAYWARD          CA   94544          2            01/03/03         00
    354512483                            03           03/01/03          0
    1618501285                           O            02/01/33
    0


    8448709          X12/787             F          337,000.00         ZZ
                                         360        336,358.81          1
                                       6.250          2,074.97         77
                                       6.000          2,074.97
    SAN JOSE         CA   95123          2            12/26/02         00
    354512127                            05           02/01/03          0
    1618501291                           O            01/01/33
    0


    8448711          X12/787             F          340,000.00         ZZ
                                         360        339,337.39          1
1


                                       6.125          2,065.88         56
                                       5.875          2,065.88
    SMITHTOWN        NY   11787          5            12/06/02         00
    354511742                            05           02/01/03          0
    1620400060                           O            01/01/33
    0


    8448713          X12/787             F          385,000.00         ZZ
                                         360        384,302.01          1
                                       6.500          2,433.47         44
                                       6.250          2,433.47
    LARCHMONT        NY   10538          2            12/11/02         00
    354512395                            05           02/01/03          0
    1620400084                           O            01/01/33
    0


    8448715          X12/787             F          358,000.00         ZZ
                                         360        356,975.62          1
                                       6.250          2,204.27         77
                                       6.000          2,204.27
    CORONA           CA   92882          2            11/12/02         00
    354510269                            03           01/01/03          0
    1622100130                           O            12/01/32
    0


    8448719          X12/787             F          630,000.00         ZZ
                                         360        628,109.06          1
                                       6.000          3,777.17         71
                                       5.750          3,777.17
    LA CANADA FLINT  CA   91011          5            11/07/02         00
    354512072                            05           01/01/03          0
    1622100131                           O            12/01/32
    0


    8448721          X12/787             F          400,000.00         ZZ
                                         360        398,855.45          1
                                       6.250          2,462.87         70
                                       6.000          2,462.87
    LAKE FOREST      CA   92630          5            11/25/02         00
    354512073                            03           01/01/03          0
    1622100136                           O            12/01/32
    0


    8448723          X12/787             F          500,000.00         ZZ
                                         360        499,002.01          1
                                       6.000          2,997.75         70
                                       5.750          2,997.75
    SAN CLEMENTE     CA   92673          5            12/09/02         00
    354512398                            03           02/01/03          0
1


    1622100148                           O            01/01/33
    0


    8448731          X12/787             F          488,000.00         ZZ
                                         360        487,002.50          1
                                       5.875          2,886.70         80
                                       5.625          2,886.70
    SANTA ANA        CA   92705          1            12/13/02         00
    354512131                            05           02/01/03          0
    1622100157                           O            01/01/33
    0


    8448735          X12/787             F          369,600.00         ZZ
                                         360        369,240.77          1
                                       6.125          2,245.73         80
                                       5.875          2,245.73
    SAN JOSE         CA   95131          1            01/09/03         00
    354512443                            03           03/01/03          0
    1622100168                           O            02/01/33
    0


    8448737          X12/787             F          337,000.00         ZZ
                                         360        336,374.08          1
                                       6.375          2,102.44         83
                                       6.125          2,102.44
    STATEN ISLAND    NY   10302          2            12/10/02         01
    354511498                            05           02/01/03         25
    1622200830                           O            01/01/33
    0


    8448741          X12/787             F          380,000.00         ZZ
                                         360        379,294.21          1
                                       6.375          2,370.71         46
                                       6.125          2,370.71
    FALLS CHURCH     VA   22043          2            12/30/02         00
    354512485                            03           02/01/03          0
    1622200831                           O            01/01/33
    0


    8448743          X12/787             F          600,000.00         ZZ
                                         360        598,858.43          1
                                       6.250          3,694.30         54
                                       6.000          3,694.30
    WAYNE            NJ   07470          2            12/23/02         00
    354511932                            05           02/01/03          0
    1622200835                           O            01/01/33
    0


1


    8448745          X12/787             F          382,000.00         ZZ
                                         360        381,628.72          1
                                       6.125          2,321.07         66
                                       5.875          2,321.07
    WAKEFIELD        MA   01880          5            01/03/03         00
    354512401                            05           03/01/03          0
    1622200873                           O            02/01/33
    0


    8448747          X12/787             F          353,188.00         ZZ
                                         360        345,000.00          1
                                       6.375          2,203.43         65
                                       6.125          2,203.43
    RANCHO CUCAMONG  CA   91737          2            11/20/02         00
    354510574                            05           01/01/03          0
    1622300069                           O            12/01/32
    0


    8448749          X12/787             F          395,000.00         ZZ
                                         360        391,289.60          1
                                       6.000          2,368.22         79
                                       5.750          2,368.22
    UPLAND           CA   91784          2            12/10/02         00
    354511637                            05           02/01/03          0
    1622300104                           O            01/01/33
    0


    8448751          X12/787             F          608,000.00         ZZ
                                         360        606,815.11          1
                                       6.125          3,694.27         79
                                       5.875          3,694.27
    RANCHO CUCAMONG  CA   91737          5            12/10/02         00
    354512000                            05           02/01/03          0
    1622300115                           O            01/01/33
    0


    8448753          X12/787             F          350,100.00         ZZ
                                         360        349,767.81          1
                                       6.250          2,155.63         90
                                       6.000          2,155.63
    CORONA           CA   92880          1            01/09/03         10
    354512402                            05           03/01/03         25
    1622300131                           O            02/01/33
    0


    8448755          X12/787             F          600,000.00         ZZ
                                         360        598,938.34          1
                                       6.625          3,841.87         70
                                       6.375          3,841.87
1


    WILMETTE         IL   60091          2            12/10/02         00
    354512001                            05           02/01/03          0
    1622900311                           O            01/01/33
    0


    8448759          X12/787             F          465,000.00         ZZ
                                         360        464,177.21          1
                                       6.625          2,977.45         75
                                       6.375          2,977.45
    VERNON HILLS     IL   60061          2            12/31/02         00
    354512075                            05           02/01/03          0
    1622900324                           O            01/01/33
    0


    8448763          X12/787             F          600,000.00         ZZ
                                         360        598,830.68          1
                                       6.125          3,645.67         50
                                       5.875          3,645.67
    NORTHBROOK       IL   60062          2            12/26/02         00
    354511937                            05           02/01/03          0
    1622900377                           O            01/01/33
    0


    8448765          X12/787             F          334,000.00         ZZ
                                         360        333,349.08          1
                                       6.125          2,029.42         57
                                       5.875          2,029.42
    CYPRESS          CA   90630          2            12/16/02         00
    354512076                            05           02/01/03          0
    1623404186                           O            01/01/33
    0


    8448767          X12/787             F          364,000.00         ZZ
                                         360        362,933.23          1
                                       6.125          2,211.70         62
                                       5.875          2,211.70
    SANTA ANA        CA   92705          5            11/20/02         00
    354511639                            05           01/01/03          0
    1623406344                           O            12/01/32
    0


    8448769          X12/787             F          544,500.00         ZZ
                                         360        543,360.30          1
                                       5.750          3,177.55         75
                                       5.500          3,177.55
    SANTA ANA        CA   92705          5            12/19/02         00
    354512134                            03           02/01/03          0
    1623406375                           O            01/01/33
    0
1




    8448771          X12/787             F          423,950.00         ZZ
                                         360        423,143.39          1
                                       6.250          2,610.33         66
                                       6.000          2,610.33
    IRVINE           CA   92602          2            12/01/02         00
    354511432                            03           02/01/03          0
    1623406402                           O            01/01/33
    0


    8448811          X12/787             F          558,500.00         ZZ
                                         360        557,339.55          1
                                       6.250          3,438.78         51
                                       6.000          3,438.78
    BEVERLY HILLS    CA   90211          2            12/03/02         00
    354511176                            05           02/01/03          0
    1623406406                           O            01/01/33
    0


    8448813          X12/787             F          610,000.00         ZZ
                                         360        608,782.44          1
                                       6.000          3,657.26         79
                                       5.750          3,657.26
    SAN FRANCISCO    CA   94114          2            12/01/02         00
    354512003                            05           02/01/03          0
    1623406428                           O            01/01/33
    0


    8448815          X12/787             F          348,000.00         ZZ
                                         360        347,305.39          1
                                       6.000          2,086.44         80
                                       5.750          2,086.44
    CARLSBAD         CA   92009          2            12/13/02         00
    354512135                            05           02/01/03          0
    1623406429                           O            01/01/33
    0


    8448817          X12/787             F          407,600.00         ZZ
                                         360        406,786.43          1
                                       6.000          2,443.77         79
                                       5.750          2,443.77
    SAUGUS           CA   91390          2            12/09/02         00
    354512317                            03           02/01/03          0
    1623406431                           O            01/01/33
    0


    8448819          X12/787             F          440,000.00         ZZ
                                         360        439,142.50          1
1


                                       6.125          2,673.49         62
                                       5.875          2,673.49
    WINCHESTER       MA   01890          2            12/16/02         00
    354512247                            05           02/01/03          0
    1623406438                           O            01/01/33
    0


    8448823          X12/787             F          410,000.00         ZZ
                                         360        409,200.98          1
                                       6.125          2,491.20         62
                                       5.875          2,491.20
    WESTLAKE VILLAG  CA   91361          2            12/11/02         00
    354512318                            03           02/01/03          0
    1623406442                           O            01/01/33
    0


    8448825          X12/787             F          346,000.00         ZZ
                                         360        345,325.71          1
                                       6.125          2,102.33         73
                                       5.875          2,102.33
    LOS ANGELES      CA   90019          5            12/13/02         00
    354512319                            05           02/01/03          0
    1623406443                           O            01/01/33
    0


    8448827          X12/787             F          650,000.00         ZZ
                                         360        648,733.25          1
                                       6.125          3,949.47         65
                                       5.875          3,949.47
    EL CERRITO       CA   94530          2            12/13/02         00
    354512320                            05           02/01/03          0
    1623406444                           O            01/01/33
    0


    8448829          X12/787             F          365,000.00         ZZ
                                         360        364,199.15          1
                                       5.500          2,072.43         67
                                       5.250          2,072.43
    HUNTINGTON BEAC  CA   92649          5            12/19/02         00
    354512187                            03           02/01/03          0
    1623406447                           O            01/01/33
    0


    8448833          X12/787             F          540,000.00         ZZ
                                         360        538,922.17          1
                                       6.000          3,237.57         42
                                       5.750          3,237.57
    GILROY           CA   95020          5            12/27/02         00
    354512321                            05           02/01/03          0
1


    1623406450                           O            01/01/33
    0


    8448835          X12/787             F          438,000.00         ZZ
                                         360        437,104.69          1
                                       5.875          2,590.94         68
                                       5.625          2,590.94
    LA CANADA FLINT  CA   91011          2            12/30/02         00
    354512486                            05           02/01/03          0
    1623406452                           O            01/01/33
    0


    8448839          X12/787             F          356,000.00         ZZ
                                         360        355,272.32          1
                                       5.875          2,105.87         70
                                       5.625          2,105.87
    BURBANK          CA   91504          2            12/20/02         00
    354512322                            05           02/01/03          0
    1623406453                           O            01/01/33
    0


    8448841          X12/787             F          465,000.00         ZZ
                                         360        464,537.09          1
                                       6.000          2,787.91         70
                                       5.750          2,787.91
    YORBA LINDA      CA   92886          5            01/03/03         00
    354512188                            03           03/01/03          0
    1623406463                           O            02/01/33
    0


    8448843          X12/787             F          354,000.00         ZZ
                                         360        353,147.59          1
                                       6.000          2,122.41         49
                                       5.750          2,122.41
    SAN RAMON        CA   94583          2            01/01/03         00
    354512286                            05           03/01/03          0
    1623406465                           O            02/01/33
    0


    8448845          X12/787             F          450,000.00         ZZ
                                         360        449,530.17          1
                                       5.750          2,626.08         57
                                       5.500          2,626.08
    NEWTON           MA   02460          2            01/13/03         00
    354512488                            05           03/01/03          0
    1623406491                           O            02/01/33
    0


1


    8448847          X12/787             F          384,000.00         ZZ
                                         360        383,251.66          1
                                       6.125          2,333.22         80
                                       5.875          2,333.22
    CHARLOTTE        NC   28211          2            12/24/02         00
    354512189                            05           02/01/03          0
    1624100101                           O            01/01/33
    0


    8448849          X12/787             F          588,000.00         ZZ
                                         360        585,810.84          1
                                       6.250          3,620.42         80
                                       6.000          3,620.42
    WAXHAW           NC   28173          2            12/10/02         00
    354511853                            05           02/01/03          0
    1624100144                           O            01/01/33
    0


    8448853          X12/787             F          328,000.00         ZZ
                                         360        327,375.94          1
                                       6.250          2,019.55         80
                                       6.000          2,019.55
    MOORESVILLE      NC   28117          2            12/13/02         00
    354511754                            03           02/01/03          0
    1624100147                           O            01/01/33
    0


    8448855          X12/787             F          344,000.00         ZZ
                                         360        343,329.60          1
                                       6.125          2,090.18         79
                                       5.875          2,090.18
    CHARLOTTE        NC   28203          2            12/09/02         00
    354511640                            05           02/01/03          0
    1624100154                           O            01/01/33
    0


    8448859          X12/787             F          371,500.00         ZZ
                                         360        370,793.18          1
                                       6.250          2,287.39         73
                                       6.000          2,287.39
    CHARLOTTE        NC   28209          2            12/24/02         00
    354511855                            05           02/01/03          0
    1624100159                           O            01/01/33
    0


    8448861          X12/787             F          360,000.00         ZZ
                                         360        359,298.41          1
                                       6.125          2,187.40         80
                                       5.875          2,187.40
1


    OAKTON           VA   22124          1            12/20/02         00
    354512288                            05           02/01/03          0
    1624400095                           O            01/01/33
    0


    8448863          X12/787             F          349,000.00         ZZ
                                         360        348,335.99          1
                                       6.250          2,148.85         40
                                       6.000          2,148.85
    VIENNA           VA   22182          2            12/05/02         00
    354511756                            03           02/01/03          0
    1624400097                           O            01/01/33
    0


    8448865          X12/787             F          620,000.00         ZZ
                                         360        618,820.37          1
                                       6.250          3,817.45         80
                                       6.000          3,817.45
    OAKTON           VA   22124          1            12/23/02         00
    354512005                            03           02/01/03          0
    1624400098                           O            01/01/33
    0


    8448867          X12/787             F          381,000.00         ZZ
                                         360        379,084.49          1
                                       6.000          2,284.29         33
                                       5.750          2,284.29
    GREAT FALLS      VA   22066          2            09/16/02         00
    354508242                            05           11/01/02          0
    1624700283                           O            10/01/32
    0


    8448869          X12/787             F          457,000.00         ZZ
                                         360        456,130.50          1
                                       6.250          2,813.83         79
                                       6.000          2,813.83
    WASHINGTON       DC   20003          2            12/10/02         00
    354511856                            05           02/01/03          0
    1624700368                           O            01/01/33
    0


    8448871          X12/787             F          400,000.00         ZZ
                                         360        399,238.95          1
                                       6.250          2,462.87         80
                                       6.000          2,462.87
    ALEXANDRIA       VA   22307          1            12/20/02         00
    354511585                            05           02/01/03          0
    1624700370                           O            01/01/33
    0
1




    8448873          X12/787             F          390,200.00         ZZ
                                         360        389,439.56          1
                                       6.125          2,370.90         68
                                       5.875          2,370.90
    SAN DIEGO        CA   92130          2            12/26/02         00
    354512007                            03           02/01/03          0
    1624700372                           O            01/01/33
    0


    8448875          X12/787             F          608,000.00         ZZ
                                         360        606,729.81          1
                                       6.125          3,694.27         80
                                       5.875          3,694.27
    PARKER           CO   80134          2            12/11/02         00
    354512080                            03           02/01/03          0
    1625100399                           O            01/01/33
    0


    8448879          X12/787             F          385,000.00         ZZ
                                         360        384,351.25          1
                                       6.875          2,529.18         64
                                       6.625          2,529.18
    DALY CITY        CA   94015          5            12/12/02         00
    354512193                            05           02/01/03          0
    1625100917                           O            01/01/33
    0


    8448881          X12/787             F          520,000.00         ZZ
                                         360        518,058.07          1
                                       6.375          3,244.13         80
                                       6.125          3,244.13
    ARLINGTON        VA   22207          1            10/08/02         00
    354512289                            05           12/01/02          0
    1625101027                           O            11/01/32
    0


    8448883          X12/787             F          435,000.00         ZZ
                                         360        433,842.26          1
                                       6.625          2,785.35         69
                                       6.375          2,785.35
    MOKENA           IL   60448          4            11/08/02         00
    354512142                            05           01/01/03          0
    1625101165                           O            12/01/32
    0


    8448885          X12/787             F          450,000.00         ZZ
                                         360        448,772.95          1
1


                                       6.500          2,844.31         70
                                       6.250          2,844.31
    APTOS            CA   95003          5            11/06/02         00
    354512082                            05           01/01/03          0
    1625101190                           O            12/01/32
    0


    8448887          X12/787             F          444,750.00         ZZ
                                         360        443,446.55          1
                                       6.125          2,702.35         75
                                       5.875          2,702.35
    SAN JOSE         CA   95124          5            11/26/02         00
    354512196                            05           01/01/03          0
    1625101217                           O            12/01/32
    0


    8448889          X12/787             F          393,750.00         ZZ
                                         360        392,676.33          1
                                       6.500          2,488.77         75
                                       6.250          2,488.77
    SAN JOSE         CA   95148          5            11/05/02         00
    354511759                            05           01/01/03          0
    1625101225                           O            12/01/32
    0


    8448891          X12/787             F          503,000.00         ZZ
                                         360        501,525.82          1
                                       6.125          3,056.29         67
                                       5.875          3,056.29
    OAKTON           VA   22124          5            11/25/02         00
    354511857                            05           01/01/03          0
    1625101237                           O            12/01/32
    0


    8448893          X12/787             F          352,000.00         ZZ
                                         360        351,673.97          1
                                       6.375          2,196.03         80
                                       6.125          2,196.03
    PLEASANT GROVE   UT   84062          2            01/02/03         00
    354512405                            05           03/01/03          0
    1625101246                           O            02/01/33
    0


    8448895          X12/787             F          473,500.00         ZZ
                                         360        472,577.21          1
                                       6.125          2,877.04         79
                                       5.875          2,877.04
    LONG BEACH       CA   90803          2            12/11/02         00
    354512011                            05           02/01/03          0
1


    1625101251                           O            01/01/33
    0


    8448897          X12/787             F          548,000.00         ZZ
                                         360        546,957.37          1
                                       6.250          3,374.13         68
                                       6.000          3,374.13
    CUPERTINO        CA   95014          2            12/04/02         00
    354511762                            05           02/01/03          0
    1625101274                           O            01/01/33
    0


    8448903          X12/787             F          376,000.00         ZZ
                                         360        375,249.51          1
                                       6.000          2,254.31         21
                                       5.750          2,254.31
    ORINDA           CA   94563          2            12/25/02         00
    354512198                            05           02/01/03          0
    1625101279                           O            01/01/33
    0


    8448907          X12/787             F          418,000.00         ZZ
                                         360        417,223.64          1
                                       6.375          2,607.78         80
                                       6.125          2,607.78
    SCOTTSDALE       AZ   85255          2            12/06/02         00
    354511942                            03           02/01/03          0
    1625101282                           O            01/01/33
    0


    8448911          X12/787             F          340,000.00         ZZ
                                         360        339,072.88          1
                                       6.500          2,149.04         80
                                       6.250          2,149.04
    SNOHOMISH        WA   98296          1            11/16/02         00
    354512291                            05           01/01/03          0
    1625101285                           O            12/01/32
    0


    8448913          X12/787             F          459,000.00         ZZ
                                         360        458,061.77          1
                                       5.875          2,715.16         72
                                       5.625          2,715.16
    LONG BEACH       CA   90802          2            12/18/02         00
    354511943                            01           02/01/03          0
    1625101296                           O            01/01/33
    0


1


    8448915          X12/787             F          420,000.00         ZZ
                                         360        419,181.48          1
                                       6.125          2,551.97         74
                                       5.875          2,551.97
    SANTA FE         NM   87505          2            12/18/02         00
    354511763                            05           02/01/03          0
    1625101298                           O            01/01/33
    0


    8448917          X12/787             F          450,000.00         ZZ
                                         360        449,573.02          1
                                       6.250          2,770.73         77
                                       6.000          2,770.73
    GILROY           CA   95020          2            01/02/03         00
    354512539                            05           03/01/03          0
    1625101326                           O            02/01/33
    0


    8448919          X12/787             F          435,000.00         ZZ
                                         360        434,597.11          1
                                       6.375          2,713.83         73
                                       6.125          2,713.83
    REDWOOD CITY     CA   94062          5            01/03/03         00
    354512448                            05           03/01/03          0
    1625101348                           O            02/01/33
    0


    8448925          X12/787             F          385,600.00         ZZ
                                         360        384,934.15          1
                                       6.750          2,500.99         80
                                       6.500          2,500.99
    VACAVILLE        CA   95687          1            11/26/02         00
    354512013                            05           02/01/03          0
    1625101378                           O            01/01/33
    0


    8448927          X12/787             F          382,000.00         ZZ
                                         360        381,273.20          1
                                       6.250          2,352.04         80
                                       6.000          2,352.04
    SAN JOSE         CA   95133          1            12/17/02         00
    354512449                            03           02/01/03          0
    1625101390                           O            01/01/33
    0


    8448929          X12/787             F          371,000.00         T
                                         360        370,390.00          1
                                       7.000          2,468.28         67
                                       6.750          2,468.28
1


    OCEAN CITY       MD   21842          5            12/20/02         00
    354511946                            01           02/01/03          0
    1625101391                           O            01/01/33
    0


    8448931          X12/787             F          396,200.00         ZZ
                                         360        395,498.95          1
                                       6.625          2,536.91         80
                                       6.375          2,536.91
    PACIFICA         CA   94044          1            11/26/02         00
    354511947                            05           02/01/03          0
    1625101396                           O            01/01/33
    0


    8448933          X12/787             F          400,000.00         ZZ
                                         360        398,827.72          1
                                       6.125          2,430.44         62
                                       5.875          2,430.44
    TUSCALOOSA       AL   35406          1            11/26/02         00
    354511948                            05           01/01/03          0
    1625101398                           O            12/01/32
    0


    8448935          X12/787             F          328,000.00         ZZ
                                         360        327,390.81          1
                                       6.375          2,046.29         80
                                       6.125          2,046.29
    BRENTWOOD        CA   94513          5            12/02/02         00
    354512450                            05           02/01/03          0
    1625101403                           O            01/01/33
    0


    8448937          X12/787             F          360,000.00         ZZ
                                         360        359,347.36          1
                                       6.500          2,275.44         71
                                       6.250          2,275.44
    BEN LOMOND       CA   95005          5            12/13/02         00
    354511949                            05           02/01/03          0
    1625101408                           O            01/01/33
    0


    8448939          X12/787             F          358,000.00         ZZ
                                         360        357,268.21          1
                                       5.875          2,117.71         73
                                       5.625          2,117.71
    DAVIDSONVILLE    MD   21035          2            12/12/02         00
    354511765                            03           02/01/03          0
    1625101414                           O            01/01/33
    0
1




    8448941          X12/787             F          380,000.00         ZZ
                                         360        379,311.08          1
                                       6.500          2,401.86         58
                                       6.250          2,401.86
    SALINAS          CA   93908          5            12/12/02         00
    354512199                            05           02/01/03          0
    1625101415                           O            01/01/33
    0


    8448943          X12/787             F          429,000.00         ZZ
                                         360        428,203.19          1
                                       6.375          2,676.41         65
                                       6.125          2,676.41
    SANTA FE         NM   87505          5            12/16/02         00
    354512540                            05           02/01/03          0
    1625101418                           O            01/01/33
    0


    8448945          X12/787             F          381,150.00         ZZ
                                         360        380,442.08          1
                                       6.375          2,377.88         80
                                       6.125          2,377.88
    SCOTTS VALLEY    CA   95066          1            12/26/02         00
    354512451                            05           02/01/03          0
    1625101421                           O            01/01/33
    0


    8448947          X12/787             F          395,000.00         ZZ
                                         360        394,173.20          1
                                       5.750          2,305.12         65
                                       5.500          2,305.12
    SEATTLE          WA   98136          2            12/20/02         00
    354512294                            05           02/01/03          0
    1625101422                           O            01/01/33
    0


    8448949          X12/787             F          452,000.00         ZZ
                                         360        451,219.47          1
                                       6.750          2,931.67         80
                                       6.500          2,931.67
    ATLANTA          GA   30327          5            12/17/02         00
    354512014                            05           02/01/03          0
    1625101425                           O            01/01/33
    0


    8448953          X12/787             F          399,000.00         ZZ
                                         360        398,203.59          1
1


                                       6.000          2,392.21         69
                                       5.750          2,392.21
    SAN DIEGO        CA   92106          5            12/19/02         00
    354512541                            05           02/01/03          0
    1625101435                           O            01/01/33
    0


    8448955          X12/787             F          368,000.00         ZZ
                                         360        367,299.84          1
                                       6.250          2,265.84         80
                                       6.000          2,265.84
    PARK RIDGE       IL   60068          5            12/20/02         00
    354512015                            05           02/01/03          0
    1625101439                           O            01/01/33
    0


    8448961          X12/787             F          400,000.00         ZZ
                                         360        399,620.46          1
                                       6.250          2,462.87         80
                                       6.000          2,462.87
    BONITA SPRINGS   FL   34134          1            01/14/03         00
    354512542                            03           03/01/03          0
    1625101448                           O            02/01/33
    0


    8448963          X12/787             F          364,000.00         ZZ
                                         360        363,307.44          1
                                       6.250          2,241.21         76
                                       6.000          2,241.21
    GURNEE           IL   60031          2            12/20/02         00
    354511591                            03           02/01/03          0
    1625200057                           O            01/01/33
    0


    8448965          X12/787             F          444,000.00         ZZ
                                         360        443,155.25          1
                                       6.250          2,733.78         74
                                       6.000          2,733.78
    CLARENDON HILLS  IL   60514          2            12/23/02         00
    354511951                            05           02/01/03          0
    1625200060                           O            01/01/33
    0


    8448967          X12/787             F          560,000.00         ZZ
                                         360        558,152.71          1
                                       5.500          3,179.62         70
                                       5.250          3,179.62
    DANVILLE         CA   94526          2            11/27/02         00
    354511767                            03           01/01/03          0
1


    1625400138                           O            12/01/32
    0


    8448969          X12/787             F          340,000.00         ZZ
                                         360        339,253.98          1
                                       5.500          1,930.49         80
                                       5.250          1,930.49
    MORRISTOWN       NJ   07960          1            12/16/02         00
    354511768                            05           02/01/03          0
    1625400139                           O            01/01/33
    0


    8448971          X12/787             F          370,000.00         ZZ
                                         360        369,188.17          1
                                       5.500          2,100.82         89
                                       5.250          2,100.82
    SAN LEANDRO      CA   94578          1            12/09/02         11
    354511769                            05           02/01/03         25
    1625400140                           O            01/01/33
    0


    8448973          X12/787             F          412,000.00         ZZ
                                         360        407,299.20          1
                                       5.625          2,371.71         66
                                       5.375          2,371.71
    VIRGINIA BEACH   VA   23454          5            12/06/02         00
    354511770                            05           02/01/03          0
    1625400141                           O            01/01/33
    0


    8448975          X12/787             F          330,000.00         ZZ
                                         360        329,292.76          1
                                       5.625          1,899.67         63
                                       5.375          1,899.67
    MOUNTAIN VIEW    CA   94043          5            12/04/02         00
    354511771                            03           02/01/03          0
    1625400142                           O            01/01/33
    0


    8448977          X12/787             F          420,000.00         ZZ
                                         360        419,099.52          1
                                       5.625          2,417.76         56
                                       5.375          2,417.76
    CAMPBELL         CA   95008          5            12/06/02         00
    354511772                            05           02/01/03          0
    1625400143                           O            01/01/33
    0


1


    8448979          X12/787             F          408,000.00         ZZ
                                         360        407,146.00          1
                                       5.750          2,380.98         80
                                       5.500          2,380.98
    HAMPTON          NJ   08827          1            12/04/02         00
    354511773                            05           02/01/03          0
    1625400144                           O            01/01/33
    0


    8448981          X12/787             F          470,000.00         ZZ
                                         360        468,520.78          1
                                       5.750          2,742.80         70
                                       5.500          2,742.80
    GRASS VALLEY     CA   95945          1            11/26/02         00
    354512326                            05           01/01/03          0
    1625400145                           O            12/01/32
    0


    8448983          X12/787             F          375,000.00         ZZ
                                         360        374,233.47          1
                                       5.875          2,218.27         62
                                       5.625          2,218.27
    FLEMINGTON       NJ   08822          1            12/04/02         00
    354511774                            05           02/01/03          0
    1625400147                           O            01/01/33
    0


    8448985          X12/787             F          580,000.00         ZZ
                                         360        578,217.29          1
                                       5.875          3,430.92         52
                                       5.625          3,430.92
    SAN FRANCISCO    CA   94127          1            11/27/02         00
    354511775                            05           01/01/03          0
    1625400148                           O            12/01/32
    0


    8448987          X12/787             F          480,000.00         ZZ
                                         360        479,018.82          1
                                       5.875          2,839.39         66
                                       5.625          2,839.39
    SAN JOSE         CA   95128          1            12/11/02         00
    354511776                            05           02/01/03          0
    1625400149                           O            01/01/33
    0


    8448989          X12/787             F          383,350.00         ZZ
                                         360        382,566.38          1
                                       5.875          2,267.67         80
                                       5.625          2,267.67
1


    CAMARILLO        CA   93012          1            12/04/02         00
    354511777                            03           02/01/03          0
    1625400150                           O            01/01/33
    0


    8448991          X12/787             F          480,000.00         ZZ
                                         360        478,559.27          1
                                       6.000          2,877.85         80
                                       5.750          2,877.85
    SNOQUALMIE       WA   98065          2            11/27/02         00
    354511778                            03           01/01/03          0
    1625400151                           O            12/01/32
    0


    8448993          X12/787             F          405,000.00         ZZ
                                         360        404,191.62          1
                                       6.000          2,428.18         75
                                       5.750          2,428.18
    SUNNYVALE        CA   94087          1            12/05/02         00
    354511779                            05           02/01/03          0
    1625400152                           O            01/01/33
    0


    8448997          X12/787             F          650,000.00         ZZ
                                         360        648,702.60          1
                                       6.000          3,897.08         77
                                       5.750          3,897.08
    SCARSDALE        NY   10583          1            12/16/02         00
    354511780                            05           02/01/03          0
    1625400153                           O            01/01/33
    0


    8448999          X12/787             F          500,000.00         ZZ
                                         360        498,499.24          1
                                       6.000          2,997.76         49
                                       5.750          2,997.76
    PALO ALTO        CA   94303          5            11/26/02         00
    354511781                            05           01/01/03          0
    1625400154                           O            12/01/32
    0


    8449005          X12/787             F          429,998.00         ZZ
                                         360        429,139.72          1
                                       6.000          2,578.06         71
                                       5.750          2,578.06
    JACKSONVILLE     FL   32225          1            12/04/02         00
    354511782                            03           02/01/03          0
    1625400155                           O            01/01/33
    0
1




    8449009          X12/787             F          488,000.00         ZZ
                                         360        487,025.95          1
                                       6.000          2,925.81         80
                                       5.750          2,925.81
    LUMBERVILLE      PA   18933          1            12/10/02         00
    354511783                            05           02/01/03          0
    1625400156                           O            01/01/33
    0


    8449011          X12/787             F          451,500.00         ZZ
                                         360        450,144.80          1
                                       6.000          2,706.98         75
                                       5.750          2,706.98
    GLENDALE         CA   91202          2            11/22/02         00
    354511784                            05           01/01/03          0
    1625400157                           O            12/01/32
    0


    8449013          X12/787             F          340,000.00         ZZ
                                         360        339,321.35          1
                                       6.000          2,038.48         80
                                       5.750          2,038.48
    SAN LEANDRO      CA   94579          1            12/09/02         00
    354511785                            01           02/01/03          0
    1625400158                           O            01/01/33
    0


    8449017          X12/787             F          472,800.00         ZZ
                                         360        471,856.29          1
                                       6.000          2,834.68         80
                                       5.750          2,834.68
    SAN DIMAS        CA   91773          1            12/05/02         00
    354511786                            05           02/01/03          0
    1625400159                           O            01/01/33
    0


    8449019          X12/787             F          476,000.00         ZZ
                                         360        475,049.89          1
                                       6.000          2,853.87         80
                                       5.750          2,853.87
    FREMONT          CA   94539          1            12/04/02         00
    354511787                            05           02/01/03          0
    1625400160                           O            01/01/33
    0


    8449093          X12/787             F          410,000.00         ZZ
                                         360        408,998.57          1
1


                                       6.000          2,458.16         56
                                       5.750          2,458.16
    GOLETA           CA   93117          5            12/05/02         00
    354511788                            05           02/01/03          0
    1625400161                           O            01/01/33
    0


    8449095          X12/787             F          520,000.00         ZZ
                                         360        518,962.07          1
                                       6.000          3,117.67         63
                                       5.750          3,117.67
    REDONDO BEACH    CA   90277          1            12/04/02         00
    354511789                            05           02/01/03          0
    1625400162                           O            01/01/33
    0


    8449097          X12/787             F          408,000.00         ZZ
                                         360        406,804.24          1
                                       6.125          2,479.06         49
                                       5.875          2,479.06
    REDWOOD CITY     CA   94061          2            11/21/02         00
    354511790                            05           01/01/03          0
    1625400163                           O            12/01/32
    0


    8449099          X12/787             F          500,000.00         ZZ
                                         360        498,472.35          1
                                       6.125          3,038.06         46
                                       5.875          3,038.06
    MORAGA           CA   94556          2            11/29/02         00
    354511791                            05           01/01/03          0
    1625400164                           O            12/01/32
    0


    8449103          X12/787             F          400,000.00         ZZ
                                         360        399,220.45          1
                                       6.125          2,430.45         48
                                       5.875          2,430.45
    TULSA            OK   74105          1            12/10/02         00
    354511792                            05           02/01/03          0
    1625400165                           O            01/01/33
    0


    8449109          X12/787             F          568,000.00         ZZ
                                         360        566,893.06          1
                                       6.125          3,451.23         69
                                       5.875          3,451.23
    FOSTER CITY      CA   94404          2            12/10/02         00
    354511793                            05           02/01/03          0
1


    1625400166                           O            01/01/33
    0


    8449111          X12/787             F          470,400.00         ZZ
                                         360        469,483.27          1
                                       6.125          2,858.20         80
                                       5.875          2,858.20
    ROCKVILLE        MD   20850          1            12/09/02         00
    354511794                            03           02/01/03          0
    1625400167                           O            01/01/33
    0


    8449113          X12/787             F          369,920.00         ZZ
                                         360        368,597.54          1
                                       6.125          2,247.68         80
                                       5.875          2,247.68
    MATTHEWS         NC   28105          1            12/13/02         00
    354511795                            03           02/01/03          0
    1625400168                           O            01/01/33
    0


    8449115          X12/787             F          559,000.00         ZZ
                                         360        557,408.03          1
                                       6.125          3,396.55         66
                                       5.875          3,396.55
    PASADENA         CA   91103          2            12/05/02         00
    354511796                            05           02/01/03          0
    1625400169                           O            01/01/33
    0


    8449117          X12/787             F          640,000.00         ZZ
                                         360        638,752.74          1
                                       6.125          3,888.71         80
                                       5.875          3,888.71
    MOUNTAIN VIEW    CA   94041          1            12/13/02         00
    354511797                            05           02/01/03          0
    1625400170                           O            01/01/33
    0


    8449119          X12/787             F          400,000.00         ZZ
                                         360        399,238.95          1
                                       6.250          2,462.87         48
                                       6.000          2,462.87
    REDWOOD CITY     CA   94062          5            12/10/02         00
    354511800                            05           02/01/03          0
    1625400173                           O            01/01/33
    0


1


    8449121          X12/787             F          375,300.00         ZZ
                                         360        374,170.65          1
                                       6.375          2,341.39         54
                                       6.125          2,341.39
    FREMONT          CA   94555          2            12/03/02         00
    354511801                            05           02/01/03          0
    1625400174                           O            01/01/33
    0


    8449123          X12/787             F          406,000.00         ZZ
                                         360        405,245.92          1
                                       6.375          2,532.92         57
                                       6.125          2,532.92
    SUNNYVALE        CA   94087          5            12/06/02         00
    354511802                            05           02/01/03          0
    1625400175                           O            01/01/33
    0


    8449125          X12/787             F          500,000.00         ZZ
                                         360        499,025.58          1
                                       6.125          3,038.05         53
                                       5.875          3,038.05
    HUNTINGTON BEAC  CA   92648          1            12/05/02         00
    354511952                            03           02/01/03          0
    1625600195                           O            01/01/33
    0


    8449127          X12/787             F          579,600.00         ZZ
                                         360        577,980.96          1
                                       6.375          3,615.95         80
                                       6.125          3,615.95
    THOUSAND OAKS    CA   91320          1            11/26/02         00
    354511069                            03           01/01/03          0
    1625600196                           O            12/01/32
    0


    8449129          X12/787             F          490,000.00         ZZ
                                         360        488,998.39          1
                                       5.875          2,898.54         77
                                       5.625          2,898.54
    YORBA LINDA      CA   92886          1            12/10/02         00
    354511953                            05           02/01/03          0
    1625600214                           O            01/01/33
    0


    8449135          X12/787             F          359,700.00         ZZ
                                         360        358,982.05          1
                                       6.000          2,156.58         80
                                       5.750          2,156.58
1


    OXNARD           CA   93030          1            12/13/02         00
    354511808                            03           02/01/03          0
    1625600671                           O            01/01/33
    0


    8449137          X12/787             F          437,000.00         ZZ
                                         360        436,604.94          1
                                       6.500          2,762.14         61
                                       6.250          2,762.14
    SANTA ANA        CA   92705          2            01/07/03         00
    354512452                            05           03/01/03          0
    1625600675                           O            02/01/33
    0


    8449139          X12/787             F          363,950.00         ZZ
                                         360        363,223.57          1
                                       6.000          2,182.06         80
                                       5.750          2,182.06
    OXNARD           CA   93030          1            12/17/02         00
    354511957                            03           02/01/03          0
    1625600679                           O            01/01/33
    0


    8449141          X12/787             F          351,200.00         ZZ
                                         360        350,515.56          1
                                       6.125          2,133.93         80
                                       5.875          2,133.93
    EL DORADO HILLS  CA   95762          1            12/18/02         00
    354512085                            05           02/01/03          0
    1625600682                           O            01/01/33
    0


    8449143          X12/787             F          710,000.00         T
                                         360        708,016.69          1
                                       6.375          4,429.48         65
                                       6.125          4,429.48
    STRATHMERE       NJ   08248          2            11/08/02         00
    354512203                            05           01/01/03          0
    1625700039                           O            12/01/32
    0


    8449145          X12/787             F          351,200.00         T
                                         360        350,593.54          1
                                       6.750          2,277.88         80
                                       6.500          2,277.88
    MISSOULA         MT   59808          1            12/13/02         00
    354512366                            05           02/01/03          0
    1625700040                           O            01/01/33
    0
1




    8449147          X12/787             F          390,000.00         ZZ
                                         360        389,183.69          1
                                       5.750          2,275.93         46
                                       5.500          2,275.93
    SOUTHERN PINES   NC   28387          5            12/12/02         00
    354512146                            05           02/01/03          0
    1625900024                           O            01/01/33
    0


    8449151          X12/787             F          355,000.00         ZZ
                                         360        354,387.00          1
                                       6.750          2,302.52         73
                                       6.500          2,302.52
    CRYSTAL LAKE     IL   60012          5            12/20/02         00
    354512296                            03           02/01/03          0
    1626300013                           O            01/01/33
    0


    8449153          X12/787             F          399,920.00         ZZ
                                         360        399,194.97          1
                                       6.500          2,527.77         80
                                       6.250          2,527.77
    BIRMINGHAM       AL   35242          1            12/12/02         00
    354511965                            03           02/01/03          0
    1626700026                           O            01/01/33
    0


    8449157          X12/787             F          406,700.00         ZZ
                                         360        406,314.10          1
                                       6.250          2,504.13         79
                                       6.000          2,504.13
    WAKE FOREST      NC   27587          2            12/31/02         00
    354512212                            03           03/01/03          0
    1626700144                           O            02/01/33
    0


    8449159          X12/787             F          419,000.00         ZZ
                                         360        418,163.67          1
                                       6.000          2,512.12         70
                                       5.750          2,512.12
    MOUNT PLEASANT   SC   29466          5            12/24/02         00
    354512021                            05           02/01/03          0
    1626700149                           O            01/01/33
    0


    8449161          X12/787             F          432,000.00         ZZ
                                         360        431,197.63          1
1


                                       6.375          2,695.12         60
                                       6.125          2,695.12
    TEMPLETON        CA   93465          5            12/04/02         00
    354511078                            05           02/01/03          0
    1627200035                           O            01/01/33
    0


    8449163          X12/787             F          377,600.00         ZZ
                                         360        376,545.22          1
                                       6.375          2,355.73         80
                                       6.125          2,355.73
    PRIOR LAKE       MN   55372          2            11/22/02         00
    354511079                            03           01/01/03          0
    1627300153                           O            12/01/32
    0


    8449167          X12/787             F          645,000.00         T
                                         360        643,772.81          1
                                       6.250          3,971.38         41
                                       6.000          3,971.38
    OXFORD           MD   21654          2            12/16/02         00
    354512023                            05           02/01/03          0
    1627300182                           O            01/01/33
    0


    8449169          X12/787             F          350,000.00         ZZ
                                         360        349,334.09          1
                                       6.250          2,155.01         70
                                       6.000          2,155.01
    EDINA            MN   55424          5            12/13/02         00
    354512024                            05           02/01/03          0
    1627300183                           O            01/01/33
    0


    8449171          X12/787             F          425,000.00         ZZ
                                         360        424,151.70          1
                                       6.000          2,548.09         60
                                       5.750          2,548.09
    MOUND            MN   55364          2            12/10/02         00
    354512025                            05           02/01/03          0
    1627300184                           O            01/01/33
    0


    8449173          X12/787             F          550,000.00         ZZ
                                         360        549,002.90          1
                                       6.500          3,476.37         70
                                       6.250          3,476.37
    CARMEL           IN   46032          1            12/06/02         00
    354512214                            03           02/01/03          0
1


    1627300185                           O            01/01/33
    0


    8449175          X12/787             F          410,000.00         ZZ
                                         360        409,219.93          1
                                       6.250          2,524.44         80
                                       6.000          2,524.44
    WILTON           CA   95693          1            12/11/02         00
    354512221                            05           02/01/03          0
    1627500003                           O            01/01/33
    0


    8449177          X12/787             F          470,000.00         ZZ
                                         360        468,687.11          1
                                       6.375          2,932.19         68
                                       6.125          2,932.19
    HAMILTON         MT   59840          5            11/08/02         00
    354510232                            05           01/01/03          0
    1627600127                           O            12/01/32
    0


    8449179          X12/787             F          540,000.00         ZZ
                                         360        537,884.47          1
                                       6.125          3,281.10         80
                                       5.875          3,281.10
    ROCKVILLE CENTR  NY   11570          1            11/01/02         00
    354512333                            05           12/01/02          0
    1627800557                           O            11/01/32
    0


    8449181          X12/787             F          397,800.00         ZZ
                                         360        396,688.78          2
                                       6.375          2,481.76         68
                                       6.125          2,481.76
    BRIGHTON         MA   02135          2            11/29/02         00
    354512027                            05           01/01/03          0
    1627800603                           O            12/01/32
    0


    8449185          X12/787             F          352,100.00         ZZ
                                         360        351,092.47          1
                                       6.250          2,167.95         49
                                       6.000          2,167.95
    LOS ANGELES      CA   91436          2            11/15/02         00
    354512160                            05           01/01/03          0
    1627800619                           O            12/01/32
    0


1


    8449189          X12/787             F          337,700.00         ZZ
                                         360        337,057.48          1
                                       6.250          2,079.28         73
                                       6.000          2,079.28
    BRISTOW          VA   20136          2            12/06/02         00
    354512030                            03           02/01/03          0
    1627800645                           O            01/01/33
    0


    8449191          X12/787             F          396,700.00         ZZ
                                         360        395,591.74          1
                                       6.375          2,474.90         80
                                       6.125          2,474.90
    ALAMEDA          CA   94501          2            12/02/02         00
    354512031                            05           01/01/03          0
    1627800664                           O            12/01/32
    0


    8449193          X12/787             F          500,000.00         ZZ
                                         360        498,669.25          1
                                       6.625          3,201.56         33
                                       6.375          3,201.56
    FREMONT          CA   94539          2            11/16/02         00
    354511650                            05           01/01/03          0
    1627800679                           O            12/01/32
    0


    8449195          X12/787             F          331,700.00         ZZ
                                         360        330,750.86          1
                                       6.250          2,042.34         49
                                       6.000          2,042.34
    CARLSBAD         CA   92009          2            11/23/02         00
    354512265                            03           01/01/03          0
    1627800701                           O            12/01/32
    0


    8449199          X12/787             F          550,400.00         ZZ
                                         360        549,274.93          1
                                       5.875          3,255.83         44
                                       5.625          3,255.83
    NEWTON           MA   02459          5            12/23/02         00
    354512408                            05           02/01/03          0
    1627800705                           O            01/01/33
    0


    8449201          X12/787             F          478,000.00         ZZ
                                         360        477,154.21          1
                                       6.625          3,060.69         44
                                       6.375          3,060.69
1


    WESTON           MA   02493          2            12/17/02         00
    354512032                            05           02/01/03          0
    1627800709                           O            01/01/33
    0


    8449203          X12/787             F          443,100.00         ZZ
                                         360        442,296.69          1
                                       6.500          2,800.70         46
                                       6.250          2,800.70
    BRIELLE          NJ   08730          2            12/13/02         00
    354512033                            05           02/01/03          0
    1627800719                           O            01/01/33
    0


    8449207          X12/787             F          359,200.00         ZZ
                                         360        357,530.13          1
                                       5.875          2,124.81         80
                                       5.625          2,124.81
    SPARTA           NJ   07871          1            10/28/02         00
    354512034                            05           12/01/02          0
    1627800722                           O            11/01/32
    0


    8449211          X12/787             F          427,200.00         ZZ
                                         360        426,425.51          1
                                       6.500          2,700.20         62
                                       6.250          2,700.20
    SAN JOSE         CA   95128          2            12/19/02         00
    354512409                            05           02/01/03          0
    1627800728                           O            01/01/33
    0


    8449215          X12/787             F          441,550.00         ZZ
                                         360        440,345.99          1
                                       6.500          2,790.90         90
                                       6.250          2,790.90
    CARLSBAD         CA   92008          1            11/26/02         12
    354512087                            03           01/01/03         25
    1627800733                           O            12/01/32
    0


    8449219          X12/787             F          421,600.00         ZZ
                                         360        420,393.63          1
                                       6.250          2,595.87         75
                                       6.000          2,595.87
    BALTIMORE        MD   21210          2            12/02/02         00
    354512497                            05           01/01/03          0
    1627800741                           O            12/01/32
    0
1




    8449223          X12/787             F          337,500.00         ZZ
                                         360        336,917.20          1
                                       6.750          2,189.02         69
                                       6.500          2,189.02
    NOKOMIS          FL   34275          2            12/20/02         00
    354512410                            03           02/01/03          0
    1627800746                           O            01/01/33
    0


    8449227          X12/787             F          401,200.00         ZZ
                                         360        400,454.84          1
                                       6.375          2,502.97         47
                                       6.125          2,502.97
    CARMEL           CA   93923          5            12/17/02         00
    354511824                            05           02/01/03          0
    1627800776                           O            01/01/33
    0


    8449235          X12/787             F          405,200.00         ZZ
                                         360        404,410.33          1
                                       6.125          2,462.04         68
                                       5.875          2,462.04
    MOUNTAIN VIEW    CA   94041          5            12/13/02         00
    354512412                            05           02/01/03          0
    1627800777                           O            01/01/33
    0


    8449239          X12/787             F          518,800.00         ZZ
                                         360        517,205.40          1
                                       5.875          3,068.90         72
                                       5.625          3,068.90
    CORONADO         CA   92118          2            11/23/02         00
    354511825                            03           01/01/03          0
    1627800778                           O            12/01/32
    0


    8449245          X12/787             F          418,000.00         ZZ
                                         360        417,223.64          1
                                       6.375          2,607.78         76
                                       6.125          2,607.78
    SPARTA           NJ   07871          5            12/18/02         00
    354512036                            05           02/01/03          0
    1627800781                           O            01/01/33
    0


    8449251          X12/787             F          490,000.00         ZZ
                                         360        489,067.70          1
1


                                       6.250          3,017.02         67
                                       6.000          3,017.02
    LOS ANGELES      CA   90025          5            12/11/02         00
    354511826                            05           02/01/03          0
    1627800799                           O            01/01/33
    0


    8449259          X12/787             F          386,500.00         ZZ
                                         360        385,709.95          1
                                       5.875          2,286.30         62
                                       5.625          2,286.30
    EMERSON          NJ   07630          2            12/07/02         00
    354512037                            05           02/01/03          0
    1627800800                           O            01/01/33
    0


    8449261          X12/787             F          502,500.00         ZZ
                                         360        501,448.19          1
                                       5.750          2,932.46         75
                                       5.500          2,932.46
    POMPTON PLAINS   NJ   07444          5            12/12/02         00
    354512336                            05           02/01/03          0
    1627800808                           O            01/01/33
    0


    8449267          X12/787             F          442,900.00         ZZ
                                         360        442,097.05          1
                                       6.500          2,799.43         68
                                       6.250          2,799.43
    ASHBURN          VA   20147          2            12/20/02         00
    354512038                            05           02/01/03          0
    1627800810                           O            01/01/33
    0


    8449275          X12/787             F          349,000.00         ZZ
                                         360        348,351.79          1
                                       6.375          2,177.31         75
                                       6.125          2,177.31
    ROCKLIN          CA   95677          2            12/26/02         00
    354512460                            05           02/01/03          0
    1627800813                           O            01/01/33
    0


    8449279          X12/787             F          375,000.00         ZZ
                                         360        374,303.49          1
                                       6.375          2,339.52         71
                                       6.125          2,339.52
    MISSION VIEJO    CA   92691          5            12/10/02         00
    354511827                            05           02/01/03          0
1


    1627800814                           O            01/01/33
    0


    8449283          X12/787             F          336,300.00         ZZ
                                         360        335,460.91          1
                                       6.000          2,016.29         75
                                       5.750          2,016.29
    REDWOOD CITY     CA   94063          2            12/23/02         00
    354512337                            05           02/01/03          0
    1627800818                           O            01/01/33
    0


    8449287          X12/787             F          324,000.00         ZZ
                                         360        323,383.54          1
                                       6.250          1,994.93         80
                                       6.000          1,994.93
    MACOMB           MI   48042          2            12/27/02         00
    354512040                            05           02/01/03          0
    1627800820                           O            01/01/33
    0


    8449291          X12/787             F          369,300.00         ZZ
                                         360        368,580.29          1
                                       6.125          2,243.91         66
                                       5.875          2,243.91
    SAMMAMISH        WA   98074          5            12/21/02         00
    354512041                            05           02/01/03          0
    1627800825                           O            01/01/33
    0


    8449295          X12/787             F          327,150.00         ZZ
                                         360        326,527.56          1
                                       6.250          2,014.32         80
                                       6.000          2,014.32
    MENDEN           MA   01756          2            12/21/02         00
    354512042                            05           02/01/03          0
    1627800829                           O            01/01/33
    0


    8449299          X12/787             F          410,000.00         ZZ
                                         360        409,238.50          1
                                       6.375          2,557.87         55
                                       6.125          2,557.87
    SAN FRANCISCO    CA   94131          5            12/23/02         00
    354512089                            05           02/01/03          0
    1627800832                           O            01/01/33
    0


1


    8449303          X12/787             F          385,000.00         ZZ
                                         360        384,668.52          1
                                       6.750          2,497.11         90
                                       6.500          2,497.11
    CLARKSBURG       WV   26301          1            01/15/03         01
    354512414                            05           03/01/03         25
    1627800836                           O            02/01/33
    0


    8449307          X12/787             F          568,500.00         ZZ
                                         360        567,418.35          1
                                       6.250          3,500.36         74
                                       6.000          3,500.36
    BLOOMFIELD TOWN  MI   48304          2            12/12/02         00
    354511605                            01           02/01/03          0
    1627800842                           O            01/01/33
    0


    8449311          X12/787             F          339,600.00         ZZ
                                         360        338,899.41          1
                                       6.125          2,063.45         71
                                       5.875          2,063.45
    GRAND BLANC TOW  MI   48439          2            12/17/02         00
    354511828                            05           02/01/03          0
    1627800847                           O            01/01/33
    0


    8449315          X12/787             F          346,400.00         ZZ
                                         360        345,708.58          1
                                       6.000          2,076.85         52
                                       5.750          2,076.85
    SAN JOSE         CA   95148          2            12/20/02         00
    354512376                            05           02/01/03          0
    1627800851                           O            01/01/33
    0


    8449319          X12/787             F          591,200.00         ZZ
                                         360        589,548.55          1
                                       6.375          3,688.32         80
                                       6.125          3,688.32
    MARCO ISLAND     FL   34145          1            11/15/02         00
    354510313                            05           01/01/03          0
    1627800859                           O            12/01/32
    0


    8449323          X12/787             F          406,850.00         ZZ
                                         360        406,057.10          1
                                       6.125          2,472.07         56
                                       5.875          2,472.07
1


    MISSION VIEJO    CA   92692          2            12/18/02         00
    354512415                            05           02/01/03          0
    1627800864                           O            01/01/33
    0


    8449331          X12/787             F          601,600.00         ZZ
                                         360        600,241.53          1
                                       5.875          3,558.70         80
                                       5.625          3,558.70
    NESHANIC STATIO  NJ   08853          2            12/17/02         00
    354512461                            05           02/01/03          0
    1627800867                           O            01/01/33
    0


    8449337          X12/787             F          400,000.00         ZZ
                                         360        399,162.74          1
                                       5.750          2,334.30         55
                                       5.500          2,334.30
    EL SEGUNDO       CA   90245          5            12/28/02         00
    354512546                            05           02/01/03          0
    1627800870                           O            01/01/33
    0


    8449341          X12/787             F          580,000.00         ZZ
                                         360        578,922.75          1
                                       6.375          3,618.45         58
                                       6.125          3,618.45
    FREMONT          CA   94539          5            12/07/02         00
    354511829                            05           02/01/03          0
    1627800877                           O            01/01/33
    0


    8449345          X12/787             F          420,000.00         ZZ
                                         360        419,181.48          1
                                       6.125          2,551.97         80
                                       5.875          2,551.97
    HERNDON          VA   20171          1            12/27/02         00
    354512044                            03           02/01/03          0
    1627800884                           O            01/01/33
    0


    8449349          X12/787             F          370,400.00         ZZ
                                         360        369,255.36          1
                                       6.250          2,280.62         80
                                       6.000          2,280.62
    CRYSTAL LAKE     IL   60014          1            12/30/02         00
    354512091                            05           02/01/03          0
    1627800886                           O            01/01/33
    0
1




    8449355          X12/787             F          360,000.00         ZZ
                                         360        359,347.34          1
                                       6.500          2,275.45         69
                                       6.250          2,275.45
    BEDFORD          MA   01730          2            12/14/02         00
    354511830                            01           02/01/03          0
    1627800888                           O            01/01/33
    0


    8449359          X12/787             F          454,500.00         ZZ
                                         360        453,592.82          1
                                       6.000          2,724.96         57
                                       5.750          2,724.96
    KENSINGTON       CA   94707          5            12/13/02         00
    354512045                            05           02/01/03          0
    1627800897                           O            01/01/33
    0


    8449365          X12/787             F          430,500.00         ZZ
                                         360        430,101.27          1
                                       6.375          2,685.76         69
                                       6.125          2,685.76
    ASHBURN          VA   20147          2            01/09/03         00
    354512378                            05           03/01/03          0
    1627800899                           O            02/01/33
    0


    8449369          X12/787             F          401,250.00         ZZ
                                         360        400,486.56          1
                                       6.250          2,470.57         75
                                       6.000          2,470.57
    HARTLAND TWP     MI   48114          5            01/10/03         00
    354512499                            05           02/01/03          0
    1627800906                           O            01/01/33
    0


    8449373          X12/787             F          550,000.00         ZZ
                                         360        549,050.26          1
                                       6.750          3,567.29         80
                                       6.500          3,567.29
    LOS ANGELES      CA   90046          1            12/10/02         00
    354512046                            06           02/01/03          0
    1627800934                           O            01/01/33
    0


    8449377          X12/787             F          390,700.00         ZZ
                                         360        389,956.65          1
1


                                       6.250          2,405.61         74
                                       6.000          2,405.61
    WEST BLOOMFIELD  MI   48324          2            12/20/02         00
    354512267                            05           02/01/03          0
    1627800946                           O            01/01/33
    0


    8449381          X12/787             F          380,450.00         ZZ
                                         360        379,743.37          1
                                       6.375          2,373.52         80
                                       6.125          2,373.52
    SHELBY TOWNSHIP  MI   48315          2            12/23/02         00
    354512048                            05           02/01/03          0
    1627800981                           O            01/01/33
    0


    8449385          X12/787             F          397,500.00         ZZ
                                         360        395,417.45          1
                                       6.750          2,578.18         75
                                       6.500          2,578.18
    ALEXANDRIA       VA   22310          2            08/29/02         00
    354512161                            05           10/01/02          0
    1628000057                           O            09/01/32
    0


    8449389          X12/787             F          500,000.00         ZZ
                                         360        498,569.31          1
                                       6.250          3,078.59         47
                                       6.000          3,078.59
    RESTON           VA   20194          1            12/02/02         00
    354511651                            03           01/01/03          0
    1628000077                           O            12/01/32
    0


    8449393          X12/787             F          475,000.00         ZZ
                                         360        473,640.84          1
                                       6.250          2,924.66         77
                                       6.000          2,924.66
    POTOMAC          MD   20854          5            11/17/02         00
    354511465                            05           01/01/03          0
    1628000087                           O            12/01/32
    0


    8449397          X12/787             F          500,000.00         ZZ
                                         360        497,545.23          1
                                       6.125          3,038.05         80
                                       5.875          3,038.05
    OAKTON           VA   22124          1            10/31/02         00
    354511831                            05           12/01/02          0
1


    1628000088                           O            11/01/32
    0


    8449401          X12/787             F          368,000.00         ZZ
                                         360        366,947.02          1
                                       6.250          2,265.84         80
                                       6.000          2,265.84
    AUBURN           AL   36830          1            11/27/02         00
    354511889                            05           01/01/03          0
    1628300066                           O            12/01/32
    0


    8449407          X12/787             F          410,000.00         ZZ
                                         360        409,638.26          1
                                       6.625          2,625.28         79
                                       6.375          2,625.28
    ALEXANDRIA       VA   22312          5            12/30/02         00
    354512380                            05           03/01/03          0
    1628300074                           O            02/01/33
    0


    8449451          X12/787             F          500,000.00         ZZ
                                         360        499,093.52          1
                                       6.500          3,160.35         65
                                       6.250          3,160.35
    SAN MARTIN       CA   95046          5            12/05/02         00
    354511685                            05           02/01/03          0
    1618501097                           O            01/01/33
    0


    8449453          X12/787             F          630,000.00         ZZ
                                         360        628,197.34          1
                                       6.250          3,879.02         74
                                       6.000          3,879.02
    RANCHO PALOS VE  CA   90275          2            11/19/02         00
    354511727                            05           01/01/03          0
    1618501222                           O            12/01/32
    0


    8460641          X68/X68             F          355,000.00         ZZ
                                         360        354,308.16          1
                                       6.125          2,157.02         71
                                       5.875          2,157.02
    WAYNE            NJ   07470          2            12/26/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211119                           O            01/01/33
    0


1


    8460643          X68/X68             F          611,000.00         ZZ
                                         360        609,780.46          1
                                       6.000          3,663.25         77
                                       5.750          3,663.25
    SOUTH ORANGE     NJ   07079          2            12/17/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211125                           O            01/01/33
    0


    8460647          X68/X68             F          515,000.00         ZZ
                                         360        513,972.06          1
                                       6.000          3,087.69         67
                                       5.750          3,087.69
    ALEXANDRIA       VA   22301          2            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211129                           O            01/01/33
    0


    8460653          X68/X68             F          460,000.00         ZZ
                                         360        459,081.85          1
                                       6.000          2,757.93         80
                                       5.750          2,757.93
    RIDGEFIELD       CT   06877          2            12/12/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211187                           O            01/01/33
    0


    8460655          X68/X68             F        1,440,000.00         ZZ
                                         360      1,434,084.17          1
                                       5.875          8,518.14         60
                                       5.625          8,518.14
    BRIDGEHAMPTON    NY   11932          5            10/16/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    00W2080230                           O            11/01/32
    0


    8460659          X68/X68             F          330,000.00         ZZ
                                         360        328,853.89          1
                                       6.750          2,140.37         58
                                       6.500          2,140.37
    SARASOTA         FL   34234          5            10/10/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    00W2080282                           N            11/01/32
    0


    8460661          X68/X68             F          315,600.00         ZZ
                                         240        312,887.35          1
                                       6.125          2,283.87         80
                                       5.875          2,283.87
1


    MANASSAS PARK    VA   20111          2            10/29/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    00W2100001                           O            11/01/22
    0


    8460665          X68/X68             F          215,000.00         ZZ
                                         360        214,102.43          1
                                       6.750          1,394.49         69
                                       6.500          1,394.49
    NORTH BABYLON    NY   11703          5            10/31/02         00
    TO BE ASSIGNED                       05           12/01/02          0
    00W2100107                           O            11/01/32
    0


    8460671          X68/X68             F          485,000.00         ZZ
                                         360        483,984.83          1
                                       5.750          2,830.33         75
                                       5.500          2,830.33
    PHOENIX          AZ   85044          5            12/03/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2110055                           O            01/01/33
    0


    8460673          X68/X68             F          440,000.00         ZZ
                                         360        438,857.11          1
                                       6.750          2,853.83         80
                                       6.500          2,853.83
    ANNAPOLIS        MD   21401          5            11/18/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    00W2100135                           O            12/01/32
    0


    8460675          X68/X68             F          649,900.00         ZZ
                                         360        648,602.81          1
                                       6.000          3,896.48         37
                                       5.750          3,896.48
    NEWTON           MA   02467          2            12/03/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2110066                           O            01/01/33
    0


    8460677          X68/X68             F          525,000.00         ZZ
                                         360        523,386.35          1
                                       5.875          3,105.57         75
                                       5.625          3,105.57
    JUPITER          FL   33458          5            11/22/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    00W2110096                           O            12/01/32
    0
1




    8460681          X68/X68             F          401,250.00         ZZ
                                         360        400,429.80          1
                                       5.875          2,373.55         75
                                       5.625          2,373.55
    CASTRO VALLEY    CA   94552          5            12/10/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2110099                           O            01/01/33
    0


    8460683          X68/X68             F          360,000.00         ZZ
                                         360        359,298.41          1
                                       6.125          2,187.40         62
                                       5.875          2,187.40
    REDONDO BEACH    CA   90278          1            12/03/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2110103                           O            01/01/33
    0


    8460685          X68/X68             F          410,000.00         ZZ
                                         360        409,219.93          1
                                       6.250          2,524.44         69
                                       6.000          2,524.44
    WYCKOFF          NJ   07481          5            12/12/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2110119                           O            01/01/33
    0


    8460687          X68/X68             F          428,000.00         ZZ
                                         360        425,194.45          1
                                       6.375          2,670.16         80
                                       6.125          2,670.16
    CHADDS FORD      PA   19317          2            12/13/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2110120                           O            01/01/33
    0


    8460689          X68/X68             F          351,000.00         ZZ
                                         360        350,299.41          1
                                       6.000          2,104.42         68
                                       5.750          2,104.42
    EAST SANDWICH    MA   02537          5            12/26/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2110124                           O            01/01/33
    0


    8460691          X68/X68             F          499,950.00         ZZ
                                         360        499,021.42          1
1


                                       6.375          3,119.04         61
                                       6.125          3,119.04
    BOCA RATON       FL   33434          5            12/27/02         00
    TO BE ASSIGNED                       03           02/01/03          0
    00W2110125                           N            01/01/33
    0


    8460695          X68/X68             F          400,000.00         ZZ
                                         360        398,882.64          1
                                       6.375          2,495.48         80
                                       6.125          2,495.48
    HADDON HEIGHTS   NJ   08035          5            12/02/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    00W2110128                           O            12/01/32
    0


    8460697          X68/X68             F          412,500.00         ZZ
                                         360        411,676.65          1
                                       6.000          2,473.15         75
                                       5.750          2,473.15
    PORT TOBACCO     MD   20677          5            12/04/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2110144                           O            01/01/33
    0


    8460703          X68/X68             F          364,000.00         ZZ
                                         360        363,273.47          1
                                       6.000          2,182.36         80
                                       5.750          2,182.36
    SAN DIEGO        CA   92130          2            12/04/02         00
    TO BE ASSIGNED                       01           02/01/03          0
    00W2110160                           O            01/01/33
    0


    8460707          X68/X68             F          525,000.00         ZZ
                                         360        524,024.90          1
                                       6.375          3,275.32         74
                                       6.125          3,275.32
    STAMFORD         CT   06903          5            12/11/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2110193                           O            01/01/33
    0


    8460709          X68/X68             F          431,250.00         ZZ
                                         360        429,750.20          1
                                       6.000          2,585.56         75
                                       5.750          2,585.56
    MISSION VIEJO    CA   92692          5            12/23/02         00
    TO BE ASSIGNED                       03           02/01/03          0
1


    00W2110196                           O            01/01/33
    0


    8460711          X68/X68             F          479,000.00         ZZ
                                         360        477,769.65          1
                                       5.875          2,833.47         69
                                       5.625          2,833.47
    FORT LAUDERDALE  FL   33301          5            12/13/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2110199                           O            01/01/33
    0


    8460713          X68/X68             F          520,000.00         ZZ
                                         360        519,034.20          1
                                       6.375          3,244.12         70
                                       6.125          3,244.12
    BIRMINGHAM       AL   35242          5            12/12/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2110202                           O            01/01/33
    0


    8460715          X68/X68             F          590,000.00         ZZ
                                         360        585,750.60          1
                                       6.625          3,777.83         72
                                       6.375          3,777.83
    PARKLAND         FL   33067          1            12/09/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2110207                           O            01/01/33
    0


    8460717          X68/X68             F          478,000.00         ZZ
                                         360        477,045.92          1
                                       6.000          2,865.85         80
                                       5.750          2,865.85
    KENNETT SQUARE   PA   19348          1            12/20/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2110216                           O            01/01/33
    0


    8460721          X68/X68             F          510,000.00         ZZ
                                         360        509,075.40          1
                                       6.500          3,223.55         85
                                       6.250          3,223.55
    LOCUST VALLEY    NY   11560          1            12/17/02         01
    TO BE ASSIGNED                       05           02/01/03         12
    00W2110217                           O            01/01/33
    0


1


    8460737          X68/X68             F          349,600.00         ZZ
                                         360        348,981.40          1
                                       6.625          2,238.53         95
                                       6.375          2,238.53
    NORTH MIAMI BEA  FL   33160          1            12/10/02         10
    TO BE ASSIGNED                       01           02/01/03         35
    00W2110228                           O            01/01/33
    0


    8460739          X68/X68             F          547,200.00         ZZ
                                         360        543,819.18          1
                                       6.000          3,280.74         58
                                       5.750          3,280.74
    SCOTTSDALE       AZ   85262          2            12/18/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2120010                           O            01/01/33
    0


    8460741          X68/X68             F          490,000.00         ZZ
                                         360        489,045.07          1
                                       6.125          2,977.29         55
                                       5.875          2,977.29
    CHEVY CHASE      MD   20815          2            12/19/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2120011                           O            01/01/33
    0


    8460743          X68/X68             F          766,500.00         ZZ
                                         360        765,076.37          1
                                       6.375          4,781.96         63
                                       6.125          4,781.96
    WASHINGTON       CT   06794          2            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2120024                           O            01/01/33
    0


    8460745          X68/X68             F          465,000.00         ZZ
                                         360        463,570.76          1
                                       5.875          2,750.65         75
                                       5.625          2,750.65
    SCOTTSDALE       AZ   85262          2            12/19/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2120026                           O            01/01/33
    0


    8460747          X68/X68             F          445,000.00         ZZ
                                         360        444,111.79          1
                                       6.000          2,668.00         52
                                       5.750          2,668.00
1


    FRIENDSHIP       MD   20758          5            12/26/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2120029                           O            01/01/33
    0


    8460755          X68/X68             F          321,900.00         ZZ
                                         360        321,316.42          1
                                       6.500          2,034.63         64
                                       6.250          2,034.63
    CAREFREE         AZ   85377          2            12/26/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2120099                           O            01/01/33
    0


    8460763          X68/X68             F          452,000.00         ZZ
                                         360        451,200.21          1
                                       6.625          2,894.21         75
                                       6.375          2,894.21
    PHOENIX          AZ   85021          2            12/20/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00W2120126                           O            01/01/33
    0


    8460765          X68/X68             F          390,800.00         ZZ
                                         360        390,429.20          1
                                       6.250          2,406.22         75
                                       6.000          2,406.22
    COLORADO SPRING  CO   80919          2            01/02/03         00
    TO BE ASSIGNED                       05           03/01/03          0
    00W2120147                           O            02/01/33
    0


    8460773          X68/X68             F          354,300.00         ZZ
                                         360        353,106.04          1
                                       6.000          2,124.21         80
                                       5.750          2,124.21
    COLLEGEVILLE     PA   19426          1            12/13/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0207227                           O            01/01/33
    0


    8460779          X68/X68             F          570,000.00         ZZ
                                         360        568,915.50          1
                                       6.250          3,509.59         59
                                       6.000          3,509.59
    ROSLYN HEIGHTS   NY   11577          2            12/10/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0208328                           O            01/01/33
    0
1




    8460783          X68/X68             F          377,500.00         ZZ
                                         360        376,746.52          1
                                       6.000          2,263.30         79
                                       5.750          2,263.30
    ASBURY           NJ   08802          2            12/18/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0210006                           O            01/01/33
    0


    8460785          X68/X68             F          387,000.00         ZZ
                                         360        386,219.83          1
                                       6.000          2,320.26         72
                                       5.750          2,320.26
    WALPOLE          MA   02081          2            12/13/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0210120                           O            01/01/33
    0


    8460789          X68/X68             F          335,000.00         ZZ
                                         360        334,315.23          1
                                       5.875          1,981.65         75
                                       5.625          1,981.65
    GERMANTOWN       MD   20876          2            12/12/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0210154                           O            01/01/33
    0


    8460791          X68/X68             F          347,000.00         ZZ
                                         360        346,307.39          1
                                       6.000          2,080.44         71
                                       5.750          2,080.44
    ARLINGTON        VA   22201          2            12/17/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0210408                           O            01/01/33
    0


    8460793          X68/X68             F          340,000.00         ZZ
                                         360        339,105.23          1
                                       6.125          2,065.88         68
                                       5.875          2,065.88
    HASTINGS ON HUD  NY   10706          2            12/12/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0210468                           O            01/01/33
    0


    8460795          X68/X68             F          392,000.00         ZZ
                                         360        391,261.07          1
1


                                       6.375          2,445.57         90
                                       6.125          2,445.57
    DAMASCUS         MD   20872          2            12/09/02         10
    TO BE ASSIGNED                       05           02/01/03         25
    00R0210491                           O            01/01/33
    0


    8460799          X68/X68             F          552,500.00         ZZ
                                         360        551,423.26          1
                                       6.125          3,357.05         60
                                       5.875          3,357.05
    CORTLANDT MANOR  NY   10567          2            12/20/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0210506                           O            01/01/33
    0


    8460805          X68/X68             F          548,000.00         ZZ
                                         360        546,906.19          1
                                       6.000          3,285.54         76
                                       5.750          3,285.54
    ARDSLEY          NY   10502          2            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0210510                           O            01/01/33
    0


    8460807          X68/X68             F          329,000.00         ZZ
                                         360        328,327.50          1
                                       5.875          1,946.16         78
                                       5.625          1,946.16
    OKLAHOMA CITY    OK   73118          2            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0210520                           O            01/01/33
    0


    8460809          X68/X68             F          463,000.00         ZZ
                                         360        462,097.68          1
                                       6.125          2,813.24         80
                                       5.875          2,813.24
    SAN FRANCISCO    CA   94107          2            12/04/02         00
    TO BE ASSIGNED                       01           02/01/03          0
    00R0210538                           O            01/01/33
    0


    8460811          X68/X68             F          483,000.00         ZZ
                                         360        481,757.18          1
                                       6.125          2,934.76         75
                                       5.875          2,934.76
    MARBLEHEAD       MA   01945          5            12/18/02         00
    TO BE ASSIGNED                       05           02/01/03          0
1


    00R0210543                           O            01/01/33
    0


    8460813          X68/X68             F          322,800.00         ZZ
                                         360        321,338.22          1
                                       5.875          1,909.48         53
                                       5.625          1,909.48
    GAITHERSBURG     MD   20878          2            12/27/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0210548                           O            01/01/33
    0


    8460819          X68/X68             F          457,900.00         ZZ
                                         360        456,918.66          1
                                       5.625          2,635.93         54
                                       5.375          2,635.93
    SAN CARLOS       CA   94070          2            12/20/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211030                           O            01/01/33
    0


    8460821          X68/X68             F          348,000.00         ZZ
                                         360        345,635.41          1
                                       5.875          2,058.55         80
                                       5.625          2,058.55
    TRUMBULL         CT   06611          2            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211032                           O            01/01/33
    0


    8460823          X68/X68             F          549,600.00         ZZ
                                         360        548,449.61          1
                                       5.750          3,207.32         80
                                       5.500          3,207.32
    LEMONT           IL   60439          1            12/26/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211039                           O            01/01/33
    0


    8460825          X68/X68             F          375,000.00         ZZ
                                         360        374,233.47          1
                                       5.875          2,218.27         80
                                       5.625          2,218.27
    PARK CITY        UT   84098          2            12/19/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211051                           O            01/01/33
    0


1


    8460827          X68/X68             F          440,000.00         ZZ
                                         360        439,162.84          1
                                       6.250          2,709.16         80
                                       6.000          2,709.16
    NEW CANAAN       CT   06840          2            12/19/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211058                           O            01/01/33
    0


    8460829          X68/X68             F          430,000.00         ZZ
                                         360        428,759.27          1
                                       5.875          2,543.61         70
                                       5.625          2,543.61
    DAMASCUS         MD   20872          2            12/13/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211089                           O            01/01/33
    0


    8460831          X68/X68             F          337,000.00         ZZ
                                         360        336,059.93          1
                                       5.875          1,993.48         71
                                       5.625          1,993.48
    SAN FRANCISCO    CA   94127          2            12/17/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211100                           O            01/01/33
    0


    8460835          X68/X68             F          507,000.00         ZZ
                                         360        505,938.80          1
                                       5.750          2,958.71         76
                                       5.500          2,958.71
    DOYLESTOWN       PA   18901          1            12/16/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211104                           O            01/01/33
    0


    8460839          X68/X68             F          424,000.00         ZZ
                                         360        423,133.31          1
                                       5.875          2,508.12         80
                                       5.625          2,508.12
    SEATTLE          WA   98177          2            12/23/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211107                           O            01/01/33
    0


    8460841          X68/X68             F          382,000.00         ZZ
                                         360        381,181.32          1
                                       5.625          2,199.01         75
                                       5.375          2,199.01
1


    SEATTLE          WA   98103          2            12/17/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211108                           O            01/01/33
    0


    8460843          X68/X68             F          649,950.00         ZZ
                                         360        647,952.29          1
                                       5.875          3,844.70         55
                                       5.625          3,844.70
    WESTFIELD        NJ   07090          2            11/25/02         00
    TO BE ASSIGNED                       05           01/01/03          0
    00R0211111                           O            12/01/32
    0


    8460845          X68/X68             F          368,000.00         ZZ
                                         360        367,247.78          1
                                       5.875          2,176.86         80
                                       5.625          2,176.86
    RICHMOND         VA   23229          2            12/18/02         00
    TO BE ASSIGNED                       05           02/01/03          0
    00R0211110                           O            01/01/33
    0


    8478617          T71/T71             F          550,000.00         ZZ
                                         360        544,804.57          1
                                       7.375          3,798.72         80
                                       7.125          3,798.72
    FT LAUDERDALE    FL   33308          1            02/28/02         00
    0120004911                           05           04/01/02          0
    0120004911                           O            03/01/32
    0


    8478619          T71/T71             F          413,100.00         ZZ
                                         360        409,825.96          1
                                       6.750          2,679.36         90
                                       6.500          2,679.36
    VERO BEACH       FL   32963          4            12/13/01         10
    0120005678                           03           11/01/02         25
    0120005678                           O            10/01/32
    0


    8478621          T71/T71             F          480,000.00         ZZ
                                         240        471,257.39          1
                                       6.750          3,649.75         80
                                       6.500          3,649.75
    VERO BEACH       FL   32966          1            05/15/02         00
    0120040170                           03           07/01/02          0
    0120040170                           O            06/01/22
    0
1




    8478623          T71/T71             F          385,600.00         ZZ
                                         360        383,019.16          1
                                       7.000          2,565.41         80
                                       6.750          2,565.41
    VERO BEACH       FL   32963          1            06/14/02         00
    0120040196                           05           08/01/02          0
    0120040196                           O            07/01/32
    0


    8478625          T71/T71             F          450,300.00         T
                                         360        446,385.06          1
                                       7.500          3,148.57         80
                                       7.250          3,148.57
    MELBOURNE        FL   32940          1            04/15/02         00
    0120200345                           03           06/01/02          0
    0120200345                           O            05/01/32
    0


    8478627          T71/T71             F          386,181.48         ZZ
                                         319        383,593.46          1
                                       6.500          2,546.29         79
                                       6.250          2,546.29
    DAVIE            FL   33325          4            10/01/02         00
    0124506598                           05           11/01/02          0
    0124506598                           O            05/01/29
    0


    8478637          T71/T71             F          425,000.00         ZZ
                                         360        390,316.30          1
                                       7.500          2,971.67         68
                                       7.250          2,971.67
    MERRITT ISLAND   FL   32953          4            04/16/99         00
    0124643532                           05           06/01/99          0
    0124643532                           O            05/01/29
    0


    8478639          T71/T71             F          334,986.65         ZZ
                                         318        333,386.39          1
                                       6.500          2,211.34         69
                                       6.250          2,211.34
    FLAGLER BEACH    FL   32136          4            10/29/02         00
    0124767877                           05           12/01/02          0
    0124767877                           O            05/01/29
    0


    8478645          T71/T71             F          493,987.60         ZZ
                                         345        491,854.52          1
1


                                       6.500          3,166.95         60
                                       6.250          3,166.95
    COCONUT GROVE    FL   33133          4            10/16/02         00
    0125548235                           03           12/01/02          0
    0125548235                           O            08/01/31
    0


    8478649          T71/T71             F          375,000.00         ZZ
                                         360        369,067.77          1
                                       7.750          2,686.55         40
                                       7.500          2,686.55
    PALM BAY         FL   32907          5            05/03/01         00
    0125964101                           05           07/01/01          0
    0125964101                           O            06/01/31
    0


    8478651          T71/T71             F          501,625.92         ZZ
                                         341        499,307.29          1
                                       6.375          3,188.37         44
                                       6.125          3,188.37
    VERO BEACH       FL   32963          2            10/31/02         00
    0125989454                           05           12/01/02          0
    0125989454                           O            04/01/31
    0


    8480667          736/736             F          743,000.00         ZZ
                                         360        742,295.01          1
                                       6.250          4,574.78         56
                                       6.000          4,574.78
    LOS ANGELES      CA   90069          2            01/09/03         00
    0107788986                           05           03/01/03          0
    0107788986                           O            02/01/33
    0


    8480671          736/736             F          114,400.00         ZZ
                                         360        114,294.04          1
                                       6.375            713.71         80
                                       6.125            713.71
    WAKE FOREST      NC   27587          2            01/15/03         00
    0107788994                           05           03/01/03          0
    0107788994                           O            02/01/33
    0


    8480673          736/736             F          563,300.00         ZZ
                                         360        562,765.51          1
                                       6.250          3,468.34         73
                                       6.000          3,468.34
    ARCADIA          CA   91007          2            01/14/03         00
    0107789620                           05           03/01/03          0
1


    0107789620                           O            02/01/33
    0


    8480677          736/736             F          420,000.00         ZZ
                                         360        419,601.48          1
                                       6.250          2,586.02         74
                                       6.000          2,586.02
    SAN LEANDRO      CA   94579          2            01/22/03         00
    0107793754                           03           03/01/03          0
    0107793754                           O            02/01/33
    0


    8480679          736/736             F          480,000.00         ZZ
                                         360        479,041.92          1
                                       6.000          2,877.84         79
                                       5.750          2,877.84
    NORWOOD          MA   02062          1            01/02/03         00
    0107794166                           05           02/01/03          0
    0107794166                           O            01/01/33
    0


    8480681          736/736             F          496,000.00         ZZ
                                         360        495,494.30          1
                                       5.875          2,934.03         62
                                       5.625          2,934.03
    ORLANDO          FL   32803          5            01/15/03         00
    0107795478                           05           03/01/03          0
    0107795478                           O            02/01/33
    0


    8480683          736/736             F          476,000.00         ZZ
                                         360        475,491.13          1
                                       5.625          2,740.12         34
                                       5.375          2,740.12
    SAN RAFAEL       CA   94901          2            01/09/03         00
    0107796872                           05           03/01/03          0
    0107796872                           O            02/01/33
    0


    8480689          736/736             F          218,000.00         ZZ
                                         360        217,788.11          1
                                       6.125          1,324.60         60
                                       5.875          1,324.60
    FAIRFIELD        CA   94533          1            01/09/03         00
    0107797094                           03           03/01/03          0
    0107797094                           O            02/01/33
    0


1


    8480691          736/736             F          172,500.00         ZZ
                                         360        172,347.80          1
                                       6.625          1,104.54         75
                                       6.375          1,104.54
    RAMONA           CA   92065          5            01/16/03         00
    0107797292                           01           03/01/03          0
    0107797292                           O            02/01/33
    0


    8480695          736/736             F          671,200.00         ZZ
                                         360        670,547.63          1
                                       6.125          4,078.29         75
                                       5.875          4,078.29
    LITTLETON        CO   80123          5            01/15/03         00
    0107797656                           05           03/01/03          0
    0107797656                           O            02/01/33
    0


    8480699          736/736             F          574,000.00         ZZ
                                         360        573,442.10          1
                                       6.125          3,487.69         73
                                       5.875          3,487.69
    CARLSBAD         CA   92009          2            01/13/03         00
    0107797805                           03           03/01/03          0
    0107797805                           O            02/01/33
    0


    8480701          736/736             F          425,000.00         ZZ
                                         360        424,596.74          1
                                       6.250          2,616.80         79
                                       6.000          2,616.80
    MONUMENT         CO   80132          5            01/22/03         00
    0107799256                           05           03/01/03          0
    0107799256                           O            02/01/33
    0


    8480705          736/736             F          210,000.00         ZZ
                                         360        209,800.74          1
                                       6.250          1,293.01         77
                                       6.000          1,293.01
    SALEM            OR   97304          1            01/06/03         00
    0107799371                           05           03/01/03          0
    0107799371                           O            02/01/33
    0


    8480707          736/736             F          537,500.00         T
                                         360        537,002.16          1
                                       6.375          3,353.31         68
                                       6.125          3,353.31
1


    FLAGSTAFF        AZ   86004          2            01/17/03         00
    0107800526                           05           03/01/03          0
    0107800526                           O            02/01/33
    0


    8480713          736/736             F          439,000.00         ZZ
                                         360        438,583.46          1
                                       6.250          2,703.00         80
                                       6.000          2,703.00
    VASHON           WA   98070          2            01/17/03         00
    0107802704                           05           03/01/03          0
    0107802704                           O            02/01/33
    0


    8480717          736/736             F          500,000.00         ZZ
                                         360        499,514.03          1
                                       6.125          3,038.05         26
                                       5.875          3,038.05
    TIBURON          CA   94920          2            01/07/03         00
    0107803504                           05           03/01/03          0
    0107803504                           O            02/01/33
    0


    8480719          736/736             F          540,000.00         ZZ
                                         360        539,487.62          1
                                       6.250          3,324.88         80
                                       6.000          3,324.88
    EAST SANDWICH    MA   02537          1            01/21/03         00
    0107806424                           05           03/01/03          0
    0107806424                           O            02/01/33
    0


    8480721          736/736             F          466,000.00         ZZ
                                         360        465,134.49          1
                                       6.375          2,907.23         80
                                       6.125          2,907.23
    NOVATO           CA   94947          2            12/12/02         00
    0107807307                           05           02/01/03          0
    0107807307                           O            01/01/33
    0


    8480723          736/736             F          383,100.00         ZZ
                                         360        382,727.65          1
                                       6.125          2,327.76         70
                                       5.875          2,327.76
    IRVINE           CA   92620          5            01/21/03         00
    0107807398                           03           03/01/03          0
    0107807398                           O            02/01/33
    0
1




    8480727          736/736             F          225,000.00         ZZ
                                         360        224,791.60          1
                                       6.375          1,403.71         75
                                       6.125          1,403.71
    MOUNT SINAI      NY   11766          2            01/15/03         00
    0107656035                           05           03/01/03          0
    0107656035                           O            02/01/33
    0


    8480731          736/736             F          188,000.00         ZZ
                                         360        187,812.84          1
                                       6.000          1,127.16         80
                                       5.750          1,127.16
    STONY POINT      NY   10980          2            01/07/03         00
    0107660805                           05           03/01/03          0
    0107660805                           O            02/01/33
    0


    8480735          736/736             F          470,000.00         ZZ
                                         360        469,564.69          1
                                       6.375          2,932.19         74
                                       6.125          2,932.19
    LAGUNA BEACH     CA   92651          5            01/15/03         00
    0107664542                           05           03/01/03          0
    0107664542                           O            02/01/33
    0


    8480739          736/736             F          382,000.00         ZZ
                                         360        381,161.83          1
                                       5.500          2,168.96         53
                                       5.250          2,168.96
    LAGUNA NIGUEL    CA   92677          5            12/30/02         00
    0107670721                           05           02/01/03          0
    0107670721                           O            01/01/33
    0


    8480741          736/736             F           97,000.00         ZZ
                                         360         96,916.48          1
                                       6.750            629.15         75
                                       6.500            629.15
    DANIELSVILLE     PA   18038          2            01/15/03         00
    0107673162                           05           03/01/03          0
    0107673162                           O            02/01/33
    0


    8480745          736/736             F          210,000.00         ZZ
                                         360        209,814.71          1
1


                                       6.625          1,344.66         70
                                       6.375          1,344.66
    WESTPORT         WA   98595          5            01/21/03         00
    0107684474                           05           03/01/03          0
    0107684474                           O            02/01/33
    0


    8480749          736/736             F          633,000.00         ZZ
                                         360        632,384.76          1
                                       6.125          3,846.18         76
                                       5.875          3,846.18
    LOS ANGELES      CA   90064          2            01/13/03         00
    0107691073                           05           03/01/03          0
    0107691073                           O            02/01/33
    0


    8480751          736/736             F          650,000.00         ZZ
                                         360        649,426.52          1
                                       6.625          4,162.02         48
                                       6.375          4,162.02
    WESTON           MA   02493          5            12/31/02         00
    0107700155                           05           03/01/03          0
    0107700155                           O            02/01/33
    0


    8480753          736/736             F          423,750.00         ZZ
                                         360        423,347.92          1
                                       6.250          2,609.11         75
                                       6.000          2,609.11
    ENCINITAS        CA   92024          5            01/02/03         00
    0107707929                           05           03/01/03          0
    0107707929                           O            02/01/33
    0


    8480755          736/736             F          320,000.00         ZZ
                                         360        319,473.87          1
                                       7.000          2,128.97         56
                                       6.750          2,128.97
    FALLBROOK        CA   92028          5            12/24/02         00
    0107708687                           05           02/01/03          0
    0107708687                           O            01/01/33
    0


    8480757          736/736             F          340,000.00         ZZ
                                         360        339,707.26          1
                                       6.750          2,205.24         80
                                       6.500          2,205.24
    HAYWARD          CA   94541          2            01/22/03         00
    0107709404                           05           03/01/03          0
1


    0107709404                           O            02/01/33
    0


    8480759          736/736             F          440,000.00         ZZ
                                         360        439,162.84          1
                                       6.250          2,709.16         80
                                       6.000          2,709.16
    HARRISBURG       NC   28075          4            12/17/02         00
    0107709842                           05           02/01/03          0
    0107709842                           O            01/01/33
    0


    8480761          736/736             F          380,000.00         ZZ
                                         360        379,630.65          1
                                       6.125          2,308.93         46
                                       5.875          2,308.93
    SAN JOSE         CA   95120          5            01/15/03         00
    0107710378                           05           03/01/03          0
    0107710378                           O            02/01/33
    0


    8480763          736/736             F          456,000.00         ZZ
                                         360        455,523.90          1
                                       5.750          2,661.10         80
                                       5.500          2,661.10
    PETALUMA         CA   94952          5            01/22/03         00
    0107720435                           05           03/01/03          0
    0107720435                           O            02/01/33
    0


    8480771          736/736             F          344,500.00         ZZ
                                         360        343,204.57          1
                                       6.250          2,121.15         66
                                       6.000          2,121.15
    COSTA MESA       CA   92626          2            01/14/03         00
    0107721375                           05           03/01/03          0
    0107721375                           O            02/01/33
    0


    8480779          736/736             F          338,000.00         ZZ
                                         360        337,341.28          1
                                       6.125          2,053.73         74
                                       5.875          2,053.73
    WINCHESTER       MA   01890          2            12/23/02         00
    0107723421                           01           02/01/03          0
    0107723421                           O            01/01/33
    0


1


    8480781          736/736             F          439,699.00         ZZ
                                         360        438,778.64          1
                                       5.750          2,565.97         90
                                       5.500          2,565.97
    ROCHESTER        MI   48306          1            12/19/02         04
    0107724205                           01           02/01/03         25
    0107724205                           O            01/01/33
    0


    8480783          736/736             F          145,000.00         ZZ
                                         360        144,855.65          1
                                       6.000            869.35         75
                                       5.750            869.35
    CERES            CA   95307          2            01/08/03         00
    0107729410                           05           03/01/03          0
    0107729410                           O            02/01/33
    0


    8480785          736/736             F          598,584.00         ZZ
                                         360        597,472.23          1
                                       6.375          3,734.39         71
                                       6.125          3,734.39
    HENDERSON        NV   89052          1            12/13/02         00
    0107732844                           03           02/01/03          0
    0107732844                           O            01/01/33
    0


    8480787          736/736             F          600,000.00         ZZ
                                         360        599,416.83          1
                                       6.125          3,645.67         61
                                       5.875          3,645.67
    DIX HILLS        NY   11746          5            01/17/03         00
    0107736571                           05           03/01/03          0
    0107736571                           O            02/01/33
    0


    8480789          736/736             F          185,000.00         ZZ
                                         360        184,828.65          1
                                       6.375          1,154.16         66
                                       6.125          1,154.16
    MIAMI            FL   33187          5            01/17/03         00
    0107735938                           05           03/01/03          0
    0107735938                           O            02/01/33
    0


    8480793          736/736             F          403,000.00         ZZ
                                         360        400,588.83          1
                                       6.875          2,647.43         77
                                       6.625          2,647.43
1


    AGOURA HILLS     CA   91301          5            07/30/02         00
    0080364664                           05           09/01/02          0
    0080364664                           O            08/01/32
    0


    8480795          736/736             F          408,000.00         ZZ
                                         360        407,640.03          1
                                       6.625          2,612.47         67
                                       6.375          2,612.47
    OAKLAND          CA   94611          2            01/01/03         00
    0080880883                           05           03/01/03          0
    0080880883                           O            02/01/33
    0


    8480797          736/736             F          146,000.00         ZZ
                                         360        145,868.01          1
                                       6.500            922.82         79
                                       6.250            922.82
    ANTIOCH          CA   94531          2            01/17/03         00
    0080909831                           01           03/01/03          0
    0080909831                           O            02/01/33
    0


    8480799          736/736             F          224,000.00         ZZ
                                         360        223,811.80          1
                                       6.875          1,471.53         80
                                       6.625          1,471.53
    QUEENS VILLAGE   NY   11428          5            01/14/03         00
    0080936313                           05           03/01/03          0
    0080936313                           O            02/01/33
    0


    8480801          736/736             F          486,500.00         ZZ
                                         360        486,015.68          1
                                       6.000          2,916.82         59
                                       5.750          2,916.82
    EAST BRUNSWICK   NJ   08816          2            01/14/03         00
    0080943236                           05           03/01/03          0
    0080943236                           O            02/01/33
    0


    8480807          736/736             F          421,000.00         ZZ
                                         360        420,560.44          1
                                       5.750          2,456.85         64
                                       5.500          2,456.85
    GRANTS PASS      OR   97527          2            01/16/03         00
    0080986276                           05           03/01/03          0
    0080986276                           O            02/01/33
    0
1




    8480809          736/736             F          460,000.00         ZZ
                                         360        459,603.94          1
                                       6.750          2,983.56         70
                                       6.500          2,983.56
    SALEM            MA   01970          5            01/17/03         00
    0080992720                           05           03/01/03          0
    0080992720                           O            02/01/33
    0


    8480813          736/736             F          264,000.00         ZZ
                                         360        263,778.20          1
                                       6.875          1,734.30         80
                                       6.625          1,734.30
    EAST HAMPTON     NY   11937          5            01/14/03         00
    0080999188                           05           03/01/03          0
    0080999188                           O            02/01/33
    0


    8480815          736/736             F          649,000.00         ZZ
                                         360        648,369.20          1
                                       6.125          3,943.40         55
                                       5.875          3,943.40
    MANHASSET        NY   11030          5            01/16/03         00
    0081001000                           05           03/01/03          0
    0081001000                           O            02/01/33
    0


    8480819          736/736             F          335,900.00         ZZ
                                         360        335,617.80          1
                                       6.875          2,206.63         80
                                       6.625          2,206.63
    WARWICK          NY   10990          1            01/21/03         00
    0081009813                           05           03/01/03          0
    0081009813                           O            02/01/33
    0


    8480821          736/736             F          543,000.00         ZZ
                                         360        542,472.23          1
                                       6.125          3,299.33         79
                                       5.875          3,299.33
    RIDGEWOOD        NJ   07450          2            01/17/03         00
    0081034449                           05           03/01/03          0
    0081034449                           O            02/01/33
    0


    8480825          736/736             F          297,600.00         ZZ
                                         360        297,343.77          1
1


                                       6.750          1,930.23         80
                                       6.500          1,930.23
    MISSION VIEJO    CA   92691          5            01/17/03         00
    0081051583                           03           03/01/03          0
    0081051583                           O            02/01/33
    0


    8480827          736/736             F          112,800.00         ZZ
                                         360        112,702.88          1
                                       6.750            731.62         80
                                       6.500            731.62
    PRICE            UT   84501          5            01/23/03         00
    0081065310                           05           03/01/03          0
    0081065310                           O            02/01/33
    0


    8480829          736/736             F          400,000.00         ZZ
                                         360        399,663.95          1
                                       6.875          2,627.72         74
                                       6.625          2,627.72
    DALY CITY        CA   94015          5            01/16/03         00
    0081065443                           05           03/01/03          0
    0081065443                           O            02/01/33
    0


    8480831          736/736             F          141,000.00         ZZ
                                         360        140,875.60          1
                                       6.625            902.84         53
                                       6.375            902.84
    MANASQUAN        NJ   08736          5            01/14/03         00
    0081065989                           05           03/01/03          0
    0081065989                           O            02/01/33
    0


    8480833          736/736             F          136,000.00         ZZ
                                         360        135,664.44          1
                                       7.000            904.82         80
                                       6.750            904.82
    WORCESTER        MA   01604          1            12/13/02         00
    0081074973                           05           02/01/03          0
    0081074973                           O            01/01/33
    0


    8480837          736/736             F          716,000.00         ZZ
                                         360        715,287.21          1
                                       6.000          4,292.79         80
                                       5.750          4,292.79
    LAKE OSWEGO      OR   97034          1            01/13/03         00
    0081079188                           05           03/01/03          0
1


    0081079188                           O            02/01/33
    0


    8480839          736/736             F          420,000.00         ZZ
                                         360        419,601.48          1
                                       6.250          2,586.02         80
                                       6.000          2,586.02
    PORT WASHINGTON  NY   11050          5            01/17/03         00
    0081080046                           05           03/01/03          0
    0081080046                           O            02/01/33
    0


    8480841          736/736             F          372,800.00         ZZ
                                         360        372,462.98          1
                                       6.500          2,356.35         80
                                       6.250          2,356.35
    WAYLAND          MA   01778          1            01/24/03         00
    0081080590                           05           03/01/03          0
    0081080590                           O            02/01/33
    0


    8480845          736/736             F          305,600.00         ZZ
                                         360        305,310.03          1
                                       6.250          1,881.64         77
                                       6.000          1,881.64
    LOS ANGELES      CA   91364          2            01/07/03         00
    0081084402                           05           03/01/03          0
    0081084402                           O            02/01/33
    0


    8480847          736/736             F          266,000.00         ZZ
                                         360        265,753.63          1
                                       6.375          1,659.50         80
                                       6.125          1,659.50
    OCEANSIDE        NY   11572          1            01/23/03         00
    0081081986                           05           03/01/03          0
    0081081986                           O            02/01/33
    0


    8480849          736/736             F          482,300.00         ZZ
                                         360        481,842.37          1
                                       6.250          2,969.61         80
                                       6.000          2,969.61
    IRVINE           CA   92602          1            01/15/03         00
    0081093825                           03           03/01/03          0
    0081093825                           O            02/01/33
    0


1


    8480851          736/736             F          214,400.00         ZZ
                                         360        214,191.61          1
                                       6.125          1,302.72         80
                                       5.875          1,302.72
    BONNEY LAKE      WA   98390          1            01/16/03         00
    0081101305                           03           03/01/03          0
    0081101305                           O            02/01/33
    0


    8480853          736/736             F          240,000.00         ZZ
                                         360        239,798.37          1
                                       6.875          1,576.63         80
                                       6.625          1,576.63
    RICHMOND HILL    NY   11419          5            01/22/03         00
    0081117657                           05           03/01/03          0
    0081117657                           O            02/01/33
    0


    8480855          736/736             F          726,000.00         ZZ
                                         360        725,311.14          1
                                       6.250          4,470.11         75
                                       6.000          4,470.11
    NEW ALBANY       OH   43054          2            01/09/03         00
    0081123390                           03           03/01/03          0
    0081123390                           O            02/01/33
    0


    8480863          736/736             F          400,000.00         ZZ
                                         360        399,601.79          1
                                       6.000          2,398.21         69
                                       5.750          2,398.21
    TRABUCO CANYON   CA   92679          5            01/15/03         00
    0081127649                           03           03/01/03          0
    0081127649                           O            02/01/33
    0


    8480865          736/736             F          354,800.00         ZZ
                                         360        354,516.27          1
                                       7.125          2,390.36         80
                                       6.875          2,390.36
    HALIFAX          MA   02338          1            01/17/03         00
    0081131963                           05           03/01/03          0
    0081131963                           O            02/01/33
    0


    8480867          736/736             F          811,200.00         ZZ
                                         360        810,392.44          1
                                       6.000          4,863.56         71
                                       5.750          4,863.56
1


    SANTA BARBARA    CA   93110          5            01/14/03         00
    0081137861                           05           03/01/03          0
    0081137861                           O            02/01/33
    0


    8480869          736/736             F          480,000.00         ZZ
                                         360        479,555.42          1
                                       6.375          2,994.58         80
                                       6.125          2,994.58
    MAPLEWOOD        NJ   07040          1            01/17/03         00
    0081139768                           05           03/01/03          0
    0081139768                           O            02/01/33
    0


    8480871          736/736             F          168,000.00         ZZ
                                         360        167,865.65          1
                                       7.125          1,131.85         80
                                       6.875          1,131.85
    SPRINGFIELD      VA   22153          2            01/14/03         00
    0081148199                           09           03/01/03          0
    0081148199                           O            02/01/33
    0


    8480879          736/736             F          719,900.00         ZZ
                                         360        719,200.30          1
                                       6.125          4,374.19         60
                                       5.875          4,374.19
    SAN DIEGO        CA   92130          5            01/22/03         00
    0081151862                           05           03/01/03          0
    0081151862                           O            02/01/33
    0


    8480881          736/736             F          400,000.00         ZZ
                                         360        399,629.52          1
                                       6.375          2,495.48         80
                                       6.125          2,495.48
    WASHINGTON       DC   20012          2            01/13/03         00
    0081164139                           05           03/01/03          0
    0081164139                           O            02/01/33
    0


    8480885          736/736             F          376,000.00         ZZ
                                         360        375,616.64          1
                                       5.875          2,224.19         80
                                       5.625          2,224.19
    ARROYO GRANDE    CA   93420          5            01/10/03         00
    0081165417                           05           03/01/03          0
    0081165417                           O            02/01/33
    0
1




    8480887          736/736             F          132,000.00         ZZ
                                         360        131,865.42          1
                                       5.875            780.83         80
                                       5.625            780.83
    POMONA           CA   91766          1            01/16/03         00
    0081165532                           01           03/01/03          0
    0081165532                           O            02/01/33
    0


    8480891          736/736             F          358,000.00         ZZ
                                         360        356,861.49          1
                                       6.125          2,175.25         69
                                       5.875          2,175.25
    REDMOND          WA   98052          2            01/15/03         00
    0081165649                           05           03/01/03          0
    0081165649                           O            02/01/33
    0


    8480893          736/736             F          340,000.00         ZZ
                                         360        339,700.02          1
                                       6.625          2,177.06         46
                                       6.375          2,177.06
    LEXINGTON        MA   02421          5            01/15/03         00
    0081167876                           05           03/01/03          0
    0081167876                           O            02/01/33
    0


    8480895          736/736             F          805,000.00         ZZ
                                         360        804,217.58          1
                                       6.125          4,891.27         78
                                       5.875          4,891.27
    SUDBURY          MA   01776          2            01/17/03         00
    0081174682                           05           03/01/03          0
    0081174682                           O            02/01/33
    0


    8480897          736/736             F          539,000.00         ZZ
                                         360        538,463.42          1
                                       6.000          3,231.58         58
                                       5.750          3,231.58
    GEYSERVILLE      CA   95441          2            01/09/03         00
    0081175929                           05           03/01/03          0
    0081175929                           O            02/01/33
    0


    8480901          736/736             F          576,000.00         ZZ
                                         360        575,479.28          1
1


                                       6.500          3,640.72         80
                                       6.250          3,640.72
    WENHAM           MA   01984          5            01/17/03         00
    0081178733                           05           03/01/03          0
    0081178733                           O            02/01/33
    0


    8480905          736/736             F          531,300.00         ZZ
                                         360        530,807.90          1
                                       6.375          3,314.63         55
                                       6.125          3,314.63
    CHANDLER         AZ   85248          2            01/22/03         00
    0081184624                           03           03/01/03          0
    0081184624                           O            02/01/33
    0


    8480907          736/736             F          282,400.00         ZZ
                                         360        282,144.70          1
                                       6.500          1,784.97         80
                                       6.250          1,784.97
    DRAPER           UT   84020          2            01/10/03         00
    0081180945                           05           03/01/03          0
    0081180945                           O            02/01/33
    0


    8480909          736/736             F          440,000.00         ZZ
                                         360        439,582.51          1
                                       6.250          2,709.16         80
                                       6.000          2,709.16
    ATLANTA          GA   30307          2            01/13/03         00
    0081185936                           05           03/01/03          0
    0081185936                           O            02/01/33
    0


    8480911          736/736             F          260,000.00         ZZ
                                         360        259,764.95          1
                                       6.500          1,643.38         80
                                       6.250          1,643.38
    BEAVERTON        OR   97007          2            01/16/03         00
    0081189003                           05           03/01/03          0
    0081189003                           O            02/01/33
    0


    8480915          736/736             F          322,700.00         ZZ
                                         360        322,378.75          1
                                       6.000          1,934.75         68
                                       5.750          1,934.75
    GLENDALE         CA   91201          2            01/13/03         00
    0081191801                           05           03/01/03          0
1


    0081191801                           O            02/01/33
    0


    8480919          736/736             F          390,000.00         ZZ
                                         360        389,620.94          1
                                       6.125          2,369.69         61
                                       5.875          2,369.69
    POULSBO          WA   98370          2            01/09/03         00
    0081193021                           05           03/01/03          0
    0081193021                           O            02/01/33
    0


    8480921          736/736             F          675,000.00         ZZ
                                         360        674,418.84          1
                                       6.750          4,378.04         75
                                       6.500          4,378.04
    SUMNER           WA   98390          5            01/22/03         00
    0081193385                           05           03/01/03          0
    0081193385                           O            02/01/33
    0


    8480923          736/736             F          122,400.00         ZZ
                                         360        122,283.86          1
                                       6.250            753.64         80
                                       6.000            753.64
    PAGOSA SPRINGS   CO   81147          2            01/10/03         00
    0081197345                           05           03/01/03          0
    0081197345                           O            02/01/33
    0


    8480925          736/736             F          800,000.00         ZZ
                                         360        799,240.93          1
                                       6.250          4,925.74         56
                                       6.000          4,925.74
    NATICK           MA   01760          5            01/17/03         00
    0081197394                           05           03/01/03          0
    0081197394                           O            02/01/33
    0


    8480929          736/736             F          598,000.00         ZZ
                                         360        596,176.88          1
                                       6.375          3,730.75         67
                                       6.125          3,730.75
    GLADWYNE         PA   19035          2            01/17/03         00
    0081198228                           03           03/01/03          0
    0081198228                           O            02/01/33
    0


1


    8480935          736/736             F          410,000.00         ZZ
                                         360        409,610.97          1
                                       6.250          2,524.45         51
                                       6.000          2,524.45
    SALINAS          CA   93908          5            01/17/03         00
    0081198400                           05           03/01/03          0
    0081198400                           O            02/01/33
    0


    8480937          736/736             F          508,500.00         ZZ
                                         360        507,969.09          1
                                       5.750          2,967.47         60
                                       5.500          2,967.47
    LAGUNA HILLS     CA   92653          2            01/17/03         00
    0081199176                           03           03/01/03          0
    0081199176                           O            02/01/33
    0


    8480939          736/736             F          348,000.00         ZZ
                                         360        347,661.76          1
                                       6.125          2,114.49         74
                                       5.875          2,114.49
    PITTSBURG        CA   94565          2            01/16/03         00
    0081200602                           05           03/01/03          0
    0081200602                           O            02/01/33
    0


    8480943          736/736             F          724,000.00         ZZ
                                         360        723,329.43          1
                                       6.375          4,516.82         80
                                       6.125          4,516.82
    SAN DIEGO        CA   92128          1            01/13/03         00
    0081203895                           05           03/01/03          0
    0081203895                           O            02/01/33
    0


    8480945          736/736             F          158,000.00         ZZ
                                         360        157,853.66          1
                                       6.375            985.72         58
                                       6.125            985.72
    AGOURA HILLS     CA   91301          2            01/16/03         00
    0081204265                           01           03/01/03          0
    0081204265                           O            02/01/33
    0


    8480947          736/736             F          240,000.00         ZZ
                                         360        239,766.73          1
                                       6.125          1,458.27         80
                                       5.875          1,458.27
1


    MORENO VALLEY    CA   92557          2            01/15/03         00
    0081205627                           05           03/01/03          0
    0081205627                           O            02/01/33
    0


    8480949          736/736             F          104,800.00         ZZ
                                         360        104,711.95          1
                                       6.875            688.47         80
                                       6.625            688.47
    PORTLAND         OR   97217          5            01/15/03         00
    0081205973                           05           03/01/03          0
    0081205973                           O            02/01/33
    0


    8480953          736/736             F          320,000.00         T
                                         360        319,696.37          1
                                       6.250          1,970.30         80
                                       6.000          1,970.30
    SOUTH KINGSTON   RI   02879          1            01/23/03         00
    0081212045                           05           03/01/03          0
    0081212045                           O            02/01/33
    0


    8480959          736/736             F          472,000.00         ZZ
                                         360        471,583.56          1
                                       6.625          3,022.27         80
                                       6.375          3,022.27
    REDONDO BEACH    CA   90277          1            01/21/03         00
    0081217895                           05           03/01/03          0
    0081217895                           O            02/01/33
    0


    8480985          736/736             F          402,400.00         ZZ
                                         360        402,008.89          1
                                       6.125          2,445.03         80
                                       5.875          2,445.03
    LOMITA           CA   90717          2            01/23/03         00
    0081234957                           05           03/01/03          0
    0081234957                           O            02/01/33
    0


    8480993          736/736             F          525,000.00         ZZ
                                         360        524,477.35          1
                                       6.000          3,147.65         47
                                       5.750          3,147.65
    DELRAY BEACH     FL   33483          1            01/22/03         00
    0081235640                           05           03/01/03          0
    0081235640                           O            02/01/33
    0
1




    8480997          736/736             F          308,000.00         ZZ
                                         360        307,721.56          1
                                       6.500          1,946.77         80
                                       6.250          1,946.77
    HAUPPAUGE        NY   11788          1            01/21/03         00
    0081236143                           05           03/01/03          0
    0081236143                           O            02/01/33
    0


    8481003          736/736             F          500,000.00         ZZ
                                         360        499,490.23          1
                                       5.875          2,957.69         58
                                       5.625          2,957.69
    SEAL BEACH       CA   90740          1            01/16/03         00
    0081240442                           05           03/01/03          0
    0081240442                           O            02/01/33
    0


    8481007          736/736             F          400,000.00         ZZ
                                         360        398,172.29          1
                                       6.500          2,528.27         67
                                       6.250          2,528.27
    NORTH ATTLEBORO  MA   02760          1            09/30/02         00
    0106294390                           05           11/01/02          0
    0106294390                           O            10/01/32
    0


    8481013          736/736             F          480,000.00         ZZ
                                         360        476,956.86          1
                                       5.750          2,801.15         79
                                       5.500          2,801.15
    NEWTOWN SQUARE   PA   19073          1            08/28/02         00
    0107018756                           05           10/01/02          0
    0107018756                           O            09/01/32
    0


    8481019          736/736             F          340,000.00         ZZ
                                         360        339,337.39          1
                                       6.125          2,065.88         80
                                       5.875          2,065.88
    LANDIS           NC   28088          2            12/11/02         00
    0107165078                           05           02/01/03          0
    0107165078                           O            01/01/33
    0


    8481027          736/736             F          216,000.00         ZZ
                                         360        215,818.53          1
1


                                       6.875          1,418.97         80
                                       6.625          1,418.97
    NEWTON           NJ   07860          1            01/17/03         00
    0107262834                           05           03/01/03          0
    0107262834                           O            02/01/33
    0


    8481031          736/736             F          325,000.00         ZZ
                                         360        324,351.30          1
                                       6.000          1,948.54         74
                                       5.750          1,948.54
    BROOKEVILLE      MD   20833          5            12/20/02         00
    0107300642                           03           02/01/03          0
    0107300642                           O            01/01/33
    0


    8481035          736/736             F          520,000.00         ZZ
                                         360        518,401.70          1
                                       5.875          3,076.00         80
                                       5.625          3,076.00
    BLUE BELL        PA   19422          2            11/14/02         00
    0107319246                           03           01/01/03          0
    0107319246                           O            12/01/32
    0


    8481039          736/736             F          600,000.00         ZZ
                                         360        599,373.56          1
                                       5.750          3,501.44         73
                                       5.500          3,501.44
    BROOKLYN         NY   11210          1            01/16/03         00
    0107322422                           05           03/01/03          0
    0107322422                           O            02/01/33
    0


    8481049          736/736             F          747,500.00         T
                                         360        739,711.18          1
                                       6.750          4,848.28         65
                                       6.500          4,848.28
    BETHANY BEACH    DE   19930          1            11/01/02         00
    0107329401                           05           12/01/02          0
    0107329401                           O            11/01/32
    0


    8481055          736/736             F          320,000.00         ZZ
                                         360        319,405.65          1
                                       6.375          1,996.39         76
                                       6.125          1,996.39
    BROOKLINE        MA   02445          5            12/02/02         00
    0107337511                           06           02/01/03          0
1


    0107337511                           O            01/01/33
    0


    8481059          736/736             F          440,800.00         ZZ
                                         360        439,113.85          1
                                       6.250          2,714.09         85
                                       6.000          2,714.09
    SAN MARCOS       CA   92078          1            10/23/02         04
    0107337545                           03           12/01/02         12
    0107337545                           O            11/01/32
    0


    8481063          736/736             F          502,000.00         ZZ
                                         360        500,033.34          1
                                       6.125          3,050.20         73
                                       5.875          3,050.20
    IJAMSVILLE       MD   21754          2            11/01/02         00
    0107370744                           03           12/01/02          0
    0107370744                           O            11/01/32
    0


    8481067          736/736             F          325,300.00         ZZ
                                         360        324,276.19          1
                                       5.750          1,898.37         64
                                       5.500          1,898.37
    GROTON           MA   01450          2            11/13/02         00
    0107407694                           05           01/01/03          0
    0107407694                           O            12/01/32
    0


    8481071          736/736             F          380,000.00         ZZ
                                         360        378,912.67          1
                                       6.250          2,339.73         89
                                       6.000          2,339.73
    CANTON           MI   48188          4            11/26/02         04
    0107469512                           05           01/01/03         25
    0107469512                           O            12/01/32
    0


    8481073          736/736             F          350,440.00         ZZ
                                         360        349,789.12          1
                                       6.375          2,186.29         80
                                       6.125          2,186.29
    MANASSAS         VA   20112          1            12/17/02         00
    0107474801                           03           02/01/03          0
    0107474801                           O            01/01/33
    0


1


    8481081          736/736             F          230,000.00         ZZ
                                         360        229,771.03          1
                                       6.000          1,378.97         80
                                       5.750          1,378.97
    GRANTS PASS      OR   97527          2            01/17/03         00
    0107489908                           05           03/01/03          0
    0107489908                           O            02/01/33
    0


    8481085          736/736             F          460,000.00         ZZ
                                         360        458,775.71          1
                                       6.625          2,945.43         80
                                       6.375          2,945.43
    SANTA MONICA     CA   90405          1            11/22/02         00
    0107490104                           05           01/01/03          0
    0107490104                           O            12/01/32
    0


    8481091          736/736             F           97,600.00         ZZ
                                         360         97,518.00          1
                                       6.875            641.17         80
                                       6.625            641.17
    TUCSON           AZ   85743          4            01/13/03         00
    0107492340                           27           03/01/03          0
    0107492340                           O            02/01/33
    0


    8481097          736/736             F           79,000.00         ZZ
                                         360         78,928.58          1
                                       6.500            499.34         45
                                       6.250            499.34
    DELMAR           NY   12054          2            01/09/03         00
    0107516866                           05           03/01/03          0
    0107516866                           O            02/01/33
    0


    8481103          736/736             F          750,000.00         ZZ
                                         360        747,801.95          1
                                       6.125          4,557.08         77
                                       5.875          4,557.08
    ATLANTA          GA   30327          1            11/18/02         00
    0107518193                           05           01/01/03          0
    0107518193                           O            12/01/32
    0


    8481111          736/736             F          290,000.00         ZZ
                                         360        289,737.83          1
                                       6.500          1,833.00         58
                                       6.250          1,833.00
1


    LOS ANGELES      CA   90066          5            01/14/03         00
    0107518839                           05           03/01/03          0
    0107518839                           O            02/01/33
    0


    8481125          736/736             F          115,000.00         ZZ
                                         360        114,893.48          1
                                       6.375            717.46         68
                                       6.125            717.46
    MONMOUTH BEACH   NJ   07750          1            01/17/03         00
    0107554255                           01           03/01/03          0
    0107554255                           O            02/01/33
    0


    8481131          736/736             F           50,000.00         ZZ
                                         360         49,952.56          1
                                       6.250            307.86         46
                                       6.000            307.86
    MANALAPAN        NJ   07726          1            01/09/03         00
    0107563041                           01           03/01/03          0
    0107563041                           O            02/01/33
    0


    8481139          736/736             F          413,520.00         ZZ
                                         360        412,674.73          1
                                       5.875          2,446.13         80
                                       5.625          2,446.13
    TRACY            CA   95304          1            12/01/02         00
    0107565434                           03           02/01/03          0
    0107565434                           O            01/01/33
    0


    8481149          736/736             F          310,000.00         ZZ
                                         360        308,837.14          1
                                       6.000          1,858.61         57
                                       5.750          1,858.61
    WEST CHESTER     PA   19380          2            12/19/02         00
    0107571911                           05           02/01/03          0
    0107571911                           O            01/01/33
    0


    8481155          736/736             F          147,000.00         ZZ
                                         360        146,873.44          1
                                       6.750            953.44         79
                                       6.500            953.44
    TARRYTOWN        NY   10591          1            01/24/03         00
    0107584815                           01           03/01/03          0
    0107584815                           O            02/01/33
    0
1




    8481167          736/736             F          367,500.00         ZZ
                                         360        367,134.15          1
                                       6.000          2,203.35         63
                                       5.750          2,203.35
    KATONAH          NY   10536          5            01/14/03         00
    0107585432                           05           03/01/03          0
    0107585432                           O            02/01/33
    0


    8481173          736/736             F          492,000.00         ZZ
                                         360        489,764.72          1
                                       6.750          3,191.10         80
                                       6.500          3,191.10
    HOLLAND          MI   49423          1            12/02/02         00
    0107588204                           05           01/01/03          0
    0107588204                           O            12/01/32
    0


    8481181          736/736             F          238,400.00         ZZ
                                         360        238,189.66          1
                                       6.625          1,526.51         80
                                       6.375          1,526.51
    ASHEVILLE        NC   28803          1            01/21/03         00
    0107598682                           05           03/01/03          0
    0107598682                           O            02/01/33
    0


    8481189          736/736             F          388,000.00         ZZ
                                         360        387,594.90          1
                                       5.750          2,264.27         50
                                       5.500          2,264.27
    PASADENA         MD   21122          2            01/08/03         00
    0107599284                           05           03/01/03          0
    0107599284                           O            02/01/33
    0


    8481195          736/736             F          890,000.00         ZZ
                                         360        889,175.68          1
                                       6.375          5,552.45         56
                                       6.125          5,552.45
    DARIEN           CT   06820          5            01/17/03         00
    0107601494                           05           03/01/03          0
    0107601494                           O            02/01/33
    0


    8481201          736/736             F          244,800.00         ZZ
                                         360        244,577.03          1
1


                                       6.500          1,547.31         79
                                       6.250          1,547.31
    PLAINFIELD       IL   60544          2            01/10/03         00
    0107615312                           05           03/01/03          0
    0107615312                           O            02/01/33
    0


    8481209          736/736             F          390,000.00         ZZ
                                         360        388,910.56          1
                                       6.375          2,433.10         80
                                       6.125          2,433.10
    PRINCETON JUNCT  NJ   08550          1            11/26/02         00
    0107617581                           05           01/01/03          0
    0107617581                           O            12/01/32
    0


    8481215          736/736             F          125,000.00         ZZ
                                         360        124,881.39          1
                                       6.250            769.65         14
                                       6.000            769.65
    SAN JOSE         CA   95135          5            01/09/03         00
    0107622490                           05           03/01/03          0
    0107622490                           O            02/01/33
    0


    8481225          736/736             F          415,400.00         ZZ
                                         360        415,005.85          1
                                       6.250          2,557.69         80
                                       6.000          2,557.69
    SOUTH EASTON     MA   02375          1            01/21/03         00
    0107623944                           05           03/01/03          0
    0107623944                           O            02/01/33
    0


    8481231          736/736             F          287,000.00         ZZ
                                         360        286,714.28          1
                                       6.000          1,720.72         69
                                       5.750          1,720.72
    TORRANCE         CA   90505          2            01/16/03         00
    0107626673                           05           03/01/03          0
    0107626673                           O            02/01/33
    0


    8481237          736/736             F          455,000.00         ZZ
                                         360        454,617.74          1
                                       6.875          2,989.03         70
                                       6.625          2,989.03
    JAMAICA PLAIN    MA   02130          5            01/21/03         00
    0107632408                           05           03/01/03          0
1


    0107632408                           O            02/01/33
    0


    8481243          736/736             F          274,000.00         ZZ
                                         360        273,720.64          1
                                       5.875          1,620.82         70
                                       5.625          1,620.82
    HAUPPAUGE        NY   11788          5            01/22/03         00
    0107633687                           05           03/01/03          0
    0107633687                           O            02/01/33
    0


    8481291          736/736             F          380,500.00         ZZ
                                         360        380,147.58          1
                                       6.375          2,373.83         39
                                       6.125          2,373.83
    DULUTH           GA   30097          5            01/14/03         00
    0107637365                           03           03/01/03          0
    0107637365                           O            02/01/33
    0


    8481297          736/736             F          430,000.00         ZZ
                                         360        429,571.93          1
                                       6.000          2,578.07         75
                                       5.750          2,578.07
    SOLANA BEACH     CA   92014          2            01/02/03         00
    0107647646                           01           03/01/03          0
    0107647646                           O            02/01/33
    0


    8481305          736/736             F          134,400.00         ZZ
                                         360        134,257.90          1
                                       6.750            871.72         80
                                       6.500            871.72
    BEAVERTON        OR   97006          1            01/16/03         00
    0107653743                           05           03/01/03          0
    0107653743                           O            02/01/33
    0


    8481313          736/736             F          390,000.00         ZZ
                                         360        389,655.90          1
                                       6.625          2,497.22         58
                                       6.375          2,497.22
    MELBOURNE        FL   32940          2            01/23/03         00
    0107655177                           03           03/01/03          0
    0107655177                           O            02/01/33
    0


1


    8481321          736/736             F          400,000.00         ZZ
                                         360        399,238.95          1
                                       6.250          2,462.87         77
                                       6.000          2,462.87
    WESTFORD         MA   01886          5            12/23/02         00
    0107751554                           05           02/01/03          0
    0107751554                           O            01/01/33
    0


    8481325          736/736             F          850,000.00         ZZ
                                         360        847,515.63          1
                                       6.375          5,302.90         63
                                       6.125          5,302.90
    SAN RAFAEL       CA   94901          2            01/15/03         00
    0107751588                           05           03/01/03          0
    0107751588                           O            02/01/33
    0


    8481337          736/736             F          134,540.00         ZZ
                                         360        134,406.06          1
                                       6.000            806.64         80
                                       5.750            806.64
    GREENSBORO       NC   27407          1            01/17/03         00
    0107753881                           03           03/01/03          0
    0107753881                           O            02/01/33
    0


    8481345          736/736             F          560,000.00         ZZ
                                         360        559,529.52          1
                                       6.875          3,678.81         80
                                       6.625          3,678.81
    SAN FRANCISCO    CA   94122          5            01/15/03         00
    0107755662                           05           03/01/03          0
    0107755662                           O            02/01/33
    0


    8481351          736/736             F          425,600.00         ZZ
                                         360        425,215.24          1
                                       6.500          2,690.09         80
                                       6.250          2,690.09
    SANTA CLARA      CA   95051          1            01/09/03         00
    0107759714                           05           03/01/03          0
    0107759714                           O            02/01/33
    0


    8481357          736/736             F          440,000.00         ZZ
                                         360        439,572.34          1
                                       6.125          2,673.49         80
                                       5.875          2,673.49
1


    SOQUEL           CA   95073          5            01/14/03         00
    0107761140                           05           03/01/03          0
    0107761140                           O            02/01/33
    0


    8481363          736/736             F          390,000.00         ZZ
                                         360        389,275.64          1
                                       6.375          2,433.10         87
                                       6.125          2,433.10
    CROFTON          MD   21114          2            12/24/02         10
    0107762718                           03           02/01/03         25
    0107762718                           O            01/01/33
    0


    8481369          736/736             F           80,600.00         ZZ
                                         360         80,527.13          1
                                       6.500            509.45         44
                                       6.250            509.45
    ORLANDO          FL   32803          5            01/14/03         00
    0107763229                           05           03/01/03          0
    0107763229                           O            02/01/33
    0


    8481371          736/736             F          420,000.00         ZZ
                                         360        419,601.48          1
                                       6.250          2,586.02         80
                                       6.000          2,586.02
    LEHI             UT   84043          4            01/17/03         00
    0107763468                           05           03/01/03          0
    0107763468                           O            02/01/33
    0


    8481377          736/736             F          316,000.00         ZZ
                                         360        315,727.93          1
                                       6.750          2,049.57         80
                                       6.500          2,049.57
    SAN LORENZO      CA   94580          1            01/14/03         00
    0107763880                           05           03/01/03          0
    0107763880                           O            02/01/33
    0


    8481383          736/736             F          360,000.00         ZZ
                                         360        359,697.55          2
                                       6.875          2,364.95         80
                                       6.625          2,364.95
    ASTORIA          NY   11106          1            01/24/03         00
    0107765745                           05           03/01/03          0
    0107765745                           O            02/01/33
    0
1




    8481391          736/736             F          171,000.00         ZZ
                                         360        170,837.74          1
                                       6.250          1,052.88         71
                                       6.000          1,052.88
    FREMONT          CA   94536          1            01/17/03         00
    0107768376                           01           03/01/03          0
    0107768376                           O            02/01/33
    0


    8481393          736/736             F          515,100.00         ZZ
                                         360        514,587.21          1
                                       6.000          3,088.29         63
                                       5.750          3,088.29
    JAMUL            CA   91935          5            01/21/03         00
    0107769358                           05           03/01/03          0
    0107769358                           O            02/01/33
    0


    8481399          736/736             F           70,000.00         ZZ
                                         360         69,935.17          1
                                       6.375            436.71         24
                                       6.125            436.71
    AUBURN           CA   95602          2            01/16/03         00
    0107777823                           03           03/01/03          0
    0107777823                           O            02/01/33
    0


    8481403          736/736             F          421,000.00         ZZ
                                         360        420,590.80          1
                                       6.125          2,558.05         56
                                       5.875          2,558.05
    ALEXANDRIA       VA   22314          2            01/03/03         00
    0107778557                           09           03/01/03          0
    0107778557                           O            02/01/33
    0


    8481407          736/736             F          338,000.00         ZZ
                                         360        334,481.13          1
                                       5.875          1,999.40         60
                                       5.625          1,999.40
    DAVIS            CA   95616          2            01/16/03         00
    0107781056                           05           03/01/03          0
    0107781056                           O            02/01/33
    0


    8481411          736/736             F          386,000.00         ZZ
                                         360        385,624.83          1
1


                                       6.125          2,345.38         78
                                       5.875          2,345.38
    SOUTH KINGSTOWN  RI   02879          2            01/06/03         00
    0107781825                           05           03/01/03          0
    0107781825                           O            02/01/33
    0


    8481415          736/736             F          677,500.00         ZZ
                                         360        676,809.26          1
                                       5.875          4,007.67         42
                                       5.625          4,007.67
    ATLANTA          GA   30327          2            01/10/03         00
    0107784886                           03           03/01/03          0
    0107784886                           O            02/01/33
    0


    8481421          736/736             F          921,000.00         ZZ
                                         360        919,126.11          1
                                       6.250          5,670.76         59
                                       6.000          5,670.76
    MANHATTAN BEACH  CA   90266          2            01/16/03         00
    0107785784                           05           03/01/03          0
    0107785784                           O            02/01/33
    0


    8481425          736/736             F          846,000.00         ZZ
                                         360        845,197.28          3
                                       6.250          5,208.97         75
                                       6.000          5,208.97
    SAN FRANCISCO    CA   94131          2            01/17/03         00
    0107786709                           05           03/01/03          0
    0107786709                           O            02/01/33
    0


    8481429          736/736             F          368,000.00         ZZ
                                         360        367,650.83          1
                                       6.250          2,265.84         80
                                       6.000          2,265.84
    EVERETT          WA   98203          1            01/10/03         00
    0107787491                           03           03/01/03          0
    0107787491                           O            02/01/33
    0


    8481435          736/736             F          370,000.00         ZZ
                                         360        369,648.92          1
                                       6.250          2,278.16         69
                                       6.000          2,278.16
    SAN JOSE         CA   95148          5            01/17/03         00
    0107787046                           05           03/01/03          0
1


    0107787046                           O            02/01/33
    0


    8481439          736/736             F          400,000.00         ZZ
                                         360        399,592.17          1
                                       5.875          2,366.16         75
                                       5.625          2,366.16
    SAN JOSE         CA   95128          5            01/10/03         00
    0107808339                           05           03/01/03          0
    0107808339                           O            02/01/33
    0


    8481445          736/736             F          480,000.00         ZZ
                                         360        479,522.15          1
                                       6.000          2,877.85         80
                                       5.750          2,877.85
    GRANITE BAY      CA   95746          5            01/17/03         00
    0107809204                           03           03/01/03          0
    0107809204                           O            02/01/33
    0


    8481449          736/736             F          560,000.00         ZZ
                                         360        558,979.43          1
                                       6.375          3,493.68         80
                                       6.125          3,493.68
    SANTA ROSA       CA   95409          2            01/21/03         00
    0107813248                           05           03/01/03          0
    0107813248                           O            02/01/33
    0


    8481453          736/736             F          249,000.00         ZZ
                                         360        248,746.13          1
                                       5.875          1,472.93         72
                                       5.625          1,472.93
    SAN JOSE         CA   95127          1            01/16/03         00
    0107813420                           05           03/01/03          0
    0107813420                           O            02/01/33
    0


    8481457          736/736             F          161,000.00         ZZ
                                         360        160,835.85          1
                                       5.875            952.38         60
                                       5.625            952.38
    TAOS             NM   87571          2            01/16/03         00
    0107817900                           05           03/01/03          0
    0107817900                           O            02/01/33
    0


1


    8481461          736/736             F           88,000.00         ZZ
                                         360         87,914.47          1
                                       6.125            534.70         70
                                       5.875            534.70
    POMONA           CA   91768          5            01/17/03         00
    0107820979                           03           03/01/03          0
    0107820979                           O            02/01/33
    0


    8481465          736/736             F          310,000.00         ZZ
                                         360        309,739.56          2
                                       6.875          2,036.48         73
                                       6.625          2,036.48
    STATEN ISLAND    NY   10314          1            01/17/03         00
    0107822256                           05           03/01/03          0
    0107822256                           O            02/01/33
    0


    8481471          736/736             F          444,500.00         ZZ
                                         360        444,078.23          1
                                       6.250          2,736.87         70
                                       6.000          2,736.87
    EVERGREEN        CO   80439          5            01/23/03         00
    0107824856                           05           03/01/03          0
    0107824856                           O            02/01/33
    0


    8481477          736/736             F          996,000.00         ZZ
                                         360        995,008.47          1
                                       6.000          5,971.53         63
                                       5.750          5,971.53
    LAKE OSWEGO      OR   97034          2            01/22/03         00
    0107825051                           05           03/01/03          0
    0107825051                           O            02/01/33
    0


    8481481          736/736             F          144,600.00         ZZ
                                         360        144,481.47          1
                                       7.000            962.03         71
                                       6.750            962.03
    PEORIA           AZ   85381          1            01/21/03         00
    0107826067                           03           03/01/03          0
    0107826067                           O            02/01/33
    0


    8481485          736/736             F          367,500.00         ZZ
                                         360        366,817.43          1
                                       6.375          2,292.72         67
                                       6.125          2,292.72
1


    KENSINGTON       CA   94708          2            12/20/02         00
    0107828360                           05           02/01/03          0
    0107828360                           O            01/01/33
    0


    8481491          736/736             F          620,000.00         ZZ
                                         360        619,439.50          1
                                       6.500          3,918.83         80
                                       6.250          3,918.83
    SAN JOSE         CA   95123          2            01/23/03         00
    0107828758                           05           03/01/03          0
    0107828758                           O            02/01/33
    0


    8481497          736/736             F          209,000.00         ZZ
                                         360        208,796.86          1
                                       6.125          1,269.91         65
                                       5.875          1,269.91
    ROSEVILLE        CA   95661          5            01/17/03         00
    0107828774                           05           03/01/03          0
    0107828774                           O            02/01/33
    0


    8481509          736/736             F          151,600.00         ZZ
                                         360        151,162.95          1
                                       6.500            958.22         80
                                       6.250            958.22
    COLORADO SPRING  CO   80919          1            01/17/03         00
    0107849465                           05           03/01/03          0
    0107849465                           O            02/01/33
    0


    8481515          736/736             F          420,000.00         ZZ
                                         360        419,610.99          1
                                       6.375          2,620.26         78
                                       6.125          2,620.26
    DEERFIELD        NY   13502          1            01/24/03         00
    0107852253                           05           03/01/03          0
    0107852253                           O            02/01/33
    0


    8481521          736/736             F          236,000.00         ZZ
                                         360        235,791.78          1
                                       6.625          1,511.14         80
                                       6.375          1,511.14
    STANWOOD         WA   98292          2            01/21/03         00
    0107865008                           05           03/01/03          0
    0107865008                           O            02/01/33
    0
1




    8481529          736/736             F          600,000.00         ZZ
                                         360        599,416.83          1
                                       6.125          3,645.67         80
                                       5.875          3,645.67
    SAN CLEMENTE     CA   92672          1            01/23/03         00
    0107887739                           05           03/01/03          0
    0107887739                           O            02/01/33
    0


    8496143          134/134             F          405,000.00         ZZ
                                         360        404,191.62          1
                                       6.000          2,428.18         71
                                       5.750          2,428.18
    TUCSON           AZ   85718          2            12/12/02         00
    0012934212                           05           02/01/03          0
    0012934212                           O            01/01/33
    0


    8496145          134/134             F          520,000.00         ZZ
                                         360        519,010.63          1
                                       6.250          3,201.73         65
                                       6.000          3,201.73
    LAFAYETTE        LA   70508          2            12/30/02         00
    0012934832                           03           02/01/03          0
    0012934832                           O            01/01/33
    0


    8496147          134/134             F          325,000.00         ZZ
                                         360        324,001.06          1
                                       5.875          1,922.50         77
                                       5.625          1,922.50
    SCOTTSDALE       AZ   85254          1            12/02/02         00
    0012939963                           05           01/01/03          0
    0012939963                           O            12/01/32
    0


    8496149          134/134             F          472,500.00         ZZ
                                         360        471,622.41          1
                                       6.375          2,947.79         70
                                       6.125          2,947.79
    INDIANAPOLIS     IN   46220          5            12/12/02         00
    0012953352                           05           02/01/03          0
    0012953352                           O            01/01/33
    0


    8496151          134/134             F          425,000.00         ZZ
                                         360        424,266.10          1
1


                                       6.750          2,756.55         62
                                       6.500          2,756.55
    INDIANAPOLIS     IN   46220          2            12/09/02         00
    0012955423                           05           02/01/03          0
    0012955423                           O            01/01/33
    0


    8496153          134/134             F          364,000.00         ZZ
                                         360        363,654.61          1
                                       6.250          2,241.22         78
                                       6.000          2,241.22
    SHAKER HEIGHTS   OH   44120          2            01/15/03         00
    0012960357                           05           03/01/03          0
    0012960357                           O            02/01/33
    0


    8496155          134/134             F          511,500.00         ZZ
                                         360        510,503.16          1
                                       6.125          3,107.93         84
                                       5.875          3,107.93
    THE WOODLANDS    TX   77381          2            12/16/02         14
    0012960712                           03           02/01/03         12
    0012960712                           O            01/01/33
    0


    8496157          134/134             F          636,000.00         ZZ
                                         360        634,901.74          1
                                       6.750          4,125.09         67
                                       6.500          4,125.09
    SPRING LAKE      MI   49456          5            12/09/02         00
    0012961538                           05           02/01/03          0
    0012961538                           O            01/01/33
    0


    8496159          134/134             F          345,600.00         ZZ
                                         360        344,825.86          1
                                       6.125          2,099.91         73
                                       5.875          2,099.91
    ARLINGTON HEIGH  IL   60004          2            12/12/02         00
    0012965331                           05           02/01/03          0
    0012965331                           O            01/01/33
    0


    8496161          134/134             F          623,000.00         ZZ
                                         360        621,869.65          1
                                       6.500          3,937.79         70
                                       6.250          3,937.79
    CHICAGO          IL   60646          5            12/13/02         00
    0012966198                           05           02/01/03          0
1


    0012966198                           O            01/01/33
    0


    8496163          134/134             F          498,750.00         ZZ
                                         360        497,623.84          1
                                       6.375          3,111.56         72
                                       6.125          3,111.56
    ST JOSEPH        MI   49085          5            12/05/02         00
    0012975488                           05           02/01/03          0
    0012975488                           O            01/01/33
    0


    8496165          134/134             F          695,000.00         ZZ
                                         360        693,857.29          1
                                       7.000          4,623.86         27
                                       6.750          4,623.86
    CHICAGO          IL   60611          2            12/20/02         00
    0012976056                           09           02/01/03          0
    0012976056                           O            01/01/33
    0


    8496167          134/134             F          450,000.00         ZZ
                                         360        447,753.03          1
                                       6.375          2,807.42         67
                                       6.125          2,807.42
    ST CHARLES       IL   60175          5            12/06/02         00
    0012992582                           05           02/01/03          0
    0012992582                           O            01/01/33
    0


    8496169          134/134             F          575,000.00         ZZ
                                         360        573,905.98          1
                                       6.250          3,540.38         69
                                       6.000          3,540.38
    NEW ORLEANS      LA   70115          5            12/23/02         00
    0013005194                           05           02/01/03          0
    0013005194                           O            01/01/33
    0


    8496171          134/134             F          400,001.00         ZZ
                                         360        399,630.52          1
                                       6.375          2,495.49         31
                                       6.125          2,495.49
    OAKLAND TWP      MI   48306          2            01/08/03         00
    0013009071                           05           03/01/03          0
    0013009071                           O            02/01/33
    0


1


    8496175          134/134             F          500,000.00         ZZ
                                         360        499,525.58          1
                                       6.250          3,078.59         58
                                       6.000          3,078.59
    BARRINGTON       IL   60010          5            01/02/03         00
    0013018882                           05           03/01/03          0
    0013018882                           O            02/01/33
    0


    8496177          134/134             F          441,300.00         ZZ
                                         360        440,519.13          1
                                       6.625          2,825.70         75
                                       6.375          2,825.70
    LOUISVILLE       KY   40222          2            12/23/02         00
    0013019286                           05           02/01/03          0
    0013019286                           O            01/01/33
    0


    8496211          134/134             F          328,000.00         ZZ
                                         360        327,419.63          1
                                       6.625          2,100.22         80
                                       6.375          2,100.22
    OSTRANDER        OH   43061          2            12/09/02         00
    0013022868                           05           02/01/03          0
    0013022868                           O            01/01/33
    0


    8496213          134/134             F          393,000.00         ZZ
                                         360        392,234.11          1
                                       6.125          2,387.91         80
                                       5.875          2,387.91
    PHOENIX          AZ   85044          1            12/09/02         00
    0013024427                           05           02/01/03          0
    0013024427                           O            01/01/33
    0


    8496215          134/134             F          496,000.00         ZZ
                                         360        494,580.75          1
                                       6.250          3,053.96         69
                                       6.000          3,053.96
    GRANGER          IN   46530          5            11/26/02         00
    0013024740                           05           01/01/03          0
    0013024740                           O            12/01/32
    0


    8496219          134/134             F          329,912.00         ZZ
                                         343        328,909.78          1
                                       6.500          2,119.29         83
                                       6.250          2,119.29
1


    JAMESTOWN        CO   80455          1            11/20/02         10
    0011228517                           05           01/01/03         12
    0011228517                           O            07/01/31
    0


    8496221          134/134             F          645,113.00         ZZ
                                         347        641,445.25          1
                                       6.125          3,971.53         76
                                       5.875          3,971.53
    LAFAYETTE        LA   70508          2            12/01/02         00
    0011759032                           05           01/01/03          0
    0011759032                           O            11/01/31
    0


    8496223          134/134             F          496,000.00         ZZ
                                         348        495,006.93          1
                                       6.375          3,130.22         75
                                       6.125          3,130.22
    WICKENBURG       AZ   85390          1            12/18/02         00
    0011878246                           05           02/01/03          0
    0011878246                           O            01/01/32
    0


    8496225          134/134             F          348,215.00         ZZ
                                         360        347,583.70          1
                                       6.500          2,200.96         90
                                       6.250          2,200.96
    PLAINFIELD       IL   60544          1            12/17/02         10
    0012500377                           05           02/01/03         25
    0012500377                           O            01/01/33
    0


    8496227          134/134             F          463,400.00         ZZ
                                         360        461,178.49          1
                                       6.250          2,853.24         58
                                       6.000          2,853.24
    COLORADO SPRING  CO   80919          2            09/20/02         00
    0012745451                           05           11/01/02          0
    0012745451                           O            10/01/32
    0


    8496229          134/134             F          367,500.00         ZZ
                                         360        366,448.42          1
                                       6.250          2,262.77         74
                                       6.000          2,262.77
    COLORADO SPRING  CO   80908          5            11/27/02         00
    0012751319                           05           01/01/03          0
    0012751319                           O            12/01/32
    0
1




    8496231          134/134             F          456,000.00         ZZ
                                         360        454,726.21          1
                                       6.375          2,844.85         80
                                       6.125          2,844.85
    COLORADO SPRING  CO   80906          2            11/25/02         00
    0012751335                           05           01/01/03          0
    0012751335                           O            12/01/32
    0


    8496233          134/134             F          379,000.00         ZZ
                                         360        377,309.52          1
                                       6.625          2,426.78         73
                                       6.375          2,426.78
    GRAND BLANC      MI   48439          2            09/13/02         00
    0012752770                           05           11/01/02          0
    0012752770                           O            10/01/32
    0


    8496239          134/134             F          482,300.00         ZZ
                                         360        479,864.28          1
                                       6.500          3,048.47         76
                                       6.250          3,048.47
    ELMHURST         IL   60126          2            09/09/02         00
    0012760674                           05           11/01/02          0
    0012760674                           O            10/01/32
    0


    8496241          134/134             F          420,000.00         ZZ
                                         240        418,158.72          1
                                       6.250          3,069.90         80
                                       6.000          3,069.90
    LANDENBERG       PA   19350          5            12/21/02         00
    0012814943                           05           02/01/03          0
    0012814943                           O            01/01/23
    0


    8496243          134/134             F          656,000.00         ZZ
                                         360        653,721.63          1
                                       6.750          4,254.81         64
                                       6.500          4,254.81
    BARRINGTON HILL  IL   60010          2            10/30/02         00
    0012837555                           05           12/01/02          0
    0012837555                           O            11/01/32
    0


    8496247          134/134             F          534,000.00         ZZ
                                         360        533,008.19          1
1


                                       6.375          3,331.47         67
                                       6.125          3,331.47
    FT COLLINS       CO   80526          2            12/05/02         00
    0012867636                           05           02/01/03          0
    0012867636                           O            01/01/33
    0


    8496249          134/134             F          450,000.00         ZZ
                                         360        448,504.25          1
                                       6.125          2,734.25         71
                                       5.875          2,734.25
    WILMETTE         IL   60091          1            12/02/02         00
    0012879136                           05           01/01/03          0
    0012879136                           O            12/01/32
    0


    8496251          134/134             F          415,000.00         ZZ
                                         240        413,251.66          1
                                       6.250          3,033.36         62
                                       6.000          3,033.36
    BERWYN           PA   19312          2            12/23/02         00
    0012880142                           05           02/01/03          0
    0012880142                           O            01/01/23
    0


    8496253          134/134             F          500,000.00         ZZ
                                         360        499,514.02          1
                                       6.125          3,038.06         80
                                       5.875          3,038.06
    MERCER ISLAND    WA   98040          1            01/15/03         00
    0013026281                           05           03/01/03          0
    0013026281                           O            02/01/33
    0


    8496255          134/134             F          536,250.00         ZZ
                                         360        535,277.81          1
                                       6.500          3,389.47         75
                                       6.250          3,389.47
    SPRING LAKE      MI   49456          5            12/16/02         00
    0013030168                           05           02/01/03          0
    0013030168                           O            01/01/33
    0


    8496257          134/134             F          450,000.00         ZZ
                                         360        449,203.75          1
                                       6.625          2,881.40         55
                                       6.375          2,881.40
    ADA              MI   49301          1            12/30/02         00
    0013083662                           05           02/01/03          0
1


    0013083662                           O            01/01/33
    0


    8496259          134/134             F          630,000.00         ZZ
                                         360        628,772.23          1
                                       6.125          3,827.95         53
                                       5.875          3,827.95
    PARADISE VALLEY  AZ   85253          2            12/24/02         00
    0013030671                           05           02/01/03          0
    0013030671                           O            01/01/33
    0


    8496263          134/134             F          484,000.00         ZZ
                                         360        483,562.46          1
                                       6.500          3,059.21         38
                                       6.250          3,059.21
    EVANSTON         IL   60201          2            01/15/03         00
    0013032065                           05           03/01/03          0
    0013032065                           O            02/01/33
    0


    8496265          134/134             F          822,000.00         T
                                         360        820,580.56          1
                                       6.750          5,331.48         65
                                       6.500          5,331.48
    GRANBY           CO   80446          2            12/30/02         00
    0013034517                           05           02/01/03          0
    0013034517                           O            01/01/33
    0


    8496267          134/134             F          999,999.00         ZZ
                                         360        999,072.79          1
                                       6.375          6,238.70         61
                                       6.125          6,238.70
    LAFAYETTE        CO   80026          2            01/10/03         00
    0013034525                           05           03/01/03          0
    0013034525                           O            02/01/33
    0


    8496269          134/134             F          340,000.00         ZZ
                                         360        339,692.63          1
                                       6.500          2,149.04         80
                                       6.250          2,149.04
    BEAVERCREEK      OH   45440          2            01/15/03         00
    0013037874                           05           03/01/03          0
    0013037874                           O            02/01/33
    0


1


    8496271          134/134             F          570,000.00         ZZ
                                         360        569,459.16          1
                                       6.250          3,509.59         75
                                       6.000          3,509.59
    NEW ORLEANS      LA   70115          5            01/16/03         00
    0013038153                           05           03/01/03          0
    0013038153                           O            02/01/33
    0


    8496277          134/134             F          822,500.00         ZZ
                                         360        821,756.45          1
                                       6.500          5,198.76         70
                                       6.250          5,198.76
    STEAMBOAT SPRIN  CO   80487          1            01/09/03         00
    0013049283                           09           03/01/03          0
    0013049283                           O            02/01/33
    0


    8496279          134/134             F          348,000.00         ZZ
                                         360        347,321.79          1
                                       6.125          2,114.49         54
                                       5.875          2,114.49
    ATHENS           TX   75751          2            12/04/02         00
    0013049473                           05           02/01/03          0
    0013049473                           O            01/01/33
    0


    8496283          134/134             F          850,200.00         ZZ
                                         360        849,449.88          1
                                       6.625          5,443.93         50
                                       6.375          5,443.93
    HINSDALE         IL   60521          2            01/15/03         00
    0013050927                           05           03/01/03          0
    0013050927                           O            02/01/33
    0


    8496285          134/134             F          480,000.00         ZZ
                                         360        479,064.54          1
                                       6.125          2,916.54         80
                                       5.875          2,916.54
    PEORIA           AZ   85381          1            12/05/02         00
    0013055413                           05           02/01/03          0
    0013055413                           O            01/01/33
    0


    8496287          134/134             F          368,000.00         ZZ
                                         360        366,946.64          1
                                       6.625          2,356.35         46
                                       6.375          2,356.35
1


    NORTHBROOK       IL   60062          2            12/24/02         00
    0013057179                           05           02/01/03          0
    0013057179                           O            01/01/33
    0


    8496291          134/134             F          535,500.00         ZZ
                                         360        534,325.02          1
                                       5.500          3,040.52         70
                                       5.250          3,040.52
    GRANT            MN   55038          1            12/30/02         00
    0013072608                           05           02/01/03          0
    0013072608                           O            01/01/33
    0


    8496301          134/134             F          379,800.00         ZZ
                                         360        379,111.44          1
                                       6.500          2,400.60         84
                                       6.250          2,400.60
    POWELL           OH   43065          1            12/16/02         11
    0013076146                           05           02/01/03         12
    0013076146                           O            01/01/33
    0


    8496307          134/134             F          411,000.00         ZZ
                                         360        410,254.89          1
                                       6.500          2,597.80         75
                                       6.250          2,597.80
    SUMERCO          WV   25567          2            12/26/02         00
    0013088208                           05           02/01/03          0
    0013088208                           O            01/01/33
    0


    8496309          134/134             F          326,000.00         ZZ
                                         360        325,364.66          1
                                       6.125          1,980.82         78
                                       5.875          1,980.82
    GILBERT          AZ   85296          2            12/18/02         00
    0013095260                           05           02/01/03          0
    0013095260                           O            01/01/33
    0


    8496311          134/134             F          780,000.00         ZZ
                                         360        777,016.75          1
                                       6.375          4,866.19         65
                                       6.125          4,866.19
    WATERFORD        MI   48329          2            12/20/02         00
    0013106547                           05           02/01/03          0
    0013106547                           O            01/01/33
    0
1




    8502719          X76/X76             F          750,000.00         ZZ
                                         360        748,640.31          1
                                       6.500          4,740.51         75
                                       6.250          4,740.51
    SANTA BARBARA    CA   93105          5            12/18/02         00
    4440110122                           05           02/01/03          0
    4440110122                           O            01/01/33
    0


    8502721          X76/X76             F          820,000.00         ZZ
                                         360        818,513.40          1
                                       6.500          5,182.96         69
                                       6.250          5,182.96
    VENTURA          CA   93003          5            12/26/02         00
    4440110171                           05           02/01/03          0
    4440110171                           O            01/01/33
    0


    8502727          X76/X76             F          346,500.00         ZZ
                                         360        346,171.23          1
                                       6.250          2,133.46         61
                                       6.000          2,133.46
    VENTURA          CA   93001          5            01/03/03         00
    4440110973                           05           03/01/03          0
    4440110973                           O            02/01/33
    0


    8502729          X76/X76             F          900,000.00         ZZ
                                         360        898,646.05          1
                                       6.250          5,541.45         62
                                       6.000          5,541.45
    SALINAS          CA   93908          2            01/07/03         00
    4440111195                           05           03/01/03          0
    4440111195                           O            02/01/33
    0


    8502731          X76/X76             F          460,000.00         ZZ
                                         360        459,563.53          1
                                       6.250          2,832.30         80
                                       6.000          2,832.30
    VENTURA          CA   93003          1            01/13/03         00
    4440111302                           05           03/01/03          0
    4440111302                           O            02/01/33
    0
1

   TOTAL NUMBER OF LOANS   :        970

   TOTAL ORIGINAL BALANCE  :   423,620,496.15

   TOTAL PRINCIPAL BALANCE :   422,346,617.06

   TOTAL ORIGINAL P+I      :     2,622,899.53

   TOTAL CURRENT P+I       :     2,622,885.86


                             ***************************
                             *      END OF REPORT      *
                             ***************************



<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 such release will not invalidate any insurance  coverage
provided in respect of the Mortgage  Loan  pursuant to 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 Date
--------------------
Title




<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/she is a Director of _________________  (record or beneficial owner
     of __%  Percentage  Interest  in  the  Mortgage  Asset-Backed  Pass-Through
     Certificates,  Series 2003- RM1,  Class R-I and Class R-II  (together,  the
     "Class R  Certificates"),  (the "Owner"),  a corporation duly organized and
     existing under the laws of the State of Delaware, on behalf of which he/she
     makes this affidavit and agreement.

2.   That the  Owner  (i) is not and  will  not be,  as of  March  28,  2003,  a
     "disqualified organization" within the meaning of Section 860E(e)(5) of the
     Internal  Revenue  Code of 1986,  as amended  (the  "Code") or an "electing
     large partnership" within the meaning of Section 775 of the Code, (ii) will
     endeavor to remain other than a disqualified  organization  and an electing
     large  partnership  for so long as it retains its  ownership in the Class R
     Certificates,  and (iii) is acquiring the Class R Certificates  for its own
     account or for the account of another  Owner from which it has  received an
     affidavit and agreement in  substantially  the same form as this  affidavit
     and agreement.  (For this purpose, a "disqualified  organization" means the
     United States, any state or political  subdivision  thereof,  any agency or
     instrumentality of any of the foregoing (other than an instrumentality  all
     of the  activities of which are subject to tax and,  except for the Federal
     Home Loan Mortgage  Corporation,  a majority of whose board of directors is
     not selected by any such  governmental  entity) or any foreign  government,
     international organization or any agency or instrumentality of such foreign
     government or organization, any rural electric or telephone cooperative, or
     any  organization  (other  than  certain  farmers'  cooperatives)  that  is
     generally  exempt  from  federal  income tax unless  such  organization  is
     subject to the tax on unrelated business taxable income).

3.   That the Owner is aware (i) of the tax that would be  imposed on  transfers
     of Class R Certificates to disqualified  organizations under the Code, that
     applies to all transfers of Class R Certificates after March 31, 1988; (ii)
     that such tax would be on the  transferor,  or, if such transfer is through
     an agent  (which  person  includes a broker,  nominee or  middleman)  for a
     disqualified  organization,  on the agent;  (iii) that the person otherwise
     liable  for the tax  shall  be  relieved  of  liability  for the tax if the
     transferee furnishes to such person an affidavit that the transferee is not
     a disqualified  organization and, at the time of transfer, such person does
     not have actual  knowledge  that the affidavit is false;  and (iv) that the
     Class R Certificates  may be "noneconomic  residual  interests"  within the
     meaning of Treasury  regulations  promulgated pursuant to the Code and that
     the  transferor of a noneconomic  residual  interest will remain liable for
     any taxes due with respect to the income on such residual interest,



<PAGE>



     unless no significant  purpose of the transfer was to impede the assessment
     or collection of tax.

4.      That the Owner is aware of the tax  imposed on a  "pass-through  entity"
        holding Class R  Certificates  if at any time during the taxable year of
        the pass-through entity a disqualified organization is the record holder
        of an  interest  in such  entity.  (For this  purpose,  a "pass  through
        entity"  includes  a  regulated   investment   company,  a  real  estate
        investment  trust or common trust fund, a partnership,  trust or estate,
        and certain cooperatives.)

5.      That the Owner is aware that the Trustee  will not register the transfer
        of any Class R Certificates  unless the transferee,  or the transferee's
        agent, delivers to it an affidavit and agreement, among other things, in
        substantially  the same form as this affidavit and agreement.  The Owner
        expressly  agrees that it will not  consummate  any such  transfer if it
        knows or  believes  that any of the  representations  contained  in such
        affidavit and agreement are false.

6.      That the Owner has  reviewed the  restrictions  set forth on the face of
        the Class R Certificates  and the  provisions of Section  5.02(g) 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(g)  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(g)).  The Owner expressly  agrees to be bound by and to comply with
        such restrictions and provisions.

7.      That the Owner consents to any additional  restrictions  or arrangements
        that shall be deemed  necessary  upon advice of counsel to  constitute a
        reasonable  arrangement  to ensure that the Residual  Certificates  will
        only  be  owned,  directly  or  indirectly,  by an  Owner  that is not a
        disqualified organization.

8.      The Owner's Taxpayer Identification Number is ______________.

9.      This  affidavit and agreement  relates only to the Class R  Certificates
        held  by  the  Owner  and  not to  any  other  holder  of  the  Class  R
        Certificates.  The  Owner  understands  that the  liabilities  described
        herein relate only to the Class R Certificates.

10.     That no  purpose of the Owner  relating  to the  transfer  of any of the
        Class R Certificates by the Owner is or will be to impede the assessment
        or collection of any tax.

11.     That the Owner has no present  knowledge or expectation  that it will be
        unable to pay any United  States  taxes owed by it so long as any of the
        Certificates  remain  outstanding.  In this  regard,  the  Owner  hereby
        represents  to and for the  benefit of the person  from whom it acquired
        the Class R Certificates  that the Owner intends to pay taxes associated
        with  holding  such  Class R  Certificates  as they  become  due,  fully
        understanding  that it may incur tax  liabilities  in excess of any cash
        flows generated by the Class R Certificates.



<PAGE>




12.     That the Owner has no  present  knowledge  or  expectation  that it will
        become  insolvent or subject to a bankruptcy  proceeding  for so long as
        any of the Class R Certificates remain outstanding.

13.  The Owner is a citizen or resident  of the United  States,  a  corporation,
     partnership  (including an entity  treated as a corporation  or partnership
     for federal  income tax purposes) or other entity  created or organized in,
     or under  the laws of,  the  United  States  or any  political  subdivision
     thereof  (except,  in the case of a partnership,  to the extent provided in
     regulations), provided that with respect to any partnership or other entity
     treated as a partnership for United States federal income tax purposes, all
     persons that own an interest in such partnership either directly or through
     any entity that is not a corporation  for United States  federal income tax
     purposes are required by the  applicable  operative  agreement to be United
     States  Persons,  an estate or trust whose income from sources  without the
     United  States is  includable  in gross  income for United  States  federal
     income tax  purposes  regardless  of its  connection  with the conduct of a
     trade or  business  within  the  United  States,  or a trust  other  than a
     "foreign trust" as defined in Section 7701(a)(31) of the Code;

14.  The Purchaser hereby  certifies,  represents and warrants to, and covenants
     with the Depositor,  the Trustee and the Master Servicer that the following
     statements in (a) or (b) are  accurate:  (a) The  Certificates  (i) are not
     being  acquired by, and will not be  transferred  to, any employee  benefit
     plan within the meaning of section 3(3) of the Employee  Retirement  Income
     Security Act of 1974, as amended ("ERISA") or other retirement arrangement,
     including  individual  retirement  accounts and annuities,  Keogh plans and
     bank collective  investment funds and insurance company general or separate
     accounts in which such plans,  accounts or arrangements are invested,  that
     is subject to Section 406 of ERISA or Section 4975 of the Internal  Revenue
     Code of 1986 (the "Code") (any of the  foregoing,  a "Plan"),  (ii) are not
     being  acquired  with  "plan  assets" of a Plan  within the  meaning of the
     Department  of Labor  ("DOL")  regulation,  29  C.F.R.  ss.  2510.3-101  or
     otherwise under ERISA, and (iii) will not be transferred to any entity that
     is deemed to be  investing  in plan  assets  within the  meaning of the DOL
     regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA; or

        (b) The Owner will provide the  Trustee,  the  Depositor  and the Master
        Servicer  with an  opinion  of  counsel  acceptable  to and in form  and
        substance  satisfactory  to the Trustee,  the  Depositor  and the Master
        Servicer to the effect that the purchase of  Certificates is permissible
        under  applicable  law, will not  constitute or result in any non-exempt
        prohibited  transaction under ERISA or Section 4975 of the Code and will
        not subject the Trustee,  the  Depositor  or the Master  Servicer to any
        obligation or liability  (including  obligations  or  liabilities  under
        ERISA or Section  4975 of the Code) in addition to those  undertaken  in
        the Pooling and Servicing Agreement.

        In addition, the Owner hereby certifies, represents and warrants to, and
covenants  with,  the  Depositor,  the Trustee and the Master  Servicer that the
Owner will not transfer  such  Certificates  to any Plan or person unless either
such Plan or person meets the requirements set forth in either (a)



<PAGE>



or (b) above.

        Capitalized  terms used but not defined  herein  shall have the meanings
assigned in the Pooling and Servicing Agreement.

        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 a [Title
of  Officer]  and its  corporate  seal to be  hereunto  attached,  attested by a
[Assistant] Secretary, this _____ day of _________, 20___.

                                 [NAME OF OWNER]


                                            By:
                                            Name:  [Name of Officer]
                                            Title: [Title of Officer]

[Corporate Seal]

ATTEST:



[Assistant] Secretary


        Personally  appeared before me the above-named [Name of Officer],  known
or proven to me to be the same person who executed the foregoing  instrument and
to be a [Title of  Officer]  of the Owner,  and  acknowledged  to me that he/she
executed  the same as his/her free act and deed and the free act and deed of the
Owner.

        Subscribed and sworn before me this ______ day of _________, 20___.


NOTARY PUBLIC

COUNTY OF STATE OF My Commission
expires the _____ day of
____________, 20____.





<PAGE>



                                         EXHIBIT H-2

                                FORM OF TRANSFEROR CERTIFICATE


                                            ---------------, -----


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California 92705

          Re:  Mortgage Asset-Backed Pass-Through Certificates, Series 2003-RM1,
               [Class R-I and Class R-II]

Ladies and Gentlemen:

        This  letter is  delivered  to you in  connection  with the  transfer by
________________ (the "Seller") to _______________________  (the "Purchaser") of
$ ___________  Initial  Certificate  Principal Balance of Mortgage  Asset-Backed
Pass-Through  Certificates,  Series  2003-RM1,  [Class R-I and Class  R-II] (the
"Class R  Certificates"),  pursuant to Section 5.02 of the Pooling and Servicing
Agreement  (the "Pooling and Servicing  Agreement"),  dated as of March 1, 2003,
among Residential Asset Mortgage Products, Inc., as depositor (the "Depositor"),
Residential  Funding  Corporation,  as master  servicer and Deutsche  Bank Trust
Company  Americas,  as trustee  (the  "Trustee").  All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement.  The  Seller  hereby  certifies,  represents  and  warrants  to,  and
covenants with, the Depositor and the Trustee that:

1.      No purpose of the Seller  relating to the transfer of the Certificate by
        the Seller to the  Purchaser is or will be to impede the  assessment  or
        collection of any tax.

2.      The Seller  understands  that the Purchaser has delivered to the Trustee
        and the Master  Servicer a transfer  affidavit and agreement in the form
        attached to the Pooling and  Servicing  Agreement  as Exhibit  H-1.  The
        Seller  does  not know or  believe  that  any  representation  contained
        therein is false.

3.      The  Seller  has at the  time of the  transfer  conducted  a  reasonable
        investigation   of  the   financial   condition  of  the   Purchaser  as
        contemplated by Treasury  Regulations Section 1.860E- 1(c)(4)(i) and, as
        a result of that  investigation,  the  Seller  has  determined  that the
        Purchaser  has  historically  paid its debts as they  become due and has
        found no significant evidence to



<PAGE>



        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:





<PAGE>



                                          EXHIBIT I

                            FORM OF INVESTOR REPRESENTATION LETTER


                                            -------------------, ------


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California 92705

          Re:  Mortgage Asset-Backed Pass-Through Certificates, Series 2003-RM1,
               [Class R-I and Class R-II] [Class B-___]

Ladies and Gentlemen:

        _________________   (the   "Purchaser")   intends   to   purchase   from
______________ (the "Seller") $___________ Initial Certificate Principal Balance
of Mortgage Asset-Backed Pass- Through Certificates, Series 2003-RM1, [Class R-I
and Class R-II]  [Class  B-___]  (the  "Certificates"),  issued  pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing  Agreement"),  dated
as of March 1, 2003 among Residential Asset Mortgage  Products,  Inc., as seller
(the  "Depositor"),  Residential  Funding  Corporation,  as master  servicer and
Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). All terms used
herein  and not  otherwise  defined  shall  have the  meanings  set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies,  represents and
warrants to, and covenants with, the Depositor and the Trustee that:

1.      The Purchaser  understands that (a) the  Certificates  have not been and
        will not be registered or qualified under the Securities Act of 1933, as
        amended (the "Act") or any state  securities  law, (b) the  Depositor is
        not  required  to so  register  or  qualify  the  Certificates,  (c) the
        Certificates may be resold only if registered and qualified  pursuant to
        the  provisions  of the  Act  or  any  state  securities  law,  or if an
        exemption from such registration and qualification is available, (d) the
        Pooling and  Servicing  Agreement  contains  restrictions  regarding the
        transfer of the Certificates and (e) the Certificates will bear a legend
        to the foregoing effect.

2.      The  Purchaser is  acquiring  the  Certificates  for its own account for
        investment  only and not with a view to or for sale in  connection  with
        any distribution thereof in any manner that would violate the Act or any
        applicable state securities laws.

3.      The  Purchaser  is  (a)  a  substantial,  sophisticated  [institutional]
        investor having such



<PAGE>



        knowledge  and  experience in financial  and business  matters,  and, in
        particular,  in  such  matters  related  to  securities  similar  to the
        Certificates, such that it is capable of evaluating the merits and risks
        of investment in the  Certificates,  (b) able to bear the economic risks
        of such  an  investment  and (c) an  "accredited  investor"  within  the
        meaning of Rule 501(a) promulgated pursuant to the Act.

4.   The Purchaser has been furnished with, and has had an opportunity to review
     (a) [a copy of the Private Placement  Memorandum,  dated  ________________,
     ____, relating to the Certificates (b)] a copy of the Pooling and Servicing
     Agreement and [b] [c] such other  information  concerning the Certificates,
     the Mortgage Loans and the Depositor as has been requested by the Purchaser
     from  the  Depositor  or the  Seller  and is  relevant  to the  Purchaser's
     decision to purchase the Certificates.  The Purchaser has had any questions
     arising  from such review  answered by the  Depositor  or the Seller to the
     satisfaction  of the  Purchaser.  [If the  Purchaser  did not  purchase the
     Certificates from the Seller in connection with the initial distribution of
     the  Certificates  and was  provided  with a copy of the Private  Placement
     Memorandum (the "Memorandum")  relating to the original sale (the "Original
     Sale") of the  Certificates  by the Depositor,  the Purchaser  acknowledges
     that such Memorandum was provided to it by the Seller,  that the Memorandum
     was  prepared  by the  Depositor  solely  for use in  connection  with  the
     Original Sale and the Depositor did not participate in or facilitate in any
     way the purchase of the Certificates by the Purchaser from the Seller,  and
     the Purchaser  agrees that it will look solely to the Seller and not to the
     Depositor with respect to any damage,  liability,  claim or expense arising
     out of,  resulting  from or in  connection  with (a) error or omission,  or
     alleged  error  or  omission,  contained  in the  Memorandum,  or  (b)  any
     information,   development   or  event   arising  after  the  date  of  the
     Memorandum.]

5.   The  Purchaser  has not and  will  not  nor  has it  authorized  or will it
     authorize any person to (a) offer,  pledge,  sell,  dispose of or otherwise
     transfer  any  Certificate,  any interest in any  Certificate  or any other
     similar security to any person in any manner,  (b) solicit any offer to buy
     or to accept a pledge,  disposition of other  transfer of any  Certificate,
     any interest in any  Certificate  or any other  similar  security  from any
     person in any manner,  (c) otherwise  approach or negotiate with respect to
     any  Certificate,  any  interest in any  Certificate  or any other  similar
     security with any person in any manner,  (d) make any general  solicitation
     by means of  general  advertising  or in any  other  manner or (e) take any
     other action,  that (as to any of (a) through (e) above) would constitute a
     distribution  of any  Certificate  under the Act,  that  would  render  the
     disposition  of any  Certificate a violation of Section 5 of the Act or any
     state  securities law, or that would require  registration or qualification
     pursuant thereto.  The Purchaser will not sell or otherwise transfer any of
     the  Certificates,  except in compliance with the provisions of the Pooling
     and Servicing Agreement.

                                Very truly yours,


                                    (Seller)

                                            By:
                                            Name:
                                            Title:




<PAGE>



                                          EXHIBIT J

                           FORM OF TRANSFEROR REPRESENTATION LETTER


                                            ----------------, -----


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California 92705

               Re:  Mortgage  Asset-Backed  Pass-Through  Certificates,   Series
                    2003-RM1, [Class R-I and Class R-II] [Class B-___]

Ladies and Gentlemen:

        In   connection   with  the  sale  by  __________   (the   "Seller")  to
______________ (the "Purchaser") of $____________  Initial Certificate Principal
Balance of Mortgage  Asset-Backed  Pass-Through  Certificates,  Series 2003-RM1,
[Class R-I and Class R-II][Class B-___] (the "Certificates"), issued pursuant to
the Pooling and Servicing  Agreement  (the  "Pooling and Servicing  Agreement"),
dated as of March 1, 2003 among  Residential Asset Mortgage  Products,  Inc., as
depositor  (the  "Depositor"),   Residential  Funding  Corporation,   as  master
servicer,  and Deutsche Bank Trust Company Americas, as trustee (the "Trustee").
The Seller hereby certifies, represents and warrants to, and covenants with, the
Depositor and the Trustee that:

        Neither  the  Seller nor  anyone  acting on its behalf has (a)  offered,
pledged,  sold,  disposed  of or  otherwise  transferred  any  Certificate,  any
interest in any  Certificate or any other similar  security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate,  any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise  approached or
negotiated with respect to any  Certificate,  any interest in any Certificate or
any other  similar  security  with any  person in any  manner,  (d) has made any
general  solicitation by means of general advertising or in any other manner, or
(e) has taken any other action,  that (as to any of (a) through (e) above) would
constitute a distribution of the  Certificates  under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section  5 of the  Act or any  state  securities  law,  or  that  would  require
registration or qualification  pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any Certificate.  The
Seller has not and will not sell or otherwise  transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing Agreement.


                                Very truly yours,


                                    (Seller)


                                            By:
                                            Name:
                                            Title:




<PAGE>



                                    EXHIBIT K

                   TEXT OF AMENDMENT TO POOLING AND SERVICING
                  AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
                                LIMITED GUARANTY


                                   ARTICLE XII

             Subordinate Certificate Loss Coverage; Limited Guaranty

        Section 12.01. Subordinate Certificate Loss Coverage;  Limited Guaranty.
(a) Subject to subsection  (c) below,  prior to the later of the third  Business
Day prior to each  Distribution  Date or the  related  Determination  Date,  the
Master Servicer shall determine  whether it or any Subservicer  will be entitled
to any  reimbursement  pursuant to Section 4.02(c) on such Distribution Date for
Advances or Subservicer Advances previously made, (which will not be Advances or
Subservicer  Advances  that were made with respect to  delinquencies  which were
subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess  Bankruptcy  Losses or  Extraordinary  Losses)  and,  if so,  the  Master
Servicer shall demand payment from Residential Funding of an amount equal to the
amount of any Advances or Subservicer  Advances  reimbursed  pursuant to Section
4.02(c),  to the extent such  Advances  or  Subservicer  Advances  have not been
included in the amount of the Realized Loss in the related  Mortgage  Loan,  and
shall distribute the same to the Class R  Certificateholders  in the same manner
as if such amount were to be distributed pursuant to Section 4.02(c).

        (b)  Subject to  subsection  (c) below,  prior to the later of the third
Business Day prior to each Distribution Date or the related  Determination Date,
the Master  Servicer  shall  determine  whether any Realized  Losses (other than
Excess Special Hazard Losses,  Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary  Losses)  will be allocated  to the Class R  Certificates  on such
Distribution  Date  pursuant to Section  4.05,  and, if so, the Master  Servicer
shall demand  payment from  Residential  Funding of the amount of such  Realized
Loss and shall distribute the same to the Class R Certificateholders in the same
manner as if such amount  were to be  distributed  pursuant to Section  4.02(c);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the  additional  amount of
Accrued  Certificate  Interest  that  would  have  been  paid  for  the  Class R
Certificateholders  on such  Distribution  Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate  Principal
Balances  of the  Class R  Certificates  on such  Distribution  Date due to such
Realized  Loss or Losses.  Notwithstanding  such payment,  such Realized  Losses
shall be deemed to have been borne by the  Certificateholders  for  purposes  of
Section  4.05.  Excess  Special  Hazard  Losses,  Excess  Fraud  Losses,  Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class R Certificates
will not be covered by the Subordinate Certificate Loss Obligation.

        (c) Demands for payments pursuant to this Section shall be made prior to
the  later of the third  Business  Day  prior to each  Distribution  Date or the
related Determination Date by the Master



<PAGE>



Servicer with written  notice  thereof to the Trustee.  The maximum  amount that
Residential  Funding  shall be required to pay  pursuant to this  Section on any
Distribution  Date (the "Amount  Available") shall be equal to the lesser of (X)
__________ minus the sum of (i) all previous payments made under subsections (a)
and (b) hereof and (ii) all draws  under the  Limited  Guaranty  made in lieu of
such payments as described below in subsection (d) and (Y) the then  outstanding
Certificate Principal Balances of the Class R Certificates, or such lower amount
as  may  be  established  pursuant  to  Section  12.02.   Residential  Funding's
obligations  as  described  in  this  Section  are  referred  to  herein  as the
"Subordinate Certificate Loss Obligation."

        (d)  The  Trustee  will  promptly   notify  General  Motors   Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and  shall  demand  payment  pursuant  to the  limited  guaranty  (the  "Limited
Guaranty"),  executed by General Motors Acceptance  Corporation,  of Residential
Funding's  obligation  to make payments  pursuant to this Section,  in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by  delivering to General  Motors  Acceptance  Corporation a written  demand for
payment by wire  transfer,  not later than the second  Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.

        (e) All payments made by Residential Funding pursuant to this Section or
amounts  paid under the  Limited  Guaranty  shall be  deposited  directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class R Certificateholders.

        (f) The  Depositor  shall have the option,  in its sole  discretion,  to
substitute  for  either  or  both of the  Limited  Guaranty  or the  Subordinate
Certificate  Loss  Obligation  another  instrument  in the  form of a  corporate
guaranty,  an irrevocable  letter of credit, a surety bond,  insurance policy or
similar instrument or a reserve fund; provided that (i) the Depositor obtains an
Opinion of Counsel (which need not be an opinion of Independent  counsel) to the
effect that obtaining such substitute corporate guaranty,  irrevocable letter of
credit, surety bond, insurance policy or similar instrument or reserve fund will
not cause either (a) any federal tax to be imposed on the Trust Fund,  including
without limitation,  any federal tax imposed on "prohibited  transactions" under
Section  860(F)(a)(1) of the Code or on  "contributions  after the startup date"
under Section  860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any  Certificate  is  outstanding,  and (ii) no such
substitution  shall  be made  unless  (A) the  substitute  Limited  Guaranty  or
Subordinate  Certificate  Loss Obligation is for an initial amount not less than
the then  current  Amount  Available  and  contains  provisions  that are in all
material  respects  equivalent to the original  Limited  Guaranty or Subordinate
Certificate   Loss   Obligation   (including   that  no  portion  of  the  fees,
reimbursements  or other  obligations under any such instrument will be borne by
the Trust  Fund),  (B) the long  term debt  obligations  of any  obligor  of any
substitute  Limited Guaranty or Subordinate  Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating  of  the  long  term  debt  obligations  of  General  Motors   Acceptance
Corporation  as of the date of  issuance  of the  Limited  Guaranty  and (b) the
rating  of  the  long  term  debt  obligations  of  General  Motors   Acceptance
Corporation  at the  date of such  substitution  and (C) the  Depositor  obtains
written  confirmation from each nationally  recognized credit rating agency that
rated  the  Class R  Certificates  at the  request  of the  Depositor  that such
substitution shall not lower the rating on the Class R



<PAGE>



Certificates  below the lesser of (a) the  then-current  rating  assigned to the
Class R Certificates  by such rating agency and (b) the original rating assigned
to the Class R  Certificates  by such  rating  agency.  Any  replacement  of the
Limited  Guaranty or Subordinate  Certificate  Loss Obligation  pursuant to this
Section shall be accompanied  by a written  Opinion of Counsel to the substitute
guarantor  or obligor,  addressed to the Master  Servicer and the Trustee,  that
such substitute instrument  constitutes a legal, valid and binding obligation of
the substitute  guarantor or obligor,  enforceable in accordance with its terms,
and concerning  such other matters as the Master  Servicer and the Trustee shall
reasonably request.  Neither the Depositor,  the Master Servicer nor the Trustee
shall be  obligated  to  substitute  for or  replace  the  Limited  Guaranty  or
Subordinate  Certificate Loss Obligation under any circumstance.  Section 12.02.
Amendments Relating to the Limited Guaranty.  Notwithstanding  Sections 11.01 or
12.01:  (i) the  provisions  of this Article XII may be amended,  superseded  or
deleted,  (ii) the Limited  Guaranty or Subordinate  Certificate Loss Obligation
may be  amended,  reduced or  canceled,  and (iii) any other  provision  of this
Agreement  which is related  or  incidental  to the  matters  described  in this
Article  XI may be  amended in any  manner;  in each case by written  instrument
executed or consented to by the  Depositor and  Residential  Funding but without
the  consent of any  Certificateholder  and  without  the  consent of the Master
Servicer or the Trustee being required  unless any such  amendment  would impose
any additional  obligation on, or otherwise  adversely  affect the interests of,
the Master Servicer or the Trustee,  as applicable;  provided that the Depositor
shall also obtain a letter from each nationally  recognized credit rating agency
that  rated the Class R  Certificates  at the  request of the  Depositor  to the
effect that such amendment,  reduction,  deletion or cancellation will not lower
the rating on the Class R Certificates  below the lesser of (a) the then-current
rating  assigned to the Class R  Certificates  by such rating agency and (b) the
original  rating  assigned to the Class R  Certificates  by such rating  agency,
unless (A) the Holder of 100% of the Class R Certificates is Residential Funding
or an  Affiliate  of  Residential  Funding,  or (B) such  amendment,  reduction,
deletion or  cancellation  is made in  accordance  with  Section  11.01(e)  and,
provided further that the Depositor obtains, in the case of a material amendment
or  supersession  (but not a reduction,  cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation),  an Opinion of Counsel
(which  need not be an opinion of  Independent  counsel)  to the effect that any
such amendment or  supersession  will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on  "prohibited  transactions"  under  Section  860F(a)(1)  of  the  Code  or on
"contributions  after the startup date" under Section  860G(d)(1) of the Code or
(b) the  Trust  Fund to  fail  to  qualify  as a  REMIC  at any  time  that  any
Certificate is outstanding.  A copy of any such instrument  shall be provided to
the Trustee and the Master  Servicer  together  with an Opinion of Counsel  that
such amendment complies with this Section 12.02.





<PAGE>



                                    EXHIBIT L

                            FORM OF LIMITED GUARANTY

                                LIMITED GUARANTY

                    RESIDENTIAL ASSET SECURITIES CORPORATION

                 Mortgage Asset-Backed Pass-Through Certificates
                                 Series 2003-RM1

                                            ____________________, 20___

Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California 92705

Ladies and Gentlemen:

        WHEREAS,   Residential  Funding  Corporation,   a  Delaware  corporation
("Residential  Funding"),  an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation,  a New York corporation ("GMAC"), plans to incur certain
obligations  as  described  under  Section  12.01 of the Pooling  and  Servicing
Agreement  dated  as  of  March  1,  2003  (the  "Servicing  Agreement"),  among
Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding
and Deutsche Bank Trust Company Americas (the "Trustee") as amended by Amendment
No. 1 thereto, dated as of _________,  with respect to the Mortgage Asset-Backed
Pass-Through Certificates, Series 2003-RM1 (the "Certificates"); and

        WHEREAS,   pursuant  to  Section  12.01  of  the  Servicing   Agreement,
Residential  Funding  agrees  to make  payments  to the  Holders  of the Class R
Certificates  with respect to certain  losses on the Mortgage Loans as described
in the Servicing Agreement; and

        WHEREAS,  GMAC desires to provide certain assurances with respect to the
ability of  Residential  Funding to secure  sufficient  funds and  faithfully to
perform its Subordinate Certificate Loss Obligation;

        NOW THEREFORE,  in  consideration  of the premises herein  contained and
certain  other good and valuable  consideration,  the receipt of which is hereby
acknowledged, GMAC agrees as follows:

1.      Provision  of Funds.  (a) GMAC agrees to  contribute  and deposit in the
        Certificate  Account  on behalf of  Residential  Funding  (or  otherwise
        provide to  Residential  Funding,  or to cause to be made  available  to
        Residential  Funding),  either directly or through a subsidiary,  in any
        case  prior to the  related  Distribution  Date,  such  moneys as may be
        required by Residential



<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 11.01 of the Servicing Agreement.

        (b) The  agreement  set  forth  in the  preceding  clause  (a)  shall be
        absolute, irrevocable and unconditional and shall not be affected by the
        transfer by GMAC or any other  person of all or any part of its or their
        interest  in  Residential   Funding,  by  any  insolvency,   bankruptcy,
        dissolution or other  proceeding  affecting  Residential  Funding or any
        other  person,  by any  defense  or right of  counterclaim,  set-off  or
        recoupment that GMAC may have against  Residential  Funding or any other
        person  or by  any  other  fact  or  circumstance.  Notwithstanding  the
        foregoing,  GMAC's obligations under clause (a) shall terminate upon the
        earlier  of (x)  substitution  for this  Limited  Guaranty  pursuant  to
        Section 12.01(f) of the Servicing  Agreement,  or (y) the termination of
        the Trust Fund pursuant to the Servicing Agreement.

2.      Waiver.  GMAC  hereby  waives  any  failure  or  delay  on the  part  of
        Residential  Funding,  the Trustee or any other  person in  asserting or
        enforcing any rights or in making any claims or demands  hereunder.  Any
        defective or partial  exercise of any such rights shall not preclude any
        other or further exercise of that or any other such right.  GMAC further
        waives  demand,  presentment,  notice  of  default,  protest,  notice of
        acceptance and any other notices with respect to this Limited  Guaranty,
        including,  without limitation, those of action or nonaction on the part
        of Residential Funding or the Trustee.

3.      Modification,  Amendment and  Termination.  This Limited Guaranty may be
        modified,  amended or terminated  only by the written  agreement of GMAC
        and the Trustee and only if such modification,  amendment or termination
        is  permitted  under  Section  12.02  of the  Servicing  Agreement.  The
        obligations  of GMAC under this  Limited  Guaranty  shall  continue  and
        remain in effect so long as the  Servicing  Agreement is not modified or
        amended in any way that might affect the  obligations of GMAC under this
        Limited Guaranty without the prior written consent of GMAC.

4.      Successor.  Except as otherwise expressly provided herein, the guarantee
        herein  set  forth  shall  be  binding  upon  GMAC  and  its  respective
        successors.

5.      Governing  Law. This Limited  Guaranty  shall be governed by the laws of
        the State of New York.

6.      Authorization and Reliance. GMAC understands that a copy of this Limited
        Guaranty  shall be  delivered  to the  Trustee  in  connection  with the
        execution of Amendment No. 1 to the Servicing  Agreement and GMAC hereby
        authorizes  the  Depositor  and the Trustee to rely on the covenants and
        agreements set forth herein.

7.      Definitions.  Capitalized  terms used but not otherwise  defined  herein
        shall have the meaning given them in the Servicing Agreement.



<PAGE>




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.





<PAGE>



        IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed
and delivered by its respective officers thereunto duly authorized as of the day
and year first above written.

                                            GENERAL MOTORS ACCEPTANCE
                                   CORPORATION


                                            By:
                                            Name:
                                            Title:

Acknowledged by:

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee

By:
Name:
Title:


                                            RESIDENTIAL ASSET MORTGAGE PRODUCTS,
                                            INC.


                                            By:
                                            Name:
                                            Title:




<PAGE>



                                          EXHIBIT M

                 FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN


                                            ----------------, ----


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California 92705

Ladies and Gentlemen:

        This letter is delivered to you in  connection  with the  assignment  by
__________________  (the  "Trustee") to  ___________________  (the  "Lender") of
__________________  (the  "Mortgage  Loan")  pursuant to Section  3.12(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing  Agreement"),  dated
as of March 1,  2003,  among  Residential  Asset  Mortgage  Products,  Inc.,  as
depositor  (the  "Depositor"),   Residential  Funding  Corporation,   as  master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing  Agreement.  The Lender
hereby  certifies,  represents  and warrants to, and covenants  with, the Master
Servicer and the Trustee that:

        (i) the  Mortgage  Loan is secured by  Mortgaged  Property  located in a
        jurisdiction  in which an assignment in lieu of satisfaction is required
        to preserve lien priority, minimize or avoid mortgage recording taxes or
        otherwise  comply with, or facilitate a refinancing  under,  the laws of
        such jurisdiction;

        (ii) the  substance  of the  assignment  is,  and is  intended  to be, a
        refinancing  of such  Mortgage Loan and the form of the  transaction  is
        solely to comply with, or facilitate the transaction  under,  such local
        laws;

        (iii) the  Mortgage  Loan  following  the  proposed  assignment  will be
        modified to have a rate of interest at least 0.25 percent below or above
        the rate of  interest  on such  Mortgage  Loan  prior  to such  proposed
        assignment; and

        (iv) such assignment is at the request of the borrower under the related
        Mortgage Loan.

                                Very truly yours,


                                    (Lender)


                                            By:
                                            Name:
                                            Title:




<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 March 1, 2003 among Residential
        Funding  Corporation,  as Master  Servicer,  Residential  Asset Mortgage
        Products,  Inc., as Depositor and Deutsche Bank Trust Company  Americas,
        as trustee, pursuant to Section 5.02 of the Agreement, as follows:

        (a) The Buyer  understands  that the Rule 144A  Securities have not been
registered under the 1933 Act or the securities laws of any state.

        (b)  The   Buyer   considers   itself   a   substantial,   sophisticated
institutional  investor  having such  knowledge and  experience in financial and
business  matters  that it is  capable  of  evaluating  the  merits and risks of
investment in the Rule 144A Securities.

        (c) The Buyer has been furnished with all information regarding the Rule
144A  Securities  that it has  requested  from the  Seller,  the  Trustee or the
Servicer.




<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. [Reserved]

4.      This  document  may be executed in one or more  counterparts  and by the
        different parties hereto on separate  counterparts,  each of which, when
        so  executed,  shall be deemed  to be an  original;  such  counterparts,
        together, shall constitute one and the same document.





<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:





<PAGE>



                              ANNEX 1 TO EXHIBIT N

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

        The undersigned  hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

1.      As indicated  below,  the undersigned is the President,  Chief Financial
        Officer, Senior Vice President or other executive officer of the Buyer.

2.      In  connection  with  purchases by the Buyer,  the Buyer is a "qualified
        institutional  buyer" as that  term is  defined  in Rule 144A  under the
        Securities  Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or
        invested on a discretionary  basis  $____________ in securities  (except
        for the  excluded  securities  referred  to  below) as of the end of the
        Buyer's  most  recent  fiscal  year (such  amount  being  calculated  in
        accordance  with Rule 144A) and (ii) the Buyer satisfies the criteria in
        the category marked below.

____ Corporation,  etc. The Buyer is a corporation  (other than a bank,  savings
and loan association or similar institution),  Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code.

____ Bank.  The Buyer (a) is a national  bank or banking  institution  organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially  confined to banking and is supervised by the State or
territorial  banking  commission  or similar  official  or is a foreign  bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual  financial  statements,  a copy of which is
attached hereto.

____ Savings and Loan. The Buyer (a) is a savings and loan association, building
and  loan  association,  cooperative  bank,  homestead  association  or  similar
institution,  which is supervised  and examined by a State or Federal  authority
having  supervision over any such  institutions or is a foreign savings and loan
association  or  equivalent  institution  and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial statements.

____  Broker-Dealer.  The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.

____ Insurance  Depositor.  The Buyer is an insurance  company whose primary and
predominant  business  activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by
the  insurance  commissioner  or a  similar  official  or  agency  of a State or
territory or the District of Columbia.

____ State or Local Plan.  The Buyer is a plan  established  and maintained by a
State, its political



<PAGE>



subdivisions,  or any agency or  instrumentality  of the State or its  political
subdivisions, for the benefit of its employees.

____ ERISA  Plan.  The Buyer is an employee  benefit  plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.

____ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.

____ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business  Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.

____ Business Development Depositor. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

____ Trust  Fund.  The Buyer is a trust  fund  whose  trustee is a bank or trust
company  and  whose  participants  are  exclusively  (a) plans  established  and
maintained  by  a  State,   its  political   subdivisions,   or  any  agency  or
instrumentality of the State or its political  subdivisions,  for the benefit of
its  employees,  or (b) employee  benefit plans within the meaning of Title I of
the Employee  Retirement  Income  Security Act of 1974,  but is not a trust fund
that includes as participants individual retirement accounts or H.R. 10 plans.

3.   The term  "securities"  as used herein does not include (i)  securities  of
     issuers that are affiliated  with the Buyer,  (ii) securities that are part
     of an unsold  allotment to or  subscription by the Buyer, if the Buyer is a
     dealer,  (iii) bank deposit notes and  certificates  of deposit,  (iv) loan
     participations,  (v)  repurchase  agreements,  (vi)  securities  owned  but
     subject to a repurchase  agreement  and (vii)  currency,  interest rate and
     commodity swaps.

4.   For purposes of determining the aggregate amount of securities owned and/or
     invested on a discretionary  basis by the Buyer, the Buyer used the cost of
     such  securities  to the Buyer and did not  include  any of the  securities
     referred  to in the  preceding  paragraph.  Further,  in  determining  such
     aggregate  amount,  the  Buyer  may  have  included   securities  owned  by
     subsidiaries of the Buyer,  but only if such  subsidiaries are consolidated
     with the Buyer in its  financial  statements  prepared in  accordance  with
     generally  accepted  accounting  principles and if the  investments of such
     subsidiaries  are  managed  under  the  Buyer's  direction.  However,  such
     securities were not included if the Buyer is a majority-owned, consolidated
     subsidiary  of another  enterprise  and the Buyer is not itself a reporting
     company under the Securities Exchange Act of 1934.

5.   The Buyer  acknowledges  that it is familiar with Rule 144A and understands
     that the seller to it and other  parties  related to the  Certificates  are
     relying and will continue to rely on the statements made herein because one
     or more sales to the Buyer may be in reliance on Rule 144A.




<PAGE>



____ ____ 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:





<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



<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: __________________





<PAGE>



                                    EXHIBIT O

                              FORM OF ERISA LETTER


                                            --------------, ----


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California 92705

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

Attention: Residential Funding Corporation Series 2003-RM1

               Re:  Mortgage  Asset-Backed  Pass-Through  Certificates,   Series
                    2003-RM1, Class B-___

Ladies and Gentlemen:

        ______________________________  (the  "Purchaser")  intends to  purchase
from   ___________________________   (the   "Seller")   $_____________   Initial
Certificate  Principal  Balance of Mortgage  Pass-Through  Certificates,  Series
2003-RM1,  Class B-___ (the "Certificates"),  issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing  Agreement"),  dated as of March
1, 2003 among  Residential  Asset Mortgage  Products,  Inc., as the company (the
"Depositor"),  Residential Funding Corporation,  as master servicer (the "Master
Servicer") and Deutsche Bank Trust Company Americas, as trustee (the "Trustee").
All terms used herein and not  otherwise  defined  shall have the  meanings  set
forth in the Pooling and Servicing  Agreement.  The Purchaser hereby  certifies,
represents and warrants to, and covenants  with, the Depositor,  the Trustee and
the Master Servicer that:

        (a) The  Purchaser  is not an employee  benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"),  or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code") (a "Plan"),  or any other person  (including an
investment manager, a named fiduciary or a trustee of any 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.



<PAGE>



ss.2510.3-101; or

        (b) The Purchaser has provided the Trustee, the Depositor and the Master
Servicer  with an  opinion of counsel  acceptable  to and in form and  substance
satisfactory to the Trustee, the Depositor and the Master Servicer to the effect
that the purchase of Certificates is permissible  under applicable law, will not
constitute or result in any  non-exempt  prohibited  transaction  under ERISA or
Section 4975 of the Code and will not subject the Trustee,  the Depositor or the
Master  Servicer  to any  obligation  or  liability  (including  obligations  or
liabilities  under  ERISA or  Section  4975 of the  Code) in  addition  to those
undertaken in the Pooling and Servicing  Agreement.  In addition,  the Purchaser
hereby certifies, represents and warrants to, and covenants with, the Depositor,
the Trustee and the Master  Servicer that the  Purchaser  will not transfer such
Certificates  to any  Plan or  person  unless  such  Plan or  person  meets  the
requirements set forth in either (a) or (b) above.

                                Very truly yours,



                                   (Purchaser)

                                            By:
                                            Name:
                                            Title:




<PAGE>



                                          EXHIBIT P

                                 ERISA REPRESENTATION LETTER


                                            [date]


Residential Funding Corporation
8400 Normandale Lake Boulevard, Suite 250
Minneapolis, Minnesota 55437

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard, Suite 250
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California 92705

Attention: Residential Asset Mortgage Products Inc. Series 2003-RM1

               Re:  Residential   Asset   Mortgage   Products,   Inc.   Mortgage
                    Asset-Backed  Pass-Through  Certificates,  Series  2003-RM1,
                    Class B-___

Ladies and Gentlemen:

        [__________________________]  (the "Purchaser") intends to purchase from
[__________________________]  (the "Seller") $[____________] initial Certificate
Principal Balance of the above-referenced certificates, issued under the pooling
and servicing  agreement,  dated as of March 1, 2003,  among  Residential  Asset
Mortgage  Products,  Inc., as depositor,  Residential  Funding  Corporation,  as
master servicer and Deutsche Bank Trust Company Americas,  as trustee. All terms
used in this ERISA  Representation  Letter 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 Seller, the trustee and the master servicer that, either:

        (a) The Purchaser is not an ERISA 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 ERISA plan within the meaning of the DOL  regulation at 29 C.F.R.
ss.2510.3-101; or

        (b) The  Purchaser  is an insurance  company,  the source of funds to be
used by which to



<PAGE>



purchase the certificates is an "insurance company general account", as the term
is  defined  in DOL  Prohibited  Transaction  Class  Exemption  95-60,  and  the
conditions in Sections I and III of PTCE 95-60 have been satisfied.

        In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants  with,  the Seller,  the trustee and the master  servicer that the
Purchaser will not transfer the  certificates to any ERISA plan or person unless
that ERISA plan or person meets the requirements in either (a) or (b) above.

                                Very truly yours,



                                            By:
                                            Name:
                                            Title:






<PAGE>




                                    EXHIBIT Q

         PAC I AGGREGATE PLANNED PRINCIPAL BALANCES AND PAC II AGGREGATE
                           PLANNED PRINCIPAL BALANCES



                         PAC I AGGREGATE PLANNED       PAC II AGGREGATE PLANNED
                         PRINCIPAL                               PRINCIPAL
                         BALANCES FOR THE CLASS A-1,  BALANCES FOR THE CLASS A-9
                         CLASS A-2,CLASS A-3,        AND CLASS A-10 CERTIFICATES
                        CLASS A-4,CLASS A-6,
                       CLASS A-7,CLASS A-8 AND
                        CLASS A-8A
DISTRIBUTION DATE        CERTIFICATES
--------------------------------------------------------------------------------
Initial Balance................. $230,629,000.00                 $36,816,000.00
April 25, 2003.................. 230,629,000.00                  36,051,595.58
May 25, 2003.................... 230,629,000.00                  35,187,089.56
June 25, 2003................... 230,629,000.00                  34,223,017.20
July 25, 2003................... 230,629,000.00                  33,159,785.74
August 25, 2003................. 230,629,000.00                  31,997,874.32
September 25, 2003.............. 230,629,000.00                  30,737,833.67
October 25, 2003................ 230,629,000.00                  29,380,285.86
November 25, 2003............... 230,629,000.00                  27,925,923.91
December 25, 2003............... 230,629,000.00                  26,375,511.29
January 25, 2004................ 230,629,000.00                  24,729,881.36
February 25, 2004............... 230,629,000.00                  22,989,936.71
March 25, 2004.................. 230,629,000.00                  21,156,648.46
April 25, 2004.................. 228,864,217.50                  20,995,837.88
May 25, 2004.................... 227,017,343.06                  20,825,920.00
June 25, 2004................... 225,089,339.51                  20,647,103.34
July 25, 2004................... 223,081,221.76                  20,459,609.07
August 25, 2004................. 220,994,056.00                  20,263,670.67
September 25, 2004.............. 218,828,958.76                  20,059,533.60
October 25, 2004................ $216,587,095.99                 $19,847,454.96
November 25, 2004............... 214,269,682.02                  19,627,703.12
December 25, 2004............... 211,877,978.49                  19,400,557.34
January 25, 2005................ 209,413,293.24                  19,166,307.34
February 25, 2005............... 206,876,979.13                  18,925,252.92
March 25, 2005.................. 204,270,432.84                  18,677,703.44
April 25, 2005.................. 201,595,093.57                  18,423,977.41
May 25, 2005.................... 198,852,441.74                  18,164,402.03
June 25, 2005................... 196,043,997.65                  17,899,312.60
July 25, 2005................... 193,236,778.45                  17,636,686.36
August 25, 2005................. 190,448,438.52                  17,378,586.85
September 25, 2005.............. 187,678,855.80                  17,124,964.80
October 25, 2005................ 184,927,909.05                  16,875,771.33
November 25, 2005............... 182,195,477.79                  16,630,958.07
December 25, 2005............... 179,481,442.36                  16,390,477.06
January 25, 2006................ 176,785,683.86                  16,154,280.82
February 25, 2006............... 174,108,084.17                  15,922,322.31
March 25, 2006.................. 171,448,525.93                  15,694,554.94




<PAGE>




April 25, 2006.................. 168,806,892.57                  15,470,932.52
May 25, 2006.................... 166,183,068.26                  15,251,409.34
June 25, 2006................... 163,576,937.93                  15,035,940.09
July 25, 2006................... 160,988,387.27                  14,824,479.89
August 25, 2006................. 158,417,302.71                  14,616,984.30
September 25, 2006.............. 155,863,571.41                  14,413,409.28
October 25, 2006................ 153,327,081.29                  14,213,711.22
November 25, 2006............... 150,807,720.99                  14,017,846.90
December 25, 2006............... 148,305,379.86                  13,825,773.54
January 25, 2007................ 145,819,948.00                  13,637,448.73
February 25, 2007............... 143,351,316.22                  13,452,830.49
March 25, 2007.................. 140,899,376.03                  13,271,877.22
April 25, 2007.................. 138,464,019.66                  13,094,547.72
May 25, 2007.................... 136,045,140.05                  12,920,801.18
June 25, 2007................... 133,642,630.83                  12,750,597.16
July 25, 2007................... 131,256,386.31                  12,583,895.65
August 25, 2007................. 128,886,301.53                  12,420,656.96
September 25, 2007.............. 126,532,272.18                  12,260,841.83
October 25, 2007................ 124,194,194.64                  12,104,411.35
November 25, 2007............... 121,871,965.98                  11,951,326.96
December 25, 2007............... 119,565,483.93                  11,801,550.51
January 25, 2008................ 117,274,646.90                  11,655,044.18
February 25, 2008............... 114,999,353.95                  11,511,770.53
March 25, 2008.................. 112,739,504.81                  11,371,692.47
April 25, 2008.................. 110,518,683.73                  11,237,732.66
May 25, 2008.................... 108,312,994.65                  11,106,874.72
June 25, 2008................... 106,122,339.01                  10,979,082.63
July 25, 2008................... 103,946,618.89                  10,854,320.72
August 25, 2008................. 101,785,736.99                  10,732,553.68
September 25, 2008.............. 99,639,596.68                   10,613,746.51
October 25, 2008................ 97,508,101.93                   10,497,864.56
November 25, 2008............... 95,391,157.33                   10,384,873.52
December 25, 2008............... $93,288,668.11                  $10,274,739.40
January 25, 2009................ 91,200,540.11                   10,167,428.53
February 25, 2009............... 89,126,679.78                   10,062,907.59
March 25, 2009.................. 87,066,994.17                   9,961,143.55
April 25, 2009.................. 85,028,968.16                   9,863,025.70
May 25, 2009.................... 83,004,875.18                   9,767,587.85
June 25, 2009................... 80,994,624.18                   9,674,798.02
July 25, 2009................... 78,998,124.71                   9,584,624.50
August 25, 2009................. 77,015,286.88                   9,497,035.95
September 25, 2009.............. 75,046,021.44                   9,412,001.24
October 25, 2009................ 73,091,900.77                   9,327,828.52
November 25, 2009............... 71,185,719.65                   9,241,871.00




<PAGE>




December 25, 2009............... 69,326,339.39                   9,154,549.05
January 25, 2010................ 67,512,647.88                   9,065,971.62
February 25, 2010............... 65,743,558.97                   8,976,243.46
March 25, 2010.................. 64,018,011.90                   8,885,465.22
April 25, 2010.................. 62,378,876.92                   8,791,194.12
May 25, 2010.................... 60,780,098.22                   8,696,194.15
June 25, 2010................... 59,220,708.53                   8,600,550.82
July 25, 2010................... 57,699,763.38                   8,504,346.09
August 25, 2010................. 56,216,340.51                   8,407,658.57
September 25, 2010.............. 54,769,539.40                   8,310,563.58
October 25, 2010................ 53,358,480.77                   8,213,133.26
November 25, 2010............... 51,982,306.02                   8,115,436.70
December 25, 2010............... 50,640,176.84                   8,017,540.03
January 25, 2011................ 49,331,274.67                   7,919,506.47
February 25, 2011............... 48,054,800.24                   7,821,396.55
March 25, 2011.................. 46,809,973.19                   7,723,268.04
April 25, 2011.................. 45,632,530.69                   7,623,467.11
May 25, 2011.................... 44,483,943.72                   7,523,893.19
June 25, 2011................... 43,363,518.69                   7,424,591.05
July 25, 2011................... 42,270,578.44                   7,325,603.28
August 25, 2011................. 41,204,461.86                   7,226,970.36
September 25, 2011.............. 40,164,523.48                   7,128,730.79
October 25, 2011................ 39,150,133.19                   7,030,921.07
November 25, 2011............... 38,160,675.77                   6,933,575.85
December 25, 2011............... 37,195,550.62                   6,836,727.94
January 25, 2012................ 36,254,171.40                   6,740,408.41
February 25, 2012............... 35,335,965.67                   6,644,646.64
March 25, 2012.................. 34,440,374.58                   6,549,470.38
April 25, 2012.................. 33,595,513.74                   6,453,992.34
May 25, 2012.................... 32,770,911.77                   6,359,270.76
June 25, 2012................... 31,966,090.37                   6,265,322.36
July 25, 2012................... 31,180,582.46                   6,172,162.69
August 25, 2012................. 30,413,931.82                   6,079,806.21
September 25, 2012.............. 29,665,692.92                   5,988,266.29
October 25, 2012................ 28,935,430.62                   5,897,555.29
November 25, 2012............... 28,222,719.96                   5,807,684.59
December 25, 2012............... 27,527,145.90                   5,718,664.60
January 25, 2013................ 26,848,303.12                   5,630,504.84
February 25, 2013............... $26,185,795.75                  $5,543,213.95
March 25, 2013.................. 25,539,237.20                   5,456,799.73
April 25, 2013.................. 24,908,249.92                   5,371,269.15
May 25, 2013.................... 24,292,465.18                   5,286,628.44
June 25, 2013................... 23,691,522.89                   5,202,883.06
July 25, 2013................... 23,105,071.39                   5,120,037.75




<PAGE>




August 25, 2013................. 22,532,767.24                   5,038,096.61
September 25, 2013.............. 21,974,275.05                   4,957,063.02
October 25, 2013................ 21,429,267.28                   4,876,939.79
November 25, 2013............... 20,897,424.06                   4,797,729.09
December 25, 2013............... 20,378,433.04                   4,719,432.52
January 25, 2014................ 19,871,989.14                   4,642,051.14
February 25, 2014............... 19,377,794.49                   4,565,585.46
March 25, 2014.................. 18,895,558.15                   4,490,035.53
April 25, 2014.................. 18,424,996.03                   4,415,400.86
May 25, 2014.................... 17,965,830.70                   4,341,680.54
June 25, 2014................... 17,517,791.24                   4,268,873.20
July 25, 2014................... 17,080,613.08                   4,196,977.06
August 25, 2014................. 16,654,037.86                   4,125,989.94
September 25, 2014.............. 16,237,813.29                   4,055,909.29
October 25, 2014................ 15,831,693.01                   3,986,732.16
November 25, 2014............... 15,435,436.43                   3,918,455.29
December 25, 2014............... 15,048,808.62                   3,851,075.09
January 25, 2015................ 14,671,580.17                   3,784,587.64
February 25, 2015............... 14,303,527.06                   3,718,988.74
March 25, 2015.................. 13,944,430.54                   3,654,273.91
April 25, 2015.................. 13,594,077.01                   3,590,438.37
May 25, 2015.................... 13,252,257.87                   3,527,477.15
June 25, 2015................... 12,918,769.45                   3,465,385.00
July 25, 2015................... 12,593,412.85                   3,404,156.47
August 25, 2015................. 12,275,993.89                   3,343,785.84
September 25, 2015.............. 11,966,322.92                   3,284,267.28
October 25, 2015................ 11,664,214.77                   3,225,594.72
November 25, 2015............... 11,369,488.64                   3,167,761.91
December 25, 2015............... 11,081,967.99                   3,110,762.44
January 25, 2016................ 10,801,480.42                   3,054,589.78
February 25, 2016............... 10,527,857.61                   2,999,237.22
March 25, 2016.................. 10,260,935.21                   2,944,697.92
April 25, 2016.................. 10,000,552.73                   2,890,964.94
May 25, 2016.................... 9,746,553.49                    2,838,031.18
June 25, 2016................... 9,498,784.49                    2,785,889.47
July 25, 2016................... 9,257,096.35                    2,734,532.53
August 25, 2016................. 9,021,343.19                    2,683,953.01
September 25, 2016.............. 8,791,382.62                    2,634,143.44
October 25, 2016................ 8,567,075.57                    2,585,096.32
November 25, 2016............... 8,348,286.29                    2,536,804.03
December 25, 2016............... 8,134,882.21                    2,489,258.93
January 25, 2017................ 7,926,733.91                    2,442,453.33
February 25, 2017............... 7,723,715.04                    2,396,379.44
March 25, 2017.................. 7,525,702.20                    2,351,029.51




<PAGE>




April 25, 2017.................. $7,332,574.96                   $2,306,395.68
May 25, 2017.................... 7,144,215.69                    2,262,470.11
June 25, 2017................... 6,960,509.59                    2,219,244.91
July 25, 2017................... 6,781,344.55                    2,176,712.17
August 25, 2017................. 6,606,611.12                    2,134,863.98
September 25, 2017.............. 6,436,202.45                    2,093,692.42
October 25, 2017................ 6,270,014.21                    2,053,189.55
November 25, 2017............... 6,107,944.56                    2,013,347.45
December 25, 2017............... 5,949,894.07                    1,974,158.18
January 25, 2018................ 5,795,765.65                    1,935,613.84
February 25, 2018............... 5,645,464.54                    1,897,706.50
March 25, 2018.................. 5,498,898.21                    1,860,428.28
April 25, 2018.................. 5,355,976.34                    1,823,771.31
May 25, 2018.................... 5,216,610.75                    1,787,727.72
June 25, 2018................... 5,080,715.35                    1,752,289.69
July 25, 2018................... 4,948,206.10                    1,717,449.43
August 25, 2018................. 4,819,000.96                    1,683,199.16
September 25, 2018.............. 4,693,019.84                    1,649,531.14
October 25, 2018................ 4,570,184.55                    1,616,437.67
November 25, 2018............... 4,450,418.76                    1,583,911.10
December 25, 2018............... 4,333,647.96                    1,551,943.82
January 25, 2019................ 4,219,799.42                    1,520,528.22
February 25, 2019............... 4,108,802.14                    1,489,656.78
March 25, 2019.................. 4,000,586.80                    1,459,322.01
April 25, 2019.................. 3,895,085.74                    1,429,516.49
May 25, 2019.................... 3,792,232.92                    1,400,232.80
June 25, 2019................... 3,691,963.87                    1,371,463.63
July 25, 2019................... 3,594,215.64                    1,343,201.69
August 25, 2019................. 3,498,926.82                    1,315,439.74
September 25, 2019.............. 3,406,037.42                    1,288,170.63
October 25, 2019................ 3,315,488.93                    1,261,387.23
November 25, 2019............... 3,227,224.20                    1,235,082.50
December 25, 2019............... 3,141,187.46                    1,209,249.43
January 25, 2020................ 3,057,324.28                    1,183,881.08
February 25, 2020............... 2,975,581.53                    1,158,970.59
March 25, 2020.................. 2,895,907.34                    1,134,511.14
April 25, 2020.................. 2,818,251.08                    1,110,496.00
May 25, 2020.................... 2,742,563.35                    1,086,918.46
June 25, 2020................... 2,668,795.93                    1,063,771.91
July 25, 2020................... 2,596,901.73                    1,041,049.80
August 25, 2020................. 2,526,834.81                    1,018,745.65
September 25, 2020.............. 2,458,550.34                    996,853.02
October 25, 2020................ 2,392,004.55                    975,365.56
November 25, 2020............... 2,327,154.72                    954,276.99




<PAGE>




December 25, 2020............... 2,263,959.16                    933,581.08
January 25, 2021................ 2,202,377.17                    913,271.69
February 25, 2021............... 2,142,369.06                    893,342.70
March 25, 2021.................. 2,083,896.05                    873,788.13
April 25, 2021.................. 2,026,920.33                    854,602.01
May 25, 2021.................... 1,971,404.97                    835,778.47
June 25, 2021................... $1,917,313.96                   $817,311.68
July 25, 2021................... 1,864,612.12                    799,195.91
August 25, 2021................. 1,813,265.14                    781,425.48
September 25, 2021.............. 1,763,239.54                    763,994.77
October 25, 2021................ 1,714,502.64                    746,898.25
November 25, 2021............... 1,667,022.53                    730,130.45
December 25, 2021............... 1,620,768.11                    713,685.95
January 25, 2022................ 1,575,708.99                    697,559.43
February 25, 2022............... 1,531,815.55                    681,745.59
March 25, 2022.................. 1,489,058.84                    666,239.27
April 25, 2022.................. 1,447,410.66                    651,035.29
May 25, 2022.................... 1,406,843.45                    636,128.62
June 25, 2022................... 1,367,330.34                    621,514.23
July 25, 2022................... 1,328,845.11                    607,187.20
August 25, 2022................. 1,291,362.16                    593,142.64
September 25, 2022.............. 1,254,856.53                    579,375.75
October 25, 2022................ 1,219,303.84                    565,881.81
November 25, 2022............... 1,184,680.32                    552,656.11
December 25, 2022............... 1,150,962.77                    539,694.06
January 25, 2023................ 1,118,128.56                    526,991.11
February 25, 2023............... 1,086,155.59                    514,542.76
March 25, 2023.................. 1,055,022.33                    502,344.59
April 25, 2023.................. 1,024,707.73                    490,392.25
May 25, 2023.................... 995,191.28                      478,681.45
June 25, 2023................... 966,452.98                      467,207.92
July 25, 2023................... 938,473.28                      455,967.51
August 25, 2023................. 911,233.13                      444,956.10
September 25, 2023.............. 884,713.94                      434,169.63
October 25, 2023................ 858,897.58                      423,604.11
November 25, 2023............... 833,766.35                      413,255.58
December 25, 2023............... 809,302.99                      403,120.18
January 25, 2024................ 785,490.64                      393,194.10
February 25, 2024............... 762,312.89                      383,473.54
March 25, 2024.................. 739,753.70                      373,954.82
April 25, 2024.................. 717,797.44                      364,634.28
May 25, 2024.................... 696,428.84                      355,508.32
June 25, 2024................... 675,633.04                      346,573.40
July 25, 2024................... 655,395.50                      337,826.03




<PAGE>




August 25, 2024................. 635,702.07                      329,262.78
September 25, 2024.............. 616,538.93                      320,880.28
October 25, 2024................ 597,892.61                      312,675.18
November 25, 2024............... 579,749.96                      304,644.21
December 25, 2024............... 562,098.16                      296,784.16
January 25, 2025................ 544,924.70                      289,091.84
February 25, 2025............... 528,217.38                      281,564.14
March 25, 2025.................. 511,964.30                      274,197.98
April 25, 2025.................. 496,153.86                      266,990.32
May 25, 2025.................... 480,774.72                      259,938.22
June 25, 2025................... 465,815.85                      253,038.72
July 25, 2025................... 451,266.48                      246,288.96
August 25, 2025................. $437,116.11                     $239,686.09
September 25, 2025.............. 423,354.48                      233,227.34
October 25, 2025................ 409,971.61                      226,909.95
November 25, 2025............... 396,957.75                      220,731.23
December 25, 2025............... 384,303.40                      214,688.53
January 25, 2026................ 371,999.28                      208,779.24
February 25, 2026............... 360,036.36                      203,000.80
March 25, 2026.................. 348,405.82                      197,350.68
April 25, 2026.................. 337,099.07                      191,826.40
May 25, 2026.................... 326,107.71                      186,425.53
June 25, 2026................... 315,423.58                      181,145.67
July 25, 2026................... 305,038.71                      175,984.45
August 25, 2026................. 294,945.31                      170,939.57
September 25, 2026.............. 285,135.81                      166,008.74
October 25, 2026................ 275,602.81                      161,189.74
November 25, 2026............... 266,339.11                      156,480.35
December 25, 2026............... 257,337.68                      151,878.41
January 25, 2027................ 248,591.67                      147,381.80
February 25, 2027............... 240,094.39                      142,988.44
March 25, 2027.................. 231,839.32                      138,696.27
April 25, 2027.................. 223,820.12                      134,503.28
May 25, 2027.................... 216,030.60                      130,407.47
June 25, 2027................... 208,464.71                      126,406.91
July 25, 2027................... 201,116.56                      122,499.70
August 25, 2027................. 193,980.43                      118,683.93
September 25, 2027.............. 187,050.71                      114,957.78
October 25, 2027................ 180,321.95                      111,319.43
November 25, 2027............... 173,788.82                      107,767.10
December 25, 2027............... 167,446.16                      104,299.04
January 25, 2028................ 161,288.90                      100,913.53
February 25, 2028............... 155,312.12                      97,608.89
March 25, 2028.................. 149,511.01                      94,383.47




<PAGE>




April 25, 2028.................. 143,880.90                      91,235.62
May 25, 2028.................... 138,417.22                      88,163.77
June 25, 2028................... 133,115.53                      85,166.34
July 25, 2028................... 127,971.49                      82,241.79
August 25, 2028................. 122,980.88                      79,388.61
September 25, 2028.............. 118,139.57                      76,605.32
October 25, 2028................ 113,443.56                      73,890.46
November 25, 2028............... 108,888.93                      71,242.61
December 25, 2028............... 104,471.88                      68,660.34
January 25, 2029................ 100,188.68                      66,142.31
February 25, 2029............... 96,035.72                       63,687.14
March 25, 2029.................. 92,009.47                       61,293.51
April 25, 2029.................. 88,106.48                       58,960.13
May 25, 2029.................... 84,323.42                       56,685.70
June 25, 2029................... 80,657.01                       54,468.98
July 25, 2029................... 77,104.07                       52,308.75
August 25, 2029................. 73,661.51                       50,203.79
September 25, 2029.............. 70,326.29                       48,152.92
October 25, 2029................ $67,095.49                      $46,154.97
November 25, 2029............... 63,966.22                       44,208.81
December 25, 2029............... 60,935.71                       42,313.31
January 25, 2030................ 58,001.22                       40,467.39
February 25, 2030............... 55,160.10                       38,669.97
March 25, 2030.................. 52,409.78                       36,919.98
April 25, 2030.................. 49,747.72                       35,216.40
May 25, 2030.................... 47,171.49                       33,558.21
June 25, 2030................... 44,678.70                       31,944.40
July 25, 2030................... 42,267.00                       30,374.02
August 25, 2030................. 39,934.15                       28,846.10
September 25, 2030.............. 37,677.93                       27,359.70
October 25, 2030................ 35,496.20                       25,913.89
November 25, 2030............... 33,386.85                       24,507.79
December 25, 2030............... 31,347.85                       23,140.50
January 25, 2031................ 29,377.21                       21,811.15
February 25, 2031............... 27,473.00                       20,518.90
March 25, 2031.................. 25,633.34                       19,262.90
April 25, 2031.................. 23,856.38                       18,042.34
May 25, 2031.................... 22,140.34                       16,856.44
June 25, 2031................... 20,483.49                       15,704.38
July 25, 2031................... 18,884.12                       14,585.41
August 25, 2031................. 17,340.59                       13,498.77
September 25, 2031.............. 15,851.28                       12,443.73
October 25, 2031................ 14,414.65                       11,419.55
November 25, 2031............... 13,029.16                       10,425.53




<PAGE>




December 25, 2031............... 11,693.33                       9,460.97
January 25, 2032................ 10,405.72                       8,525.20
February 25, 2032............... 9,164.93                        7,617.52
March 25, 2032.................. 7,969.58                        6,737.31
April 25, 2032.................. 6,818.34                        5,883.92
May 25, 2032.................... 5,709.92                        5,056.71
June 25, 2032................... 4,643.06                        4,255.07
July 25, 2032................... 3,616.52                        3,478.41
August 25, 2032................. 2,629.12                        2,726.13
September 25, 2032.............. 1,679.69                        1,997.64
October 25, 2032................ 767.10                          1,292.39
November 25, 2032............... 0.00                            500.06
December 25, 2032............... 0.00                            184.02
January 25, 3033 and thereafter. 0.00                            0.00




<PAGE>



                                   EXHIBIT R-1

                          FORM OF FORM 10-K CERTIFICATE

        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  March 1,  2003 (the  "Agreement")  among  Residential  Funding
Mortgage  Securities I, Inc. (the "Company"),  Residential  Funding  Corporation
(the  "Master   Servicer")  and  Deutsche  Bank  Trust  Company   Americas  (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 this annual report;

        3. Based on my  knowledge,  the  servicing  information  required  to be
provided to the Trustee by the Master Servicer under the Agreement for inclusion
in these reports is included in these reports;

        4. I am responsible for reviewing the activities performed by the Master
Servicer  under  the  Agreement  and  based  upon my  knowledge  and the  annual
compliance  review required under the Agreement,  and except as disclosed in the
report,  the Master Servicer has fulfilled its obligations  under the Agreement;
and

        5. The reports  disclose all  significant  deficiencies  relating to the
Master Servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public  accountant,  after conducting a review
in compliance with the Uniform Single  Attestation  Program for Mortgage Bankers
as set forth in the Agreement, that is included in these reports.

        In giving the  certifications  above,  I have  reasonably  relied on the
information provided to me by the following unaffiliated parties: [the Trustee].

Date:____________

_________________________________*
[Signature]
Name:
Title:

* - to be signed by the senior  officer in charge of the servicing  functions of
the Master Servicer



<PAGE>


                                   EXHIBIT R-2

                    FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

        The  undersigned,  a Responsible  Officer of Deutsche Bank Trust Company
Americas (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 March 1, 2003 (the "Agreement") by and among Residential Funding
Mortgage  Securities I, Inc. (the "Company"),  Residential  Funding  Corporation
(the "Master  Servicer")  and the Trustee in  accordance  with the standards set
forth therein.

        2. Based on my knowledge, the list of Certificateholders as shown on the
Certificate  Register as of the end of the calendar year that is provided by the
Trustee  pursuant to 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:


<PAGE>