RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                          Depositor,

                               RESIDENTIAL FUNDING CORPORATION,

                                       Master Servicer,

                                             and

                                     JPMORGAN CHASE BANK

                                           Trustee




                               POOLING AND SERVICING AGREEMENT

                                 Dated as of December 1, 2001




                       Mortgage Asset-Backed Pass-Through Certificates

                                       Series 2001-RM2




<PAGE>

<TABLE>
<CAPTION>


                                      TABLE OF CONTENTS

                                                                                          Page


ARTICLE I

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

ARTICLE II

        CONVEYANCE OF MORTGAGE LOANS;
        ORIGINAL ISSUANCE OF CERTIFICATES...................................................43
        Section  2.01 Conveyance of Mortgage Loans..........................................43
        Section  2.02 Acceptance by Trustee.................................................46
        Section  2.03 Representations, Warranties and Covenants of the Master Servicer
                      and the Depositor.....................................................48
        Section  2.04 Representations and Warranties of Residential Funding.................50
        Section  2.05 Execution and Authentication of Certificates; Conveyance of
                      Uncertificated REMIC Regular Interests................................52

ARTICLE III

        ADMINISTRATION AND SERVICING
        OF MORTGAGE LOANS...................................................................54
        Section  3.01 Master Servicer to Act as Servicer....................................54
        Section  3.02 Subservicing Agreements Between Master Servicer and
                      Subservicers; Enforcement of Subservicers' Obligations; Special
                      Servicing.............................................................55
        Section  3.03 Successor Subservicers................................................57
        Section  3.04 Liability of the Master Servicer......................................57
        Section  3.05 No Contractual Relationship Between Subservicer and Trustee
                      or Certificateholders.................................................57
        Section  3.06 Assumption or Termination of Subservicing Agreements by Trustee.......58
        Section  3.07 Collection of Certain Mortgage Loan Payments; Deposits to
                      Custodial Account.....................................................58
        Section  3.08 Subservicing Accounts; Servicing Accounts.............................60
        Section  3.09 Access to Certain Documentation and Information Regarding the
                      Mortgage Loans........................................................62
        Section  3.10 Permitted Withdrawals from the Custodial Account......................62
        Section  3.11 Maintenance of Primary Insurance Coverage.............................64
        Section  3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....65


                                              i

<PAGE>



        Section  3.13 Enforcement of Due-on-Sale Clauses; Assumption and
                      Modification Agreements; Certain Assignments..........................66
        Section  3.14 Realization Upon Defaulted Mortgage Loans.............................68
        Section  3.15 Trustee to Cooperate; Release of Mortgage Files.......................71
        Section  3.16 Servicing and Other Compensation; Compensating Interest...............72
        Section  3.17 Reports to the Trustee and the Depositor..............................74
        Section  3.18 Annual Statement as to Compliance.....................................74
        Section  3.19 Annual Independent Public Accountants' Servicing Report...............74
        Section  3.20 Right of the Depositor in Respect of the Master Servicer..............75

ARTICLE IV

        PAYMENTS TO CERTIFICATEHOLDERS......................................................76
        Section  4.01 Certificate Account...................................................76
        Section  4.02 Distributions.........................................................76
        Section  4.03 Statements to Certificateholders......................................84
        Section  4.04 Distribution of Reports to the Trustee and the Depositor; Advances
                      by the Master Servicer................................................86
        Section  4.05 Allocation of Realized Losses.........................................87
        Section  4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.........89
        Section  4.07 Optional Purchase of Defaulted Mortgage Loans.........................89
        Section  4.08 Distributions on the Uncertificated REMIC I Regular Interests.........90

ARTICLE V

        THE CERTIFICATES....................................................................91
        Section  5.01 The Certificates......................................................91
        Section  5.02 Registration of Transfer and Exchange of Certificates.................93
        Section  5.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................98
        Section  5.04 Persons Deemed Owners.................................................98
        Section  5.05 Appointment of Paying Agent...........................................99

ARTICLE VI

        THE DEPOSITOR AND THE MASTER SERVICER..............................................100
        Section  6.01 Respective Liabilities of the Depositor and the Master Servicer......100
        Section  6.02 Merger or Consolidation of the Depositor or the Master Servicer;
                      Assignment of Rights and Delegation of Duties by Master Servicer.....100
        Section  6.03 Limitation on Liability of the Depositor, the Master Servicer and
                      Others...............................................................101
        Section  6.04 Depositor and Master Servicer Not to Resign..........................102



                                              ii

<PAGE>



ARTICLE VII

        DEFAULT............................................................................103
        Section  7.01 Events of Default....................................................103
        Section  7.02 Trustee or Depositor to Act; Appointment of Successor................105
        Section  7.03 Notification to Certificateholders...................................106
        Section  7.04 Waiver of Events of Default..........................................106

ARTICLE VIII

        CONCERNING THE TRUSTEE.............................................................107
        Section  8.01 Duties of Trustee....................................................107
        Section  8.02 Certain Matters Affecting the Trustee................................109
        Section  8.03 Trustee Not Liable for Certificates or Mortgage Loans................110
        Section  8.04 Trustee May Own Certificates.........................................111
        Section  8.05 Master Servicer to Pay Trustee's Fees and Expenses;
                      Indemnification......................................................111
        Section  8.06 Eligibility Requirements for Trustee.................................112
        Section  8.07 Resignation and Removal of the Trustee...............................112
        Section  8.08 Successor Trustee....................................................113
        Section  8.09 Merger or Consolidation of Trustee...................................114
        Section  8.10 Appointment of Co-Trustee or Separate Trustee........................114
        Section  8.11 Appointment of Custodians............................................115
        Section  8.12 Appointment of Office or Agency......................................115

ARTICLE IX

        TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES...............................116
        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................................................116
        Section  9.02 Additional Termination Requirements..................................119

ARTICLE X

        REMIC PROVISIONS...................................................................120
        Section  10.01REMIC Administration.................................................120
        Section  10.02Master Servicer, REMIC Administrator and Trustee Indemnification.....124

ARTICLE XI

        MISCELLANEOUS PROVISIONS...........................................................125
        Section  11.01Amendment............................................................125


                                             iii

<PAGE>



        Section  11.02Recordation of Agreement; Counterparts...............................127
        Section  11.03Limitation on Rights of Certificateholders...........................128
        Section  11.04Governing Law........................................................129
        Section  11.05Notices..............................................................129
        Section  11.06Notices to Rating Agencies...........................................129
        Section  11.07Severability of Provisions...........................................130
        Section  11.08Supplemental Provisions for Resecuritization.........................130



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



</TABLE>

                                              iv

<PAGE>



        This Pooling and Servicing Agreement,  effective as of December 1, 2001,
among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor (together with
its permitted  successors and assigns,  the  "Depositor"),  RESIDENTIAL  FUNDING
CORPORATION,  as master  servicer  (together  with its permitted  successors and
assigns,  the "Master  Servicer"),  and JPMORGAN  CHASE BANK, a New York banking
corporation, as trustee (together with its permitted successors and assigns, the
"Trustee").

                                    PRELIMINARY STATEMENT:

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

                                     REMIC I

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


                                      UNCERTIFICATED REMIC I  LATEST POSSIBLE
    DESIGNATION    PASS-THROUGH RATE     PRINCIPAL BALANCE     MATURITY DATE
        LT-I          Variable(1)      $80,506,500.00         May 25, 2031
      LT-I-AV         Variable(1)      $0.00                  May 25, 2031
      LT-I-AP         Variable(1)      $3,267,490.44          May 25, 2031


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

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

                                           REMIC II

        As provided  herein,  the REMIC  Administrator  will make an election to
treat the segregated pool of assets consisting of the Group II Loans and certain
other related assets subject to this Agreement as a REMIC for federal income tax
purposes,  and such  segregated pool of assets will be designated as "REMIC II."
The  Class  R-II  Certificates  will  represent  the  sole  class  of  "residual
interests" in REMIC II for purposes of the REMIC Provisions under federal income
tax law. The


                                              1

<PAGE>



following table  irrevocably  sets forth the  designation,  remittance rate (the
"Uncertificated   REMIC  II  Pass-Through  Rate")  and  initial   Uncertificated
Principal Balance for the "regular  interest" in REMIC II (the "REMIC II Regular
Interest").  The "latest possible maturity date" (determined solely for purposes
of satisfying Treasury regulation Section  1.860G-1(a)(4)(iii)) for the REMIC II
Regular  Interest  shall be the  Distribution  Date following the last scheduled
monthly  payment of the Group II Mortgage Loans.  The REMIC II Regular  Interest
will not be certificated.





                                    UNCERTIFICATED REMIC II      LATEST POSSIBLE
    DESIGNATION  PASS-THROUGH RATE     PRINCIPAL BALANCE          MATURITY DATE
       LT-II        Variable(1)     $79,898,800.00               June 25, 2031


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

                                          REMIC III

            As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets  consisting of the REMIC I Regular Interests
and the REMIC II  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 III." The Class R-III  Certificates will represent the sole
class of "residual  interests" in REMIC III for purposes of the REMIC Provisions
under federal  income tax law. The following  table  irrevocably  sets forth the
designation,  remittance rate (the "Uncertificated REMIC III Pass-Through Rate")
and initial Uncertificated Principal Balance for each of the "regular interests"
in REMIC III (the "REMIC III 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  III  Regular   Interest  shall  be  the
Distribution  Date following the last scheduled  monthly  payment of the Group I
Mortgage  Loans and the Group II Mortgage  Loans.  None of the REMIC III Regular
Interests will be certificated.

<TABLE>
<CAPTION>


                                          Aggregate Initial Features    Maturity Date  Initial Ratings
                                          Certificate
 Designation      Type    Pass-Through RatPrincipal Balance
--------------------------------------------------------------------------------------------------------

                                                                                       Fitch  Moody's

<S>                            <C>        <C>                               <C> <C>
  Class A-I      Senior        7.00%      $ 75,249,800.00    Senior     May 25, 2031    AAA      Aaa
  Class AP-I     Senior        0.00%      $  3,267,490.00 Senior/InteresMay 25, 2031    AAA      Aaa

  Class AV-I     Senior   Variable Rate(1)$          0.00 Senior/InteresMay 25, 2031    AAA      Aaa

  Class A-II     Senior   Adjustable Rate($)77,087,900.00    Senior     June 25, 2031   AAA      Aaa
  Class R-I     Residual       7.00%      $        100.00 Senior/ResiduaMay 25, 2031    AAA      Aaa



                                              2

<PAGE>




  Class R-II    Residual  Adjustable Rate($)          100.Senior/ResiduaJune 25, 2031   AAA      Aaa
 Class R-III    Residual       7.00%      $           100.Senior/ResiduaMay 25, 2031    AAA      Aaa
 Class M-I-1   Mezzanine       7.00%      $     1,822,600.00Mezzanine   May 25, 2031     AA      Aa2
 Class M-I-2   Mezzanine       7.00%      $     1,483,900.00Mezzanine   May 25, 2031     A       A2

 Class M-I-3   Mezzanine       7.00%      $       932,700.00Mezzanine   May 25, 2031    BBB     Baa2

 Class M-II-1  Mezzanine  Adjustable Rate($)    1,004,200.00Mezzanine   June 25, 2031    AA      Aa2

 Class M-II-2  Mezzanine  Adjustable Rate($)      803,000.00Mezzanine   June 25, 2031    A       A2

 Class M-II-3  Mezzanine  Adjustable Rate($)      401,500.00Mezzanine   June 25, 2031   BBB     Baa2

 Class B-I-1   Subordinate     7.00%      $       593,500.0Subordinate  May 25, 2031     BB      Ba2

 Class B-I-2   Subordinate     7.00%      $       424,000.0Subordinate  May 25, 2031     B       B2

 Class B-I-3   Subordinate     7.00%      $     1,017,425.4Subordinate  May 25, 2031    N/R      N/R

 Class B-II-1  SubordinateAdjustable Rate($)      401,500.0Subordinate  June 25, 2031    BB      Ba2

 Class B-II-2  SubordinateAdjustable Rate($)      200,800.0Subordinate  June 25, 2031    B       B2

 Class B-II-3  SubordinateAdjustable Rate($)      401,496.7Subordinate  June 25, 2031   N/R      N/R
</TABLE>

----------
(1) The Pass-Through  Rate for the Class AV-I  Certificates will be equal to the
excess of the weighted  average of the Net  Mortgage  Rate of each Group I Loans
over 7.00%.

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

        The Group I Loans have an aggregate Cut-off Date Principal Balance equal
to  approximately  $84,791,615.84.  The  Group I  Loans  are  fixed-rate,  fully
amortizing, first lien mortgage loans having terms to maturity at origination of
generally not more than 30 years.  The Group II Loans have an aggregate  Cut-off
Date Principal Balance equal to approximately $80,300,496.75. The Group II Loans
are adjustable-rate, fully amortizing, first lien mortgage loans having terms to
maturity at origination of generally not more than 30 years.

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


                                              3

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

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

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

        Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class of Certificates (other than the Class AP-I 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 (or in the case of the first  Distribution Date,
the Cut-off Date).  Accrued Certificate Interest will be calculated on the basis
of a 360-day  year,  consisting of twelve  30-day  months.  In each case Accrued
Certificate  Interest  on any Class of  Certificates  (other than the Class AP-I
Certificates) will be reduced by the amount of:

               (i) Prepayment  Interest  Shortfalls on the Mortgage Loans in the
        related Loan Group (to the extent not offset by the Master Servicer with
        a payment of Compensating Interest as provided in Section 4.01),

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

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

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


                                              4

<PAGE>



        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.

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

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

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

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

        Amount Held for Future  Distribution:  As to any Distribution  Date, the
total of the amounts held in the  Custodial  Account at the close of business on
the  preceding  Determination  Date  on  account  of (i)  Liquidation  Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to  Section  2.02,  2.03,  2.04 or 4.07 and  Mortgage  Loan  substitutions  made
pursuant  to  Section  2.03  or 2.04  received  or  made  in the  month  of such
Distribution Date (other than such Liquidation Proceeds,  Insurance Proceeds and
purchases  of Mortgage  Loans that the Master  Servicer  has deemed to have been
received in the  preceding  month in accordance  with Section  3.07(b)) and (ii)
payments which  represent  early receipt of scheduled  payments of principal and
interest  due on a date or dates  subsequent  to the Due Date in the related Due
Period.

        Appraised  Value: As to any Mortgaged  Property,  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.



                                              5

<PAGE>



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

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

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

        Bankruptcy 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  "JPMorgan  Chase Bank,  as
trustee,  in trust for the  registered  holders of  Residential  Asset  Mortgage
Products,  Inc.,  Mortgage  Asset-Backed   Pass-Through   Certificates,   Series
2001-RM2" and which must be an Eligible Account.

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


                                              6

<PAGE>



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

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

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

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

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

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


                                              7

<PAGE>



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

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

        Class AP-I 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).

        Class AP-I Principal Distribution Amount:  As defined in Section 4.02.

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

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

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

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

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

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

     Class B-I-3 Certificate:  Any one of the Class B-I-3 Certificates  executed
by the Trustee and


                                              8

<PAGE>



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 III for purposes of the REMIC Provisions.

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

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

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

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

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

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

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

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

     Class M-I-3 Certificate:  Any one of the Class M-I-3 Certificates  executed
by the Trustee and authenticated by the Certificate  Registrar  substantially in
the form annexed hereto as Exhibit B,


                                              9

<PAGE>



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

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

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

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

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

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

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

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

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

        Closing Date: December 28, 2001.
        ------------


                                              10

<PAGE>



        Code: The Internal Revenue Code of 1986.
        ----

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

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

        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 450 West 33rd Street,  14th Floor,  New York,  New York
10001, Attention: RAMPI, Series 2001-RM2.

        Corresponding Certificate:  With respect to (i) REMIC I Regular Interest
LT-I,  (ii) REMIC I Regular  Interest  LT-I-AV,  (iii) REMIC I Regular  Interest
LT-I-AP  and  (iv)  REMIC  II  Regular   Interest  LT-II,   the  (i)  Class  A-I
Certificates,  Class R-III  Certificates,  Class M-I  Certificates and Class B-I
Certificates;  (ii) Class AV-I Certificates;  (iii) Class AP-I Certificates, and
(iv)  Class  A-II   Certificates,   Class  M-II   Certificates  and  Class  B-II
Certificates, respectively.

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

     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.



                                              11

<PAGE>



        Cut-off Date: December 1, 2001.

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

        Cut-off Date  Principal  Balance:  As to any Mortgage  Loan,  the unpaid
principal  balance  thereof  at the  Cut-off  Date  after  giving  effect to all
installments  of principal  due on or prior  thereto (or due during the month of
December 2001), 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 next  following  monthly
scheduled due date. The  determination  as to whether a Mortgage Loan falls into
these categories is made as of the close of business on the last business day of
each  month.  For  example,  a Mortgage  Loan with a payment  due on July 1 that
remained  unpaid  as of the  close  of  business  on  August  31  would  then be
considered to be 30 to 59 days  delinquent.  Delinquency  information  as of the
Cut-off Date is determined  and prepared as of the close of business on the last
business day immediately prior to the Cut-off Date.

        Depository:  The Depository Trust Company,  or any successor  Depository
hereafter  named.  The  nominee  of  the  initial  Depository  for  purposes  of
registering those Certificates that are to be Book-Entry  Certificates is Cede &
Co. The Depository shall at all times be a "clearing  corporation" as defined in
Section  8-102(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


                                              12

<PAGE>



deposited with the Depository.

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

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

        Discount  Fraction:  With respect to each Discount  Mortgage  Loan,  the
fraction  expressed as a percentage,  the numerator of which is 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 R attached hereto.

        Discount  Mortgage Loan: Any Group I 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:  With respect to any Group I Loan,  7.00% 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  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


                                              13

<PAGE>



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 Bank
One,  National  Association,  or (v) an  account  or  accounts  of a  depository
institution  acceptable  to each Rating  Agency (as evidenced in writing by each
Rating  Agency  that use of any such  account  as the  Custodial  Account or the
Certificate  Account  will  not  reduce  the  rating  assigned  to any  Class of
Certificates by such Rating Agency below the lower of the then-current rating or
the rating  assigned to such  Certificates as of the Closing Date by such Rating
Agency).

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


                                              14

<PAGE>



        Event of Default: As defined in Section 7.01.

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

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

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

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

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



                                              15

<PAGE>



     (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.
        ---

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

        Final  Scheduled   Distribution  Date:  With  respect  to  the  Group  I
Certificates, May 25, 2031, and with respect to the Group II Certificates,  June
25,  2031.  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


                                              16

<PAGE>



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

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

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

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


                                              17

<PAGE>



(ii)-(x), inclusive, of Section 3.10(a).

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

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

        Group I Cut-off Date Balance: $84,791,615.84.

        Group II Cut-off Date Balance: $80,300,496.75.

        Group I Fraud Loss  Amount:  As of any date of  determination  after the
Cut-off Date prior to the third anniversary of the Cut-off Date, an amount equal
to 1.00% of the aggregate  outstanding  principal  balance of all of the Group I
Loans as of the Cut-off Date minus the  aggregate  amount of Fraud Losses on the
Group I Loans allocated through  Subordination,  in accordance with Section 4.05
since the Cut-off Date up to such date of determination.  On and after the third
anniversary of the Cut-off Date the Group I Fraud Loss Amount shall be zero. The
Group  I Fraud  Loss  Amount  may be  further  reduced  by the  Master  Servicer
(including  accelerating the manner in which such coverage is reduced)  provided
that prior to any such  reduction,  the Master Servicer shall (i) obtain written
confirmation  from each Rating Agency that such  reduction  shall not reduce the
rating  assigned to the Group I Senior  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.

        Group II Fraud Loss Amount:  As of any date of  determination  after the
Cut-off Date prior to the third anniversary of the Cut-off Date, an amount equal
to 1.00% of the aggregate  outstanding  principal balance of all of the Group II
Loans as of the Cut-off Date minus the  aggregate  amount of Fraud Losses on the
Group II Loans allocated through Subordination,  in accordance with Section 4.05
since the Cut-off Date up to such date of determination.  On and after the third
anniversary  of the Cut-off  Date the Group II Fraud Loss Amount  shall be zero.
The Group II Fraud Loss  Amount may be  further  reduced by the Master  Servicer
(including  accelerating the manner in which such coverage is reduced)  provided
that prior to any such  reduction,  the Master Servicer shall (i) obtain written
confirmation  from each Rating Agency that such  reduction  shall not reduce the
rating assigned to the Group II Senior  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.

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

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


                                              18

<PAGE>




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

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

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

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

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

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

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

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

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

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


                                              19

<PAGE>



thereafter)  after the Closing  Date are less than 30%,  35%,  40%,  45% or 50%,
respectively,  of the sum of the Initial  Certificate  Principal Balances of the
related Subordinate Certificates or

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

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

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

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

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

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

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

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

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



                                              20

<PAGE>



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

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

        Group I Special Hazard Amount:  As of any  Distribution  Date, an amount
equal to $3,705,365  minus the sum of (i) the aggregate amount of Special Hazard
Losses  allocated to the Group I Loans through  Subordination in accordance with
Section 4.05 and (ii) the Adjustment  Amount (as defined below) as most recently
calculated.  For each  anniversary of the Cut-off Date, the "Adjustment  Amount"
shall  be  equal to the  amount,  if any,  by which  the  amount  calculated  in
accordance with the preceding  sentence  (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greatest of (i) twice
the  outstanding  principal  balance  of the Group I Loan  that has the  largest
outstanding  principal  balance on the Distribution  Date immediately  preceding
such  anniversary,  (ii) the  product  of 1.00%  multiplied  by the  outstanding
principal  balance  of all Group I Loans on the  Distribution  Date  immediately
preceding such anniversary and (iii) the aggregate outstanding principal balance
(as of the immediately preceding  Distribution Date) of the Group I Loans in any
single  five-digit  California  zip code area with the largest amount of Group I
Loans by aggregate principal balance as of such anniversary.

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

        Group II Special Hazard Amount:  As of any Distribution  Date, an amount
equal to $2,682,090  minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Group II Loans through  Subordination in accordance with
Section 4.05 and (ii) the Adjustment  Amount (as defined below) as most recently
calculated.  For each  anniversary of the Cut-off Date, the "Adjustment  Amount"
shall  be  equal to the  amount,  if any,  by which  the  amount  calculated  in
accordance with the preceding  sentence  (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greatest of (i) twice
the  outstanding  principal  balance  of the Group II Loan that has the  largest
outstanding principal balance on the Distribution Date


                                              21

<PAGE>



immediately preceding such anniversary,  (ii) the product of 1.00% multiplied by
the outstanding principal balance of all Group II Loans on the Distribution Date
immediately  preceding  such  anniversary  and (iii) the  aggregate  outstanding
principal  balance (as of the immediately  preceding  Distribution  Date) of the
Group  II Loans in any  single  five-digit  California  zip code  area  with the
largest  amount  of Group II Loans by  aggregate  principal  balance  as of such
anniversary.

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

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

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

        Group I Subordinate  Principal  Distribution Amount: With respect to any
Distribution  Date and each Class of Group I Subordinate  Certificates,  (a) the
sum of (i)  the  product  of (x)  the  Class's  pro  rata  share,  based  on the
Certificate  Principal Balance of each such Class then outstanding,  and (y) the
aggregate of the amounts  calculated  for such  Distribution  Date under clauses
(1),  (2) and (3) of Section  4.02(a)(ii)(Y)(A)  (without  giving  effect to the
related  Senior  Percentage)  to the extent not  payable to the  related  Senior
Certificates;  (ii)  such  Class's  pro rata  share,  based  on the  Certificate
Principal  Balance  of each  Class  of  Group I  Subordinate  Certificates  then
outstanding,    of   the    principal    collections    described   in   Section
4.02(a)(ii)(Y)(B)(b)  (without  giving effect to the related Senior  Accelerated
Distribution  Percentage)  to the  extent  such  collections  are not  otherwise
distributed  to the related  Senior  Certificates;  (iii) the product of (x) the
related  Prepayment  Distribution  Percentage  and  (y)  the  aggregate  of  all
Principal  Prepayments  in Full  received in the related  Prepayment  Period and
Curtailments  received in the preceding  calendar  month (other than the related
Discount  Fraction of such Principal  Prepayments in Full and Curtailments  with
respect to a Discount  Mortgage  Loan) to the extent not  payable to the related
Senior Certificates; (iv) if such Class is the Class of Subordinate Certificates
with the Highest Priority,  any related Excess Subordinate  Principal Amount for
such  Distribution  Date to the extent of Eligible  Funds for such  Distribution
Date; and (v) any amounts described in clauses (i), (ii) and (iii) as determined
for any previous Distribution Date, that remain undistributed to the extent that
such amounts are not  attributable  to Realized Losses which have been allocated
to a Class of Group I  Subordinate  Certificates  minus (b) with  respect to the
Class of Subordinate  Certificates with the Lowest Priority,  any related Excess
Subordinate Principal Amount for such Distribution Date; provided, however, that
the Group I Subordinate  Principal  Distribution Amount for any Class of Group I
Subordinate  Certificates on any Distribution  Date shall in no event exceed the
outstanding   Certificate  Principal  Balance  of  such  Class  of  Certificates
immediately prior to such date.

     Group II Subordinate  Principal  Distribution  Amount:  With respect to any
Distribution Date

                                              22

<PAGE>



and each  Class of Group  II  Subordinate  Certificates,  (a) the sum of (i) the
product of (x) the Class's pro rata share,  based on the  Certificate  Principal
Balance  of each such  Class  then  outstanding,  and (y) the  aggregate  of the
amounts  calculated for such Distribution Date under clauses (1), (2) and (3) of
Section   4.02(a)(ii)(Y)(A)   (without  giving  effect  to  the  related  Senior
Percentage) to the extent not payable to the related Senior  Certificates;  (ii)
such Class's pro rata share, based on the Certificate  Principal Balance of each
Class of Group II Subordinate  Certificates then  outstanding,  of the principal
collections described in Section 4.02(a)(ii)(Y)(B)(b)  (without giving effect to
the  related  Senior  Accelerated  Distribution  Percentage)  to the extent such
collections  are not otherwise  distributed to the related Senior  Certificates;
(iii) the product of (x) the related Prepayment  Distribution Percentage and (y)
the  aggregate  of all  Principal  Prepayments  in Full  received in the related
Prepayment Period and Curtailments  received in the preceding calendar month the
extent not payable to the related Senior Certificates; (iv) if such Class is the
Class of Subordinate  Certificates with the Highest Priority, any related Excess
Subordinate  Principal  Amount  for  such  Distribution  Date to the  extent  of
Eligible  Funds for such  Distribution  Date;  and (v) any amounts  described in
clauses (i), (ii) and (iii) as determined  for any previous  Distribution  Date,
that remain  undistributed  to the extent that such amounts are not attributable
to  Realized  Losses  which  have  been  allocated  to a  Class  of  Subordinate
Certificates  minus  (b) with  respect  to the  Class  of  Group II  Subordinate
Certificates with the Lowest Priority,  any related Excess Subordinate Principal
Amount  for  such  Distribution  Date;  provided,  however,  that  the  Group II
Subordinate Principal  Distribution Amount for any Class of Group II Subordinate
Certificates on any  Distribution  Date shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.

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

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

        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 Class AV-I Certificates), the Certificate Principal
Balance of such Class of Certificates as of the


                                              23

<PAGE>



Cut-off Date as set forth in the Preliminary Statement hereto.

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

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

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

        Interim Certificates: As defined in Section 2.02.

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

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

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

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

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

        Loan-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.

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


                                              24

<PAGE>



M-I-3,  Class M-I-2 and Class M-I-1  Certificates,  and (b) with  respect to the
Group II Subordinate  Certificates,  Class B-II-3,  Class B-II-2,  Class B-II-1,
Class M-II-3, Class M-II-2 and Class M-II-1 Certificates.

        Maturity  Date:  With respect to each Class of  Certificates  of regular
interest or Uncertificated  Regular Interest issued by each of REMIC I, REMIC II
and REMIC III, the latest possible maturity date, solely for purposes of Section
1.860G-1(a)(4)(iii)  of the  Treasury  Regulations,  by  which  the  Certificate
Principal  Balance of each such  Class of  Certificates  representing  a regular
interest  in the Trust Fund  would be  reduced to zero,  which is, for each such
regular interest other than the Group I Certificates, May 25, 2031, which is the
Distribution  Date following the maturity of the latest maturing  Mortgage Loan,
and which is for the Group II Certificates, June 25, 2031.

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

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

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

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

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

        MOM  Loan:  With  respect  to any  Mortgage  Loan,  MERS  acting  as the
mortgagee of such Mortgage  Loan,  solely as nominee for the  originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.

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

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

     Mortgage:  With respect to each Mortgage  Note related to a Mortgage  Loan,
the mortgage,


                                              25

<PAGE>



deed of trust or other comparable  instrument creating a first or junior lien on
an estate in fee  simple or  leasehold  interest  in real  property  securing  a
Mortgage Note.

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

        Mortgage Loans:  Such of the mortgage loans  transferred and assigned to
the Trustee  pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule  attached hereto as Exhibit F-1
and Exhibit F-2, and Qualified  Substitute Mortgage Loans held or deemed held as
part of the Trust Fund  including,  without  limitation,  each related  Mortgage
Note, Mortgage and Mortgage File and all rights appertaining thereto.

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

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

               (ii)   [reserved];

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

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

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

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

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

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

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

               (x) a code "T",  "BT" or "CT"  under  the  column  "LN  FEATURE,"
          indicating that


                                              26

<PAGE>



        the  Mortgage  Loan is secured by a second or  vacation  residence  (the
        absence of any such code means the Mortgage Loan is secured by a primary
        residence); and

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

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

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

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

        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 and any
related Subservicing Fee.

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

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

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

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

        Notice: As defined in Section 4.04.



                                              27

<PAGE>



        Notional   Amount:   With  respect  to  the  Class  AV-I   Certificates,
immediately   prior  to  any   Distribution   Date,   an  amount  equal  to  the
Uncertificated Notional Amount of REMIC I Regular Interest LT-I-AV.

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

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

        Outstanding  Mortgage  Loan:  As to the Due  Date in any Due  Period,  a
Mortgage  Loan  (including  an REO  Property)  that  was  not the  subject  of a
Principal  Prepayment in Full, Cash  Liquidation or REO Disposition and that was
not  purchased,  deleted or  substituted  for prior to such Due Date pursuant to
Section 2.02, 2.03, 2.04 or 4.07.

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

        Pass-Through  Rate:  With  respect  to the Class A-I,  Class R-I,  Class
R-III, Class M-I and Class B-I Certificates, 7.00% per annum;

        With respect to the Class AV-I Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates  of all  Group I Loans  as of the Due  Date  in the  related  Due  Period,
weighted on the basis of the respective Stated Principal  Balances of such Group
I Loans as of the day  immediately  preceding such  Distribution  Date (or, with
respect  to the  initial  Distribution  Date,  at the close of  business  on the
Cut-off  Date).  With  respect to the Class AV-I  Certificates  and the  initial
Distribution Date, the Pass-Through Rate is equal to 0.77872% per annum.

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

     Paying  Agent:  The  JPMorgan  Chase  Bank 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


                                              28

<PAGE>



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 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


                                              29

<PAGE>




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

        Prepayment Assumption:  With respect to the Class A, Class M and Class B
Certificates,  the prepayment  assumption to be used for determining the accrual
of original issue discount and premium and market discount on such  Certificates
for federal income tax purposes,  which assumes a constant prepayment rate of 4%
per annum of the then outstanding principal balance of the Mortgage Loans in the
first month of the life of the Mortgage  Loans,  and an  additional  approximate
1.2727% per annum in each month  thereafter  until the twelfth  month,  and then
beginning in the twelfth month and in each month  thereafter  during the life of
the Mortgage Loans, a constant prepayment rate of 25.0% per annum each month.

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

     (i)  For  any   Distribution   Date  on  which  any  Class  of  Subordinate
Certificates in


                                              30

<PAGE>



        the related certificate group are outstanding:

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

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

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

        Prepayment  Interest  Shortfall:  As to any  Distribution  Date  and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property)  that was
the subject of (a) a Principal  Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one


                                              31

<PAGE>



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

     Prepayment  Period:  As  to  any  Distribution  Date,  the  calendar  month
preceding the month of distribution.

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

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

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

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

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

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

     Purchase  Price:  With  respect  to any  Mortgage  Loan  (or REO  Property)
required to be or


                                              32

<PAGE>



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

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

Notwithstanding  any other provisions  herein, (x) with respect to any Qualified
Substitute  Mortgage Loan  substituted  for a Deleted  Mortgage Loan which was a
Discount Mortgage Loan, such Qualified  Substitute Mortgage Loan shall be deemed
to be a  Discount  Mortgage  Loan and to have a Discount  Fraction  equal to the
Discount  Fraction  of the Deleted  Mortgage  Loan and (y) in the event that the
"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 AV-I 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-III  Certificates
               pursuant to Section 4.02 hereof.

     Rating  Agency:  Fitch and Moody's.  If either  agency or a successor is no
longer in existence,


                                              33

<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) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced,  and
(b) any such amount  with  respect to a Monthly  Payment  that was or would have
been due in the  month  immediately  following  the  month in which a  Principal
Prepayment or the Purchase  Price of such Mortgage Loan is received or is deemed
to have been  received.  With respect to each Mortgage Loan which has become the
subject of a Deficient  Valuation,  the difference between the principal balance
of the Mortgage Loan outstanding  immediately prior to such Deficient  Valuation
and the  principal  balance of the  Mortgage  Loan as  reduced by the  Deficient
Valuation.  With respect to each  Mortgage Loan which has become the object of a
Debt   Service   Reduction,   the  amount  of  such  Debt   Service   Reduction.
Notwithstanding  the above,  neither a Deficient  Valuation  nor a Debt  Service
Reduction  shall be  deemed a  Realized  Loss  hereunder  so long as the  Master
Servicer  has  notified  the  Trustee in writing  that the  Master  Servicer  is
diligently  pursuing  any  remedies  that  may  exist  in  connection  with  the
representations  and  warranties  made  regarding the related  Mortgage Loan and
either (A) the related  Mortgage  Loan is not in default with regard to payments
due  thereunder or (B)  delinquent  payments of principal and interest under the
related  Mortgage  Loan  and  any  premiums  on any  applicable  primary  hazard
insurance  policy and any related  escrow  payments in respect of such  Mortgage
Loan  are  being  advanced  on a  current  basis  by the  Master  Servicer  or a
Subservicer, in either case without giving effect to any Debt Service Reduction.

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

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

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



                                              34

<PAGE>



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

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

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

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

               (ii) all  payments on and  collections  in respect of the Group I
        Mortgage  Loans due after the Cut-off Date (other than Monthly  Payments
        due in December 2001) as shall be on deposit in the Custodial Account or
        in the  Certificate  Account and  identified  as  belonging to the Trust
        Fund;

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

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

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

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

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

        REMIC I Regular Interest LT-I-AV:  A regular interest in REMIC I that is
held as an  asset  of  REMIC  II,  that has an  initial  notional  amount  equal
to$84,791,615.84,  that bears  interest  at the related  Uncertificated  REMIC I
Pass-Through Rate, and that has such other terms as are described herein.

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


                                              35

<PAGE>



REMIC  III,  that  has  an  initial  principal  balance  equal  to  the  related
Uncertificated Principal Balance, and that has such other terms as are described
herein.

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

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

               (vii) all payments on and  collections in respect of the Group II
        Mortgage  Loans due after the Cut-off Date (other than Monthly  Payments
        due in December 2001) as shall be on deposit in the Custodial Account or
        in the  Certificate  Account and  identified  as  belonging to the Trust
        Fund;

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

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

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

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

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



                                              36

<PAGE>



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

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

        REO Proceeds:  Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged  Property)  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:  The Group I Senior Accelerated
Distribution


                                              37

<PAGE>



Percentage or Group II Senior Accelerated Distribution Percentage.

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

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

     Senior Percentage:  Either the Group I Senior Percentage or Group II Senior
Percentage.

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

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

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

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

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

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



                                              38

<PAGE>



        Simple  Interest  Loan: A Mortgage  Loan  pursuant to which each Monthly
Payment is applied  first,  to interest  accrued on such  Mortgage Loan from the
date on which the  previous  Monthly  Payment was made to the date on which such
Monthly Payment was made, and second to the principal amount outstanding.

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

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

        Stated Principal  Balance:  With respect to any Mortgage Loan or related
REO Property,  at any given time, (i) the Cut-off Date Principal  Balance of the
Mortgage  Loan,  minus (ii) the sum of (a) the principal  portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property  during each Due
Period ending prior to the most recent  Distribution Date which were received or
with  respect to which an Advance was made,  and (b) all  Principal  Prepayments
with respect to such Mortgage Loan or REO Property,  and all Insurance Proceeds,
Liquidation  Proceeds  and REO  Proceeds,  to the  extent  applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such  Mortgage  Loan or REO  Property,  in each case which  were  distributed
pursuant to Section 4.02 or 4.03 on any previous  Distribution Date, and (c) any
Realized  Loss  allocated to  Certificateholders  with  respect  thereto for any
previous Distribution Date.

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

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

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

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

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

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



                                              39

<PAGE>



        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 designated as
"SUBSERV FEE" in Exhibit F.

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

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

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

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

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

        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 or REMIC II Regular  Interest  for any  Distribution  Date,  except for
REMIC  I  Regular  Interest  LT-I-AP,   one  month's  interest  at  the  related
Uncertificated Pass-Through Rate for such Distribution Date, accrued


                                              40

<PAGE>



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

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

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

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

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

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

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


                                              41

<PAGE>



described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.

        VA: The Veterans Administration, or its successor.

        Voting  Rights:  The  portion  of  the  voting  rights  of  all  of  the
Certificates which is allocated to any Certificate.  97.50% of all of the Voting
Rights shall be allocated  among  Holders of the Class A  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  AV-I
Certificates;  0.50%,  0.50%  and  0.50% of all of the  Voting  Rights  shall be
allocated  among  the  Holders  of the Class  R-I,  Class  R-II and Class  R-III
Certificates,  respectively; in each case to be allocated among the Certificates
of such Class in accordance with their respective Percentage Interest.




                                              42

<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

        Section  2.01 Conveyance of Mortgage Loans.

        (a) The Depositor,  concurrently with the execution and delivery hereof,
does hereby  assign to the Trustee  without  recourse  all the right,  title and
interest  of the  Depositor  in and to (i) the  Mortgage  Loans,  including  all
interest and principal  received on or with respect to the Mortgage  Loans after
the Cut-off  Date (other than  payments of  principal  and  interest  due on the
Mortgage  Loans in the month of  December  2001);  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


                                              43

<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 the documents set forth in
Section  2.01(b)(iv)  and (v) 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)(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)(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,  Form UCC-3 or Form UCC-1, as
applicable,  is lost or  returned  unrecorded  to the  Depositor  because of any
defect therein, the Depositor shall prepare a substitute Assignment,  Form UCC-3
or Form UCC-1, as applicable, or cure such defect, as the case may be, and cause
such Assignment to be recorded in accordance with this paragraph.  The Depositor
shall promptly deliver or cause to be delivered to the Trustee or the respective
Custodian such Mortgage or assignment,  Form UCC-3 or Form UCC-1, as applicable,
(or copy  thereof as permitted by Section  2.01(b))  with  evidence of recording
indicated  thereon upon receipt thereof from the public recording office or from
the related Subservicer.

     If the Depositor  delivers to the Trustee or Custodian any Mortgage Note or
Assignment of


                                              44

<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.

        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,  the  Mortgage,  any  insurance  policies and all other
documents in the related  Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance  with the terms thereof and (C) any and all general
intangibles consisting of, arising from or relating to any of the foregoing, and
all proceeds of the conversion,  voluntary or involuntary, of the foregoing into
cash,  instruments,  securities or other property,  including without limitation
all amounts from time to time held or invested in the Certificate Account or the
Custodial Account, whether in the form of cash, instruments, securities or other
property and (2) an  assignment  by the Depositor to the Trustee of any security
interest in any and all of Residential  Funding's right  (including the power to
convey  title  thereto),  title and  interest,  whether  now owned or  hereafter
acquired,  in and to the property described in the foregoing clauses (1)(A), (B)
and  (C)  granted  by  Residential  Funding  to the  Depositor  pursuant  to the
Assignment  Agreement;  (c) the possession by the Trustee,  the Custodian or any
other agent of the Trustee of Mortgage  Notes or such other items of property as
constitute  instruments,  money,  negotiable documents or chattel paper shall be
deemed to be "possession by the secured party," or possession


                                              45

<PAGE>



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 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


                                              46

<PAGE>



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  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 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


                                              47

<PAGE>



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;

               (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


                                              48

<PAGE>



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


                                              49

<PAGE>




               (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.

        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


                                              50

<PAGE>



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 Schedule of Discount Fractions,  to the Trustee. Upon
such  substitution,  the  Qualified  Substitute  Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing Agreement in
all  respects,  and  Residential  Funding  shall  be  deemed  to have  made  the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan  contained  in  Section 4 of the  Assignment  Agreement,  as of the date of
substitution,  and the  covenants,  representations  and warranties set forth in
this Section 2.04, and in Section 2.03 hereof and in Section 4 of the Assignment
Agreement,  and  the  Master  Servicer  shall  be  obligated  to  repurchase  or
substitute for any Qualified  Substitute  Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment  Agreement) has occurred pursuant to Section
4 of the Assignment


                                              51

<PAGE>



Agreement.  In  connection  with  the  substitution  of  one or  more  Qualified
Substitute  Mortgage Loans for one or more Deleted  Mortgage  Loans,  the Master
Servicer will  determine  the amount (if any) by which the  aggregate  principal
balance  of all  such  Qualified  Substitute  Mortgage  Loans  as of the date of
substitution  is less than the aggregate  Stated  Principal  Balance of all such
Deleted Mortgage Loans (in each case after  application of the principal portion
of the  Monthly  Payments  due in  the  month  of  substitution  that  are to be
distributed to the Certificateholders in the month of substitution). Residential
Funding shall deposit the amount of such shortfall into the Custodial Account on
the day of substitution, without any reimbursement therefor. Residential Funding
shall give notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers'  Certificate as to the calculation of such shortfall
and by an Opinion of Counsel to the effect that such substitution will not cause
(a)  any  federal  tax  to be  imposed  on the  Trust  Fund,  including  without
limitation,  any federal tax imposed on "prohibited  transactions" under Section
860F(a)(1)  of the Code or on  "contributions  after  the  startup  date"  under
Section  860G(d)(1) of the Code or (b) any portion of REMIC I, REMIC II or REMIC
III to  fail  to  qualify  as a  REMIC  at any  time  that  any  Certificate  is
outstanding.

        It is  understood  and agreed  that the  obligation  of the  Residential
Funding to cure such breach or purchase (or in the case of  Residential  Funding
to substitute for) such Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy  respecting such breach available
to the Certificateholders 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 REMIC Regular Interests.

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

        (b) The Depositor,  concurrently with the execution and delivery hereof,
does hereby  transfer,  assign,  set over and  otherwise  convey in trust to the
Trustee without  recourse all the right,  title and interest of the Depositor in
and to the REMIC I Regular  Interests and the REMIC II Regular Interests for the
benefit of the Holders of the REMIC III Regular Interests and the Holders of the
Class  R-III  Certificates.  The  Trustee  acknowledges  receipt  of the REMIC I
Regular Interests and


                                              52

<PAGE>



REMIC II Regular Interests (each of which are  uncertificated) and declares that
it holds and will hold the same in trust for the  exclusive  use and  benefit of
the  Holders of the REMIC III Regular  Interests  and Holders of the Class R-III
Certificates. The interests evidenced by the Class R-III Certificates,  together
with the REMIC III Regular Interests, constitute the entire beneficial ownership
interest in REMIC III.

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




                                              53

<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 Section


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

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

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

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

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


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

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



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<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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Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.

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

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

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

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


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

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

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

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

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

               (v) All  proceeds of any  Mortgage  Loans  purchased  pursuant to
        Section  2.02,  2.03,  2.04  or  4.07  and all  amounts  required  to be
        deposited in connection with the substitution of a Qualified  Substitute
        Mortgage Loan pursuant to Section 2.03 or 2.04; and

               (vi) Any  amounts  required to be  deposited  pursuant to Section
          3.07(c) or 3.21.

        The foregoing requirements for deposit in the Custodial Account shall be
exclusive,  it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund  (consisting  of  payments  in respect of  principal  and  interest  on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment  charges or late payment charges or assumption fees may
but need not be deposited by the Master  Servicer in the Custodial  Account.  In
the event any amount not required


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<PAGE>



to be deposited in the Custodial  Account is so deposited,  the Master  Servicer
may at any time withdraw such amount from the Custodial  Account,  any provision
herein to the contrary notwithstanding.  The Custodial Account may contain funds
that  belong  to one or more  trust  funds  created  for  mortgage  pass-through
certificates of other series and may contain other funds respecting  payments on
mortgage loans  belonging to the Master  Servicer or serviced or master serviced
by it on behalf of others. Notwithstanding such commingling of funds, the Master
Servicer shall keep records that accurately  reflect the funds on deposit in the
Custodial  Account that have been identified by it as being  attributable to the
Mortgage Loans.

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

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

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

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

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


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

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

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


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Program Guide. As part of its servicing  duties,  the Master Servicer shall, and
the Subservicers will, pursuant to the Subservicing  Agreements,  be required to
pay to the Mortgagors  interest on funds in this account to the extent  required
by law.

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

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

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

        Section  3.10 Permitted Withdrawals from the Custodial Account.
                      ------------------------------------------------

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

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

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



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

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

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

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

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

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

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

               (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


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        penalties or any other additional amounts payable to the Master Servicer
        or Subservicer pursuant to the terms of the Mortgage Note.

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

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

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

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

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


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<PAGE>



recovery under any Primary  Insurance  Policies  respecting  defaulted  Mortgage
Loans. Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted
to the Master Servicer under any Primary  Insurance  Policies shall be deposited
in the Custodial Account, subject to withdrawal pursuant to Section 3.10.

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

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

        In the 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


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<PAGE>



which case the Master  Servicer  shall,  in the event that there  shall not have
been maintained on the related  Mortgaged  Property a policy  complying with the
first  sentence of this  Section  3.12(a) and there shall have been a loss which
would have been covered by such policy,  deposit in the Certificate  Account the
amount not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate
Account  Deposit Date next preceding the  Distribution  Date which occurs in the
month  following  the month in which  payments  under any such policy would have
been deposited in the Custodial  Account.  In connection  with its activities as
administrator  and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Trustee and  Certificateholders,  claims under
any such blanket policy.

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

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

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

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

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



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<PAGE>



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

        (c) The Master Servicer or the related Subservicer,  as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the


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<PAGE>



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, REMIC II or REMIC III would
continue  to qualify as a REMIC  under the Code as a result  thereof and that no
tax on "prohibited  transactions" or "contributions" after the startup day would
be imposed on any of REMIC I, REMIC II or REMIC III as a result thereof. Any fee
collected by the Master Servicer or the related  Subservicer for processing such
a request  will be  retained  by the  Master  Servicer  or such  Subservicer  as
additional servicing compensation.

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

        Section  3.14 Realization Upon Defaulted Mortgage Loans.
                      -----------------------------------------

        (a) The Master  Servicer shall  foreclose  upon or otherwise  comparably
convert  (which may include an REO  Acquisition)  the  ownership  of  properties
securing such of the Mortgage  Loans as come into and continue in default and as
to which no satisfactory  arrangements  can be made for collection of delinquent
payments pursuant to Section 3.07.  Alternatively,  the Master Servicer may take
other  actions in respect of a defaulted  Mortgage  Loan,  which may include (i)
accepting  a short sale (a payoff of the  Mortgage  Loan for an amount less than
the  total  amount  contractually  owed in  order  to  facilitate  a sale of the
Mortgaged Property by the Mortgagor) or permitting a short refinancing (a payoff
of the Mortgage Loan for an amount less than the total amount contractually owed
in order to facilitate refinancing transactions by the Mortgagor not involving a
sale of the Mortgaged  Property),  (ii)  arranging for a repayment plan or (iii)
agreeing to a modification  in accordance  with Section 3.07. In connection with
such foreclosure or other conversion or action, the


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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 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.



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<PAGE>



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

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


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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 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


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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 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.  If the  portion of a
Monthly  Payment on a Simple  Interest  Loan that is applied to interest is less
than the  portion  of such  Monthly  Payment  that  would  have been  applied to
interest  if such  payment  had been  received  on the  related  Due  Date,  the
aggregate  Servicing Fee payable on the related  Distribution Date to the Master
Servicer in respect of all of the Mortgage Loans shall be reduced by such


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<PAGE>



difference.  If the portion of a Monthly  Payment on a Simple Interest Loan that
is applied to  interest is more than the portion of such  Monthly  Payment  that
would have been  applied to  interest if such  payment had been  received on the
related  Due  Date,   the  aggregate   Servicing  Fee  payable  on  the  related
Distribution Date to the Master Servicer in respect of all of the Mortgage Loans
shall be increased by such difference.

        (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).  With  respect to any  Distribution  Date,  (i)  Compensating  Interest
derived from Loan Group I shall be used on such  Distribution  Date to cover any
Prepayment  Interest  Shortfalls  on the  Group I Loans  and  (ii)  Compensating
Interest derived from Loan Group II shall be used on such  Distribution  Date to
cover any Prepayment Interest Shortfalls on the Group II Loans.



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        Section 3.17 Reports to the Trustee and the Depositor.

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

        Section  3.18 Annual Statement as to Compliance.
                      ---------------------------------

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

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

        On or before  March 31 of each year,  beginning  with the first March 31
that occurs at least six months after the Cut-off Date,  the Master  Servicer at
its expense shall cause a firm of independent  public accountants which shall be
members of the American  Institute of Certified Public  Accountants to furnish a
report to the Depositor  and the Trustee  stating its opinion that, on the basis
of an  examination  conducted  by such firm  substantially  in  accordance  with
standards established by the American Institute of Certified Public Accountants,
the  assertions  made  pursuant to Section 3.18  regarding  compliance  with the
minimum servicing  standards set forth in the Uniform Single Attestation Program
for Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects,  subject to such exceptions and other qualifications that, in
the opinion of such


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<PAGE>



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

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

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




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                                          ARTICLE IV

                                PAYMENTS TO CERTIFICATEHOLDERS

        Section  4.01 Certificate Account.
                      -------------------

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

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

        Section  4.02 Distributions.
                      -------------

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


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<PAGE>



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

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

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

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

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

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

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

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


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<PAGE>



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

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

                      (C) the related 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  with respect to the related Loan Group  received in
               the  preceding  calendar  month (other than the related  Discount
               Fraction of such Principal  Prepayments in Full and  Curtailments
               with respect to each Discount Mortgage Loan);

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


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<PAGE>




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

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

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

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

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

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

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

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

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


                                              79

<PAGE>



        as provided below;

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

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

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

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

               (xiv) to the  Holders of the Class B-I-3  Certificates  and Class
        B-II-3  Certificates,  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  related  Available
        Distribution Amount remaining after the foregoing distributions, applied
        to  reduce  the   Certificate   Principal   Balances   of  such   Senior
        Certificates, but in no event more than the aggregate of the outstanding
        Certificate   Principal   Balances   of  each   such   Class  of  Senior
        Certificates,  and  thereafter,  to each  Class of  related  Subordinate
        Certificates then outstanding beginning with such Class with the Highest
        Priority,  any  portion of the  related  Available  Distribution  Amount
        remaining  after the  related  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-III  Certificates,  the balance,  if any, of
          the Available Distribution Amounts.

        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


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<PAGE>



Certificate  Interest thereon  remaining  unpaid from any previous  Distribution
Date  will  be  distributable  only  to the  extent  that  such  unpaid  Accrued
Certificate  Interest was  attributable to interest  shortfalls  relating to the
failure  of  the  Master  Servicer  to  make  any  required   Advance,   or  the
determination  by the  Master  Servicer  that any  proposed  Advance  would be a
Nonrecoverable  Advance  with  respect to the related  Mortgage  Loan where such
Mortgage  Loan  has  not yet  been  the  subject  of a Cash  Liquidation  or REO
Disposition  or the related  Liquidation  Proceeds,  Insurance  Proceeds and REO
Proceeds have not yet been distributed to the Certificateholders.

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

               (i) to the Class  AP-I  Certificates  from the Group I  Available
        Distribution Amount, until the Certificate  Principal Balance thereof is
        reduced to zero,  an amount  (the  "Class  AP-I  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 Discount  Fraction of the  principal  portion of
                      any related Debt Service Reduction;

                             (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  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 Deleted  Mortgage  Loan, the
                      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 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 the
                      related  Loan  Group for any  previous  Distribution  Date
                      (calculated pursuant to clauses (1) through


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<PAGE>



                      (3) above) that remain undistributed; and

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

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

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

                      (B)  the   balance   of  the  Group  I  Senior   Principal
               Distribution  Amount  shall  be  distributed  to  the  Class  A-I
               Certificates, until the Certificate Principal Balance thereof has
               been reduced to zero.

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

               (iv) On or after the occurrence of the Credit  Support  Depletion
        Date, all priorities  relating to  distributions as described in Section
        4.02(b)  of this  Agreement  in respect  of  principal  among the Senior
        Certificates   (other  than  the  Class  AP-I   Certificates)   will  be
        disregarded, and (i) the remaining Group I Senior Principal Distribution
        Amount will be distributed  to the Group I Certificates  (other than the
        Class AP-I  Certificates)  pro rata in accordance with their  respective
        outstanding  Certificate Principal Balances, (ii) the remaining Group II
        Senior Principal Distribution Amount will be distributed to the Group II
        Certificates  pro rata in accordance with their  respective  outstanding
        Certificate  Principal  Balances,  (iii)  the  related  Senior  Interest
        Distribution   Amount  will  be  distributed  as  described  in  Section
        4.02(a)(i)(X)  and (Y) and (iv) 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 related Class AP-I Certificates.

        (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


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<PAGE>



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 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).



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<PAGE>



        Section  4.03 Statements to Certificateholders.
                      --------------------------------

        (a) The Master  Servicer shall forward to the Trustee no later than 5:00
P.M. New York time on the second Business Day prior to each  Distribution  Date,
and the Trustee  shall  forward on such  Distribution  Date by mail or otherwise
make  available  electronically  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 Group I and Group II Loans pursuant to Section 4.04;

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

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

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

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

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

               (x) the aggregate amount of Realized Losses for such Distribution
        Date and the  aggregate  amount  of  Realized  Losses on the Group I and
        Group II Loans incurred since the


                                              84

<PAGE>



        Cut-off Date;

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

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

               (xiii) the number and aggregate  principal balance of Group I and
        Group II 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 Group
        I and Group II Loans after giving effect to the amounts  distributed  on
        such Distribution Date; and

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

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

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

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



                                              85

<PAGE>



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

        (a) Prior to the close of business on the Business  Day next  succeeding
each  Determination  Date, the Master Servicer shall furnish a written statement
(which may be in a mutually  agreeable  electronic  format) to the Trustee,  any
Paying Agent and the Depositor  (the  information  in such  statement to be made
available to  Certificateholders  by the Master  Servicer on request)  (provided
that the Master  Servicer  will use its best  efforts to  deliver  such  written
statement  not later than 12:00 p.m.  New York time on the second  Business  Day
prior to the  Distribution  Date)  setting  forth  (i) the  Group I and Group II
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 Master  Servicer of such amounts shall,  in the absence of
obvious error, be presumptively  deemed to be correct for all purposes hereunder
and the  Trustee  shall be  protected  in  relying  upon the  same  without  any
independent check or verification.

        (b) On or before  2:00 P.M.  New York time on each  Certificate  Account
Deposit Date, the Master  Servicer  shall either (i) deposit in the  Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related  Distribution  Date,  which shall be in an aggregate amount equal to the
sum of (A) the aggregate  amount of Monthly Payments other than Balloon Payments
(with each interest  portion  thereof  adjusted to a per annum rate equal to the
Net Mortgage Rate), less the amount of any related Servicing Modifications, Debt
Service Reductions or reductions in the amount of interest  collectable from the
Mortgagor pursuant to the Relief Act or similar  legislation or regulations then
in effect,  on the Outstanding  Mortgage Loans as of the related Due Date in the
related  Due  Period,  which  Monthly  Payments  were due during the related Due
Period  and  not  received  as of  the  close  of  business  as of  the  related
Determination  Date;  provided  that no  Advance  shall be made if it would be a
Nonrecoverable  Advance and (B) with respect to each Balloon Loan  delinquent in
respect  of its  Balloon  Payment  as of the close of  business  on the  related
Determination  Date,  an amount equal to the excess,  if any, of interest on the
unpaid principal balance thereof (with each interest portion thereof adjusted to
a per annum rate equal to the Net Mortgage Rate),  over any payments of interest
(with each interest  portion  thereof  adjusted to a per annum rate equal to the
Net  Mortgage  Rate)  received  from the  related  Mortgagor  as of the close of
business on the related  Determination Date and allocable to the Due Date during
the  related  Due  Period  for each month  until  such  Balloon  Loan is finally
liquidated,  (ii) withdraw from amounts on deposit in the Custodial  Account and
deposit in the  Certificate  Account  all or a portion  of the  Amount  Held for
Future  Distribution in discharge of any such Advance, or (iii) make advances in
the form of any  combination of 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


                                              86

<PAGE>



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

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

        Section  4.05 Allocation of Realized Losses.
                      -----------------------------

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


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Balance thereof has been reduced to zero; fifth, to the Class M-I-2 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; sixth,
to the Class M-I-1 Certificates until the Certificate  Principal Balance thereof
has been reduced to zero; and, thereafter,  if any such Realized Losses are on a
Discount Mortgage Loan, to the Class AP-I 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 Non-Discount  Mortgage Loans,  among the Group I Senior
Certificates  (other than the Class AP-I  Certificates)  on a pro rata basis, as
described below, and (b) with respect to the Group II Loans, first, to the Class
B-II-3  Certificates  until the Certificate  Principal  Balance thereof has been
reduced to zero; second, to the Class B-II-2  Certificates until the Certificate
Principal  Balance thereof has been reduced to zero;  third, to the Class B-II-1
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; fourth, to the Class M-II-3  Certificates until the Certificate  Principal
Balance  thereof  has  been  reduced  to  zero;   fifth,  to  the  Class  M-II-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-II-1  Certificates  until the Certificate  Principal
Balance thereof has been reduced to zero; and, thereafter, among all the Group I
Senior Certificates on a pro rata basis, as described below.

        (b) Any  Extraordinary  Losses with  respect to the Group I and Group II
Loans will be allocated among the Group I Certificates and Group II Certificates
on a pro  rata  basis;  provided  that  the  related  Discount  Fraction  of the
principal  portion  of a  Realized  Loss on a  Discount  Mortgage  Loans will be
allocated  to the Class AP-I  Certificates.  Excess  Special  Hazard  Losses and
Excess Fraud Losses will be allocated as follows:  (a) with respect to the Group
I Loans, first, to the Class B-II-3 Certificates until the Certificate Principal
Balance  thereof  has  been  reduced  to  zero;  second,  to  the  Class  B-II-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class B-II-1  Certificates  until the Certificate  Principal
Balance  thereof  has  been  reduced  to  zero;  fourth,  to  the  Class  M-II-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; fifth, to the Class M-II-2  Certificates  until the Certificate  Principal
Balance  thereof  has  been  reduced  to  zero;   sixth,  to  the  Class  M-II-1
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; and, thereafter,  to the Class A-II Certificates,  and (b) with respect to
the Group II Loans, first, to the Class B-I-3 Certificates until the Certificate
Principal  Balance thereof has been reduced to zero;  second, to the Class B-I-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero;  third, to the Class B-I-1  Certificates  until the Certificate  Principal
Balance  thereof  has  been  reduced  to  zero;   fourth,  to  the  Class  M-I-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero;  fifth, to the Class M-I-2  Certificates  until the Certificate  Principal
Balance thereof has been reduced to zero; sixth, to the Class M-I-1 Certificates
until the Certificate  Principal  Balance thereof has been reduced to zero; and,
thereafter,  to the Class A-I Certificates and Class AV-I  Certificates on a pro
rata basis,  as described  below;  provided  however that such losses will be so
allocated  pursuant  to this  provision  solely to the  extent of the  remaining
Special Hazard Loss Amount or Fraud Loss Amount,  as applicable,  related to the
certificate  group to which these losses are  allocated and to the extent of the
Certificate   Principal   Balance  of  the  Class  B  Certificates  or  Class  M
Certificates  related to that Loan Group,  and thereafter  shall be allocated to
the Group I  Certificates  and Group II  Certificates  on a pro rata basis;  and
provided further, that the related Discount Fraction of the principal portion of
any Excess Loss


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on a Discount Mortgage Loan will be allocated to the Class AP-I Certificates.

        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.  Allocations of the interest portions of Realized Losses
shall be made by operation of the definition of "Accrued  Certificate  Interest"
and by operation of the priority of payment  provisions of Section 4.02(a).  All
Realized  Losses  and all  other  losses  allocated  to a Class of  Certificates
hereunder will be allocated  among the  Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.

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

               Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
          Property.

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

        Section  4.07 Optional Purchase of Defaulted Mortgage Loans.

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


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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 and the
Uncertificated  REMIC II Regular Interests,  Uncertificated  Accrued Interest on
the  Uncertificated  REMIC I Regular Interests and the  Uncertificated  REMIC II
Regular Interests for such Distribution Date, plus any Uncertificated REMIC I or
REMIC  II  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 and the
Uncertificated  REMIC II Regular  Interests,  as principal on the Uncertificated
REMIC I Regular Interests and the Uncertificated REMIC II Regular Interests,  an
amount  equal  to  the  sum of  the  amounts  distributed  as  principal  on the
Certificates (other than the Class R Certificates)  under Sections  4.02(a)(ii),
(iv),  (vi),  (viii),  (x),  (xii),  (xiv) and (xv),  in the same manner as such
amounts are distributed to the Corresponding Certificates.

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

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

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

        (b) The Class A 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 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


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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.

        Unless the Trustee  determines  otherwise in accordance  with applicable
law and the rules and procedures of, or applicable to, the Depository, transfers
of  a  beneficial   interest  in  the  Class  B  Certificates  to  a  "qualified
institutional buyer" as defined under Rule 144A may only be effectuated by means
of an "SRO Rule 144A System"  approved for such  purpose by the  Securities  and
Exchange Commission.

        (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 P (with respect to a Class B Certificate),  or in paragraph  fourteen
of Exhibit H-1 (with  respect to a Class R  Certificate),  which the Trustee may
rely upon without further inquiry or investigation, or such other certifications
as the Trustee may deem  desirable or necessary in order to establish  that such
transferee or the Person in whose name such registration is requested either (a)
is not an  employee  benefit  plan  or  other  plan  subject  to the  prohibited
transaction  provisions  of ERISA or  Section  4975 of the Code,  or any  Person
(including an insurance company  investing its general  accounts,  an investment
manager,  a named  fiduciary  or a trustee of any such plan) who is using  "plan
assets" of any such plan to effect such acquisition (each, a "Plan Investor") or
(b) in  the  case  of a  Class  B  Certificate,  the  following  conditions  are
satisfied: (i) such Transferee is an insurance company, (ii) the source of funds
used to purchase or hold such Certificate (or interest therein) is an "insurance
company  general  account" (as defined in U.S.  Department  of Labor  Prohibited
Transaction  Class Exemption  ("PTCE") 95-60, and (iii) the conditions set forth
in  Sections I and III of PTCE  95-60  have been  satisfied  (each  entity  that
satisfies this clause (b), a "Complying Insurance Company").

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


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<PAGE>



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) 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


                                              95

<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 Regulations


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<PAGE>



        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  Agency to  downgrade  its
               then-current ratings, if any, of the Class A, Class M or


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<PAGE>



               Class B Certificates  below the lower of the then-current  rating
               or the rating  assigned  to such  Certificates  as of the Closing
               Date by such Rating Agency; and

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

        (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.

        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


                                              98

<PAGE>



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.




                                              99

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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


                                             101

<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.




                                             102

<PAGE>



                                   ARTICLE VII

                                     DEFAULT

        Section  7.01 Events of Default.
                      -----------------

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

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

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

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

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

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


                                             103

<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 (vi) hereof shall occur, the Trustee shall,
by notice to the Master Servicer and the Depositor, immediately terminate all of
the rights and  obligations  of the Master  Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds  thereof,  other than its rights as a
Certificateholder  hereunder  as  provided in Section  4.04(b).  On or after the
receipt by the Master Servicer of such written  notice,  all authority and power
of the  Master  Servicer  under  this  Agreement,  whether  with  respect to the
Certificates  (other  than  as a  Holder  thereof)  or  the  Mortgage  Loans  or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the  Trustee's  designee  appointed  pursuant  to  Section  7.02;  and,  without
limitation,  the  Trustee is hereby  authorized  and  empowered  to execute  and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments,  and to do or accomplish all other acts
or things  necessary  or  appropriate  to effect the  purposes of such notice of
termination,  whether to complete the transfer and  endorsement or assignment of
the Mortgage  Loans and related  documents,  or otherwise.  The Master  Servicer
agrees to cooperate with the Trustee in effecting the  termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts  which  shall at the time be credited  to the  Custodial  Account or the
Certificate  Account or  thereafter  be received  with  respect to the  Mortgage
Loans. No such  termination  shall release the Master Servicer for any liability
that it would  otherwise  have  hereunder  for any act or omission  prior to the
effective time of such termination.

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


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deliver to the Trustee a copy of the Program Guide.

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

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

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


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

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

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

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

        Section  7.04 Waiver of Events of Default.
                      ---------------------------

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


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                                         ARTICLE VIII

                                    CONCERNING THE TRUSTEE

        Section  8.01 Duties of Trustee.
                      -----------------

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

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

        The Trustee shall  forward or cause to be forwarded in a timely  fashion
the  notices,  reports and  statements  required to be  forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03, and 10.01. The Trustee shall furnish in a
timely fashion to the Master  Servicer such  information as the Master  Servicer
may reasonably  request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement.  The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of each of REMIC I, REMIC II and REMIC III as a REMIC under the REMIC Provisions
and to prevent the imposition of any federal, state or local income,  prohibited
transaction  (except as provided in Section  3.22(d)  herein),  contribution  or
other tax on the Trust  Fund to the  extent  that  maintaining  such  status and
avoiding  such taxes are  reasonably  within the  control of the Trustee and are
reasonably within the scope of its duties under this Agreement.

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

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


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<PAGE>



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

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

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

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

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

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



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<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;


                                             109

<PAGE>




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

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

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

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

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



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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 450 West 33rd Street,
14th Floor,  New York, New York 10001 for the purpose of keeping the Certificate
Register.  The Trustee will maintain an office at the address  stated in Section
11.05(c)  hereof where  notices and demands to or upon the Trustee in respect of
this Agreement may be served.




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                                          ARTICLE IX

                     TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES

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

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

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

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

        The right of the Master Servicer to purchase all the assets of the Trust
Fund relating to the Group I Loans, pursuant to clause (ii) above is conditioned
upon the  date of such  purchase  occurring  on or after  the  Group I  Optional
Termination Date. The right of the Master Servicer to purchase all the assets of
the Trust Fund relating to the Group II Loans, pursuant to clause (ii) above is


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<PAGE>



conditioned  upon the date of such  purchase  occurring on or after the Group II
Optional  Termination  Date. If such right is exercised by the Master  Servicer,
the Master  Servicer shall be deemed to have been reimbursed for the full amount
of any unreimbursed Advances theretofore made by it with respect to the Mortgage
Loans being  purchased.  In addition,  the Master  Servicer shall provide to the
Trustee  the  certification  required  by Section  3.15 and the  Trustee and any
Custodian shall,  promptly  following payment of the purchase price,  release to
the Master  Servicer the Mortgage  Files  pertaining to the Mortgage Loans being
purchased.

        In addition to the foregoing,  on any Distribution  Date on or after the
Group I Optional  Termination Date, the Master Servicer shall have the right, at
its option, to purchase the Group I Certificates in whole, but not in part, at a
price equal to the sum of the outstanding  Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued  Certificate  Interest thereon,
or, with respect to the Class AV-I  Certificates,  on their Notional Amount, any
previously  unpaid  Accrued  Certificate  Interest,  and any  unpaid  Prepayment
Interest Shortfall  previously allocated thereto. On any Distribution Date on or
after the Group II Optional Termination Date, the Master Servicer shall have the
right, at its option, to purchase the Group II Certificates in whole, but not in
part,  at a price  equal  to the sum of the  outstanding  Certificate  Principal
Balance of such  Certificates  plus the sum of one month's  Accrued  Certificate
Interest thereon,  any previously unpaid Accrued Certificate  Interest,  and any
unpaid Prepayment Interest Shortfall previously allocated thereto. If the Master
Servicer  exercises this right to purchase the outstanding  Group I Certificates
or Group II  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.


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        If the Master Servicer is obligated to give notice to Certificateholders
as aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the  Master  Servicer,  the Master  Servicer  shall  deposit in the  Certificate
Account before the Final  Distribution  Date in immediately  available  funds an
amount equal to the purchase  price for the assets of the Trust Fund computed as
above  provided.  The  Master  Servicer  shall  provide to the  Trustee  written
notification of any change to the anticipated Final Distribution Date as soon as
practicable.  If the  Trust  Fund is not  terminated  on the  anticipated  Final
Distribution  Date,  for any reason,  the  Trustee  shall  promptly  mail notice
thereof to each affected Certificateholder.

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

        (d) In the event that any  Certificateholders  shall not surrender their
Certificates  for  final  payment  and  cancellation  on  or  before  the  Final
Distribution  Date,  the  Trustee  shall on such  date  cause  all  funds in the
Certificate Account not distributed in final distribution to  Certificateholders
to be withdrawn  therefrom and credited to the remaining  Certificateholders  by
depositing  such  funds in a separate  escrow  account  for the  benefit of such
Certificateholders,  and the  Master  Servicer  (if it  exercised  its  right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall
give a second  written notice to the remaining  Certificateholders  to surrender
their  Certificates  for cancellation  and receive the final  distribution  with
respect  thereto.  If within six months after the second notice any  Certificate
shall not have  been  surrendered  for  cancellation,  the  Trustee  shall  take
appropriate  steps as directed by the Master  Servicer to contact the  remaining
Certificateholders  concerning  surrender of their  Certificates.  The costs and
expenses of maintaining the escrow account and of contacting  Certificateholders
shall be paid out of the assets  which remain in the escrow  account.  If within
nine  months  after  the  second  notice  any  Certificates  shall not have been
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.



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

        (a) Any of REMIC I, REMIC II and REMIC III, as the case may be, shall be
terminated in accordance with the following additional requirements,  unless the
Trustee  and the Master  Servicer  have  received  an Opinion of Counsel  (which
Opinion of Counsel  shall not be an expense of the  Trustee)  to the effect that
the  failure of any of REMIC I,  REMIC II and REMIC III,  as the case may be, to
comply with the  requirements  of this  Section  9.02 will not (i) result in the
imposition on the Trust Fund of taxes on "prohibited transactions," as described
in Section 860F of the Code, or (ii) cause any of REMIC I, REMIC II or REMIC III
to fail to qualify as a REMIC at any time that any Certificate is outstanding:

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

               (ii)  The  Master  Servicer  shall  notify  the  Trustee  at  the
        commencement of such 90-day  liquidation  period and, at or prior to the
        time of making of the final  payment on the  Certificates,  the  Trustee
        shall sell or otherwise  dispose of all of the  remaining  assets of the
        Trust Fund in accordance with the terms hereof; and

               (iii) If the Master  Servicer is exercising its right to purchase
        the assets of the Trust  Fund,  the Master  Servicer  shall,  during the
        90-day  liquidation  period  and at or prior to the  Final  Distribution
        Date,  purchase all of the assets of the Trust Fund for cash;  provided,
        however,  that in the  event  that a  calendar  quarter  ends  after the
        commencement  of the  90-day  liquidation  period but prior to the Final
        Distribution  Date,  the Master  Servicer  shall not purchase any of the
        assets of the Trust Fund prior to the close of that calendar quarter.

        (b) Each  Holder of a  Certificate  and the Trustee  hereby  irrevocably
approves  and appoints the Master  Servicer as its  attorney-in-fact  to adopt a
plan of complete  liquidation for each of REMIC I, REMIC II and REMIC III at the
expense of the Trust Fund in  accordance  with the terms and  conditions of this
Agreement.




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                                    ARTICLE X

                                REMIC PROVISIONS

        Section  10.01       REMIC Administration.
                             --------------------

        (a) The REMIC  Administrator  shall  make an  election  to treat each of
REMIC I,  REMIC II and REMIC III as a REMIC  under the Code and,  if  necessary,
under  applicable  state law.  Such  election will be made on Form 1066 or other
appropriate  federal  tax or  information  return  (including  Form 8811) or any
appropriate  state  return for the  taxable  year  ending on the last day of the
calendar  year in  which  the  Certificates  are  issued.  The  REMIC I  Regular
Interests  shall be  designated  as the  "regular  interests"  and the Class R-I
Certificates  shall be designated  as the sole class of "residual  interests" in
the REMIC I. The REMIC II Regular  Interests shall be designated as the "regular
interests" and the Class R-II Certificates shall be designated as the sole class
of  "residual  interests"  in REMIC II. The Class A-I,  Class AP-I,  Class AV-I,
Class M-I-1, Class M-I-2, Class M-I-3, Class M-II-1, Class M-II-2, Class M-II-3,
Class B-I-1,  Class B-I-2,  Class B-I-3,  Class  B-II-1,  Class B-II-2 and Class
B-II-3  Certificates shall be designated as the "regular interests" in REMIC III
and the Class R-III Certificates shall be designated the sole class of "residual
interests"  in REMIC III.  The REMIC  Administrator  and the  Trustee  shall not
permit the  creation of any  "interests"  (within the meaning of Section 860G of
the Code) in the REMIC other than the Certificates.

        (b) The Closing Date is hereby  designated  as the "startup day" of each
of REMIC I, REMIC II and REMIC III within the meaning of Section  860G(a)(9)  of
the Code.

        (c) The REMIC  Administrator  shall hold a Class R  Certificate  in each
REMIC  representing a 0.01%  Percentage  Interest of the Class R Certificates in
each REMIC and shall be designated  as the "tax matters  person" with respect to
each of REMIC I, REMIC II and REMIC III in the manner  provided  under  Treasury
regulations    section    1.860F-4(d)   and   Treasury    regulations    section
301.6231(a)(7)-1.  The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each of REMIC I,  REMIC II and  REMIC  III in  relation  to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental  taxing authority with respect thereto.  The legal expenses,
including without  limitation  attorneys' or accountants' fees, and costs of any
such proceeding and any liability  resulting  therefrom shall be expenses of the
Trust  Fund and the  REMIC  Administrator  shall be  entitled  to  reimbursement
therefor out of amounts  attributable  to the  Mortgage  Loans on deposit in the
Custodial  Account as provided by Section  3.10 unless such legal  expenses  and
costs are incurred by reason of the REMIC  Administrator's  willful misfeasance,
bad faith or gross  negligence.  If the  REMIC  Administrator  is no longer  the
Master Servicer  hereunder,  at its option the REMIC  Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable  compensation not
to exceed  $3,000 per year by any  successor  Master  Servicer  hereunder for so
acting as the REMIC Administrator.

     (d) The REMIC  Administrator  shall  prepare or cause to be prepared all of
the Tax


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

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

        (f) The  Master  Servicer  and the REMIC  Administrator  shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or  desirable  to  maintain  the  status  thereof  as a REMIC  under  the  REMIC
Provisions  (and the  Trustee  shall  assist the Master  Servicer  and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC  Administrator to do so). In performing their duties as more  specifically
set forth  herein,  the Master  Servicer and the REMIC  Administrator  shall not
knowingly  or  intentionally  take any action,  cause the Trust Fund to take any
action  or fail to take (or fail to cause to be  taken)  any  action  reasonably
within their  respective  control and the scope of duties more  specifically set
forth herein,  that, under the REMIC  Provisions,  if taken or not taken, as the
case may be,  could (i) endanger the status of any of REMIC I, REMIC II or REMIC
III as a REMIC or (ii)  result in the  imposition  of a tax upon any of REMIC I,
REMIC  II or REMIC  III  (including  but not  limited  to the tax on  prohibited
transactions as defined in Section 860F(a)(2) of the Code (except as provided in
Section  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


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

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

        (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.



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<PAGE>



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

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

        (k)  Solely  for the  purposes  of  Section  1.860G-1(a)(4)(iii)  of the
Treasury  Regulations,   the  "latest  possible  maturity  date"  by  which  the
Certificate  Principal  Balance of each Class of  Certificates  (other  than the
Class AV-I Certificates) representing a regular interest in the applicable REMIC
and the Uncertificated  Principal Balance of each  Uncertificated  REMIC Regular
Interest (other than each Uncertificated REMIC Regular Interest represented by a
Class AV-I  Certificate,  if any) and the rights to the Class AV-I  Certificates
and  Uncertificated  REMIC  Regular  Interest  represented  by  any  Class  AV-I
Certificate  would  be  reduced  to zero is the  Maturity  Date  for  each  such
Certificate and Interest.

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

        (m) Neither the Trustee nor the Master  Servicer shall sell,  dispose of
or substitute for any of the Mortgage  Loans (except in connection  with (i) the
default,  imminent default or foreclosure of a Mortgage Loan,  including but not
limited to, the acquisition or sale of a Mortgaged  Property acquired by deed in
lieu  of  foreclosure,  (ii)  the  bankruptcy  of  the  Trust  Fund,  (iii)  the
termination  of any REMIC  pursuant  to Article IX of this  Agreement  or (iv) a
purchase of Mortgage Loans  pursuant to Article II or III of this  Agreement) or
acquire  any assets for any REMIC or sell or dispose of any  investments  in the
Custodial   Account  or  the  Certificate   Account  for  gain,  or  accept  any
contributions  to any REMIC  after the Closing  Date  unless it has  received an
Opinion of Counsel that such sale, disposition, substitution or acquisition will
not (a) affect  adversely the status of any of REMIC I, REMIC II or REMIC III as
a REMIC or (b) unless the Master  Servicer has determined in its sole discretion
to indemnify the Trust Fund against such tax, cause any REMIC to be subject to a
tax on  "prohibited  transactions"  or  "contributions"  pursuant  to the  REMIC
Provisions.



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     Section   10.02   Master   Servicer,   REMIC   Administrator   and  Trustee
Indemnification.

        (a) The Trustee agrees to indemnify the Trust Fund,  the Depositor,  the
REMIC  Administrator  and the Master Servicer for any taxes and costs including,
without limitation,  any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the
Trustee's  covenants  set forth in Article  VIII or this Article X. In the event
that  Residential  Funding is no longer the Master  Servicer,  the Trustee shall
indemnify  Residential  Funding  for any  taxes  and  costs  including,  without
limitation,  any reasonable attorneys fees imposed on or incurred by Residential
Funding as a result of a breach of the Trustee's  covenants set forth in Article
VIII or this Article X.

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

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




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<PAGE>



                                          ARTICLE XI

                                   MISCELLANEOUS PROVISIONS

        Section  11.01       Amendment.
                             ---------

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

               (i)    to cure any ambiguity,

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

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

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



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

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

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

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

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

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

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



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<PAGE>



        (e) The  Depositor  shall have the option,  in its sole  discretion,  to
obtain and deliver to the Trustee any corporate  guaranty,  payment  obligation,
irrevocable  letter  of  credit,   surety  bond,  insurance  policy  or  similar
instrument or a reserve  fund,  or any  combination  of the  foregoing,  for the
purpose of protecting the Holders of the Class R Certificates against any or all
Realized Losses or other  shortfalls.  Any such instrument or fund shall be held
by the Trustee for the benefit of the Class R Certificateholders,  but shall not
be and shall not be deemed to be under any  circumstances  included  in REMIC I,
REMIC  II or  REMIC  III.  To the  extent  that  any  such  instrument  or  fund
constitutes a reserve fund for federal income tax purposes, (i) any reserve fund
so established  shall be an outside  reserve fund and not an asset of the REMIC,
(ii) any such reserve fund shall be owned by the  Depositor,  and (iii)  amounts
transferred  by the REMIC to any such  reserve  fund shall be treated as amounts
distributed  by the REMIC to the  Depositor  or any  successor,  all  within the
meaning of Treasury  regulations  Section  1.860G-2(h).  In connection  with the
provision of any such  instrument  or fund,  this  Agreement  and any  provision
hereof may be modified,  added to,  deleted or  otherwise  amended in any manner
that is related or incidental to such instrument or fund or the establishment or
administration thereof, such amendment to be made by written instrument executed
or  consented  to by the  Depositor  and such  related  insurer  but without the
consent of any  Certificateholder and without the consent of the Master Servicer
or the  Trustee  being  required  unless  any such  amendment  would  impose any
additional  obligation  on, or otherwise  adversely  affect the interests of the
Certificateholders,  the Master Servicer or the Trustee, as applicable; provided
that the Depositor  obtains an Opinion of Counsel  (which need not be an opinion
of Independent counsel) to the effect that any such amendment will not cause (a)
any federal tax to be imposed on the Trust Fund,  including without  limitation,
any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of
the Code or on "contributions  after the startup date" under Section  860G(d)(1)
of the Code and (b) any of REMIC I,  REMIC II or REMIC III to fail to qualify as
a REMIC at any time that any Certificate is  outstanding.  In the event that the
Depositor  elects to provide  such  coverage  in the form of a limited  guaranty
provided by General Motors Acceptance Corporation,  the Depositor may elect that
the text of such amendment to this Agreement shall be  substantially in the form
attached hereto as Exhibit K (in which case  Residential  Funding's  Subordinate
Certificate Loss Obligation as described in such exhibit shall be established by
Residential  Funding's  consent to such amendment) and that the limited guaranty
shall be executed in the form attached hereto as Exhibit L, with such changes as
the Depositor shall deem to be appropriate; it being understood that the Trustee
has  reviewed  and  approved  the  content of such forms and that the  Trustee's
consent or approval to the use thereof is not required.

        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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<PAGE>



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, 450 West 33rd Street, 14th
Floor, New York, New York 10001, Attention:  Residential Asset Mortgage Products
Inc.  Series 2001-RM2 or such other address as may hereafter be furnished to the
Depositor and the Master Servicer in writing by the Trustee;  (d) in the case of
Fitch, One State Street Plaza, New York, New York 1004,  Attention:  Residential
Mortgage  Backed Group,  or such other address as may be hereafter  furnished to
the Depositor,  the Trustee and the Master Servicer in writing by Fitch; and (e)
in the case of Moody's,  99 Church Street, New York, New York 10007,  Attention:
ABS Monitoring  Department,  or such other address as may be hereafter furnished
to the Depositor, the Trustee and the Master Servicer in writing by Moody's. Any
notice required or permitted to be mailed to a Certificateholder  shall be given
by first class mail, postage prepaid,  at the address of such holder as shown in
the  Certificate  Register.  Any notice so mailed within the time  prescribed in
this Agreement shall be conclusively  presumed to have been duly given,  whether
or not the Certificateholder receives such notice.

        Section  11.06       Notices to Rating Agencies.
                             --------------------------

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

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

               (ii)   the occurrence of an Event of Default,

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


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<PAGE>



        a change in the majority ownership of the Trustee,

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

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

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

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

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

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

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

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

        Section  11.07       Severability of Provisions.
                             --------------------------

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

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

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


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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, REMIC II or
REMIC III as a REMIC or result in the  imposition  of a tax upon the Trust  Fund
(including  but not limited to the tax on prohibited  transaction  as defined in
Section  860F(a)(2) of the Code and the tax on  contributions  to a REMIC as set
forth in Section 860G(d) of the Code.




                                             131

<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:  Randy Van Zee                            Name: Julie Steinhagen
        Title:   Vice President                         Title:    Vice President



[Seal]                                          RESIDENTIAL FUNDING CORPORATION


Attest:                                         By:
        ---------------------------------------
        Name:  Julie Steinhagen                         Name: Randy Van Zee
        Title:   Director                               Title:    Director




[Seal]                                          JPMORGAN CHASE BANK
                                                                  as Trustee


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






<PAGE>



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

        On the 28th day of December, 2001, before me, a notary public in and for
said  State,  personally  appeared  Julie  Steinhagen,  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 December, 2001, before me, a notary public in and for
said State,  personally  appeared Randy Van Zee, 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 NEW YORK                   )
                                    ) ss.:
COUNTY OF NEW YORK                  )

        On the 28th day of December, 2001, before me, a notary public in and for
said State,  personally  appeared Mark McDermott,  known to me to be a Assistant
Vice  President of JPMorgan  Chase Bank,  a national  banking  corporation  that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed  it on behalf of said  corporation,  and  acknowledged  to me that such
corporation executed the within instrument.

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

                                                    Notary Public








<PAGE>


                                    EXHIBIT A

                           FORM OF CLASS A CERTIFICATE

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




<PAGE>
<TABLE>
<CAPTION>



<S>                                                 <C>
Class A-[___] Senior Certificates               No. 1
                                                [___%] Pass-Through Rate
Date of Pooling and Servicing Agreement         Percentage Interest 100%
and Cut-off Date:
December 1, 2001
First Distribution Date:                        Aggregate Initial [Certificate Principal
January 25, 2002                                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:              $_______________
--------------------
Maturity Date:                                  CUSIP ___________
[May 25, 2031][June 25, 2031]
</TABLE>

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2001-RM2

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 hybrid adjustable 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  hybrid  adjustable  interest  rate,  first lien mortgage loans (the
"Mortgage   Loans"),   sold  by  Residential  Asset  Mortgage   Products,   Inc.
(hereinafter  called the  "Depositor,"  which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Depositor, the Master Servicer and JPMorgan Chase Bank, as trustee (the



<PAGE>



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

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

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

        Notwithstanding  the above,  the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that  purpose in the City and State of New York.  The Initial
[Certificate  Principal  Balance][Notional  Amount] of this  Certificate  is set
forth above. The [Certificate Principal Balance][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  and the  Policy,  all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds  are  advanced  with  respect  to  any  Mortgage  Loan,  such  advance  is
reimbursable  to the Master  Servicer,  to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.

        As provided in the  Agreement,  withdrawals  from the Custodial  Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the  Master  Servicer  from  time to time  for  purposes  other  than
distributions to Certificateholders,  such purposes including 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 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 related  Certificates.  The Agreement permits,
but does not require, the Master Servicer (i) to purchase, at a price determined
as provided in the  Agreement,  all  remaining  Mortgage  Loans and all property
acquired in respect of any Mortgage  Loan or (ii) to purchase in whole,  but not
in part, all of the Class A  Certificates  from the Holders  thereof;  provided,
that any such option may only be exercised  if the  aggregate  Stated  Principal
Balance of the Mortgage Loans, as applicable,  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, as applicable.

        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.

                              JPMorgan Chase Bank,
                                            as Trustee


                                            By:
                                                   Authorized Signatory

Dated: December 28, 2001

                                 CERTIFICATE OF AUTHENTICATION

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

                              JPMorgan Chase Bank,
                                            as Certificate Registrar


                                            By:
                                                   Authorized Signatory





<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
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) 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
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY



<PAGE>



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>


<S>                                                 <C>
Class M-[___] Senior Certificates               No. 1
                                                [___%] Pass-Through Rate
Date of Pooling and Servicing Agreement         Percentage Interest 100%
and Cut-off Date:
December 1, 2001
First Distribution Date:                        Aggregate Initial [Certificate Principal Balance]
January 25, 2002                                [Notional Amount] of the Class M-[___]
                                                Certificates: $_______________
Master Servicer:                                Initial [Certificate Principal Balance] [Notional
Residential Funding Corporation                 Amount] of this Class M-[___] Certificate:
                                                $---------------
Final Scheduled Distribution Date:              $_______________
--------------------
Maturity Date:                                  CUSIP ___________
[May 25, 2031][June 25, 2031]
Class M-[___] Mezzanine Aggregate Certificate Principal Balance of the Class M-[___] Certificates:
$---------------
</TABLE>

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2001-RM2

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  hybrid  adjustable  interest  rate,  first lien mortgage
loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

        This  Certificate  is payable  solely from the assets of the Trust Fund,
and does not  represent  an  obligation  of or  interest  in  Residential  Asset
Mortgage Products,  Inc., the Master Servicer,  the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their  affiliates.  Neither this Certificate
nor the underlying  Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality  or by Residential Asset Mortgage Products,  Inc., the
Master  Servicer,  the  Trustee or GMAC  Mortgage  Group,  Inc.  or any of their
affiliates.  None of the Depositor,  the Master  Servicer,  GMAC Mortgage Group,
Inc. or any of their  affiliates  will have any  obligation  with respect to any
certificate  or other  obligation  secured by or payable  from  payments  on the
Certificates.

     This certifies  that 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



<PAGE>



of one- to four-family  hybrid  adjustable  rate, first lien mortgage loans (the
"Mortgage   Loans"),   sold  by  Residential  Asset  Mortgage   Products,   Inc.
(hereinafter  called the  "Depositor,"  which term includes any successor entity
under the Agreement referred to below).

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

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  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



<PAGE>



Agreement  shall  indemnify and hold harmless the  Depositor,  the Trustee,  the
Master Servicer,  any  Subservicer,  and the Trust Fund from and against any and
all liabilities,  claims, costs or expenses incurred by such parties as a result
of such acquisition or holding.

        This  Certificate  is one of a duly  authorized  issue  of  Certificates
issued in several Classes  designated as Mortgage  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.




<PAGE>



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

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

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

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

        The obligations  created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last 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  or the  Depositor  to (i)  purchase at a price  determined  as
provided in the Agreement all remaining Mortgage Loans and all property acquired
in respect of any Mortgage Loan or (ii) purchase in whole,  but not in part, all
of the Certificates from the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal  Balance of the Mortgage Loans as
of the  Distribution  Date upon  which the  proceeds  of any such  purchase  are
distributed  is less than ten percent of the Cut-off Date  Principal  Balance of
the Mortgage Loans.

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





<PAGE>



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

                              JPMorgan Chase Bank,
                                            as Trustee


                                            By:
                                                   Authorized Signatory

Dated: December 28, 2001

                                 CERTIFICATE OF AUTHENTICATION

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

                              JPMorgan Chase Bank,
                                            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 AND CLASS R
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 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.
<TABLE>
<CAPTION>

<S>                                                 <C>
Class B-[___] Senior Certificates               No. 1
                                                [___%] Pass-Through Rate
Date of Pooling and Servicing Agreement         Percentage Interest 100%
and Cut-off Date:
December 1, 2001
First Distribution Date:                        Aggregate Initial [Certificate Principal Balance]
January 25, 2002                                [Notional Amount] of the Class B-[___]
                                                Certificates: $_______________
Master Servicer:                                Initial [Certificate Principal Balance] [Notional
Residential Funding Corporation                 Amount] of this Class B-[___] Certificate:
                                                $---------------
Final Scheduled Distribution Date:              $_______________
--------------------
Maturity Date:                                  CUSIP ___________
[May 25, 2031][June 25, 2031]
</TABLE>

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2001-RM2

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  hybrid  adjustable  interest  rate,  first lien mortgage
loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.




<PAGE>



        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  hybrid  adjustable  rate,  first lien mortgage loans (the "Mortgage
Loans"),  sold by Residential Asset Mortgage Products,  Inc. (hereinafter called
the  "Depositor,"  which term includes any successor  entity under the Agreement
referred to below).

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

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  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



<PAGE>



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 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



<PAGE>



for purposes  other than  distributions  to  Certificateholders,  such  purposes
including  without  limitation  reimbursement  to the  Depositor  and the Master
Servicer of advances made, or certain expenses incurred, by either of them.

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

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

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

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

        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.



<PAGE>



        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  or the  Depositor  to (i)  purchase at a price  determined  as
provided in the Agreement all remaining Mortgage Loans and all property acquired
in respect of any Mortgage Loan or (ii) purchase in whole,  but not in part, all
of the Certificates from the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal  Balance of the Mortgage Loans as
of the  Distribution  Date upon  which the  proceeds  of any such  purchase  are
distributed  is less than ten percent of the Cut-off Date  Principal  Balance of
the Mortgage Loans.

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





<PAGE>



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

                              JPMorgan Chase Bank,
                                            as Trustee


                                            By:
                                                   Authorized Signatory

Dated: December 28, 2001

                                 CERTIFICATE OF AUTHENTICATION

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

                              JPMorgan Chase Bank,
                                            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]  [R-III]  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]  [R-III]  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.

<TABLE>

<S>                                                 <C>
Class R-[___] Senior Certificates               No. 1
                                                [___%] Pass-Through Rate
Date of Pooling and Servicing Agreement         Percentage Interest 100%
and Cut-off Date:
December 1, 2001
First Distribution Date:                        Aggregate Initial [Certificate Principal Balance]
January 25, 2002                                [Notional Amount] of the Class R-[___]
                                                Certificates: $_______________
Master Servicer:                                Initial [Certificate Principal Balance] [Notional
Residential Funding Corporation                 Amount] of this Class R-[___] Certificate:
                                                $---------------
Final Scheduled Distribution Date:              $_______________
--------------------
Maturity Date:                                  CUSIP ___________
[May 25, 2031][June 25, 2031]
</TABLE>

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2001-RM2

evidencing a  percentage  interest in any  distributions  allocable to the Class
[R-I] [R- II] [R-III]  Certificates  with  respect to the Trust Fund  consisting
primarily of a pool of one- to  four-family  hybrid  adjustable  interest  rate,
first lien mortgage loans sold by RESIDENTIAL MORTGAGE PRODUCTS, INC.




<PAGE>



        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
hybrid  adjustable  interest  rate,  first lien  mortgage  loans (the  "Mortgage
Loans"),  sold by Residential Asset Mortgage Products,  Inc. (hereinafter called
the  "Depositor,"  which term includes any successor  entity under the Agreement
referred  to  below).  The Trust  Fund was  created  pursuant  to a Pooling  and
Servicing  Agreement  dated as  specified  above  (the  "Agreement")  among  the
Depositor,  the Master  Servicer  and  JPMorgan  Chase  Bank,  as  trustee  (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereafter.  To the extent not defined herein,  the capitalized  terms used
herein have the meanings  assigned in the Agreement.  This Certificate is issued
under and is subject to the terms,  provisions  and conditions of the Agreement,
to which  Agreement the Holder of this  Certificate  by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  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.



<PAGE>



        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 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



<PAGE>



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,  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  Loans and all property
acquired in respect of such Mortgage Loans,  thereby  effecting early retirement
of the related Certificates. The Agreement



<PAGE>



permits, but does not require,  the Master Servicer (i) to purchase,  at a price
determined as provided in the  Agreement,  all remaining  Loans and all property
acquired in respect of any Mortgage  Loan or (ii) to 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 Loans, as applicable, 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 Loans, as applicable.

        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.

                              JPMorgan Chase Bank,
                                            as Trustee


                                            By:
                                                   Authorized Signatory

Dated: December 28, 2001

                                 CERTIFICATE OF AUTHENTICATION

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

                              JPMorgan Chase Bank,
                                            as Certificate Registrar


                                            By:
                                                   Authorized Signatory





<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 December 1, 2001,  by and among  JPMorgan  Chase
Bank, as trustee  (including its successors under the Pooling  Agreement defined
below, the "Trustee"),  RESIDENTIAL  ASSET MORTGAGE  PRODUCTS,  INC., as company
(together with any successor in interest,  the "Company"),  RESIDENTIAL  FUNDING
CORPORATION,  as master  servicer  (together  with any  successor in interest or
successor under the Pooling Agreement  referred to below, the "Master Servicer")
and WELLS FARGO BANK MINNESOTA,  NATIONAL  ASSOCIATION,  as custodian  (together
with any  successor  in  interest  or any  successor  appointed  hereunder,  the
"Custodian").


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

        WHEREAS, the Company, the Master Servicer,  and the Trustee have entered
into a Pooling and Servicing  Agreement,  dated as of December 1, 2001, relating
to  the  issuance  of  Residential  Asset  Mortgage  Products,   Inc.,  Mortgage
Asset-Backed  Pass-Through  Certificates,  Series  2001-RM2 (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:

1.      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.

2.      Custody of Mortgage Documents

        (a)  Custodian  to Act as  Agent;  Acceptance  of  Mortgage  Files.  The
Custodian,  as the duly  appointed  agent of the  Trustee  for  these  purposes,
acknowledges  receipt of the  Mortgage  Files  relating  to the  Mortgage  Loans
identified on the schedule  attached hereto (the "Mortgage  Files") and declares
that



<PAGE>



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.

        (b)  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.

        (c)    Review of Mortgage Files.

               i. 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.

               ii. 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.
        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



<PAGE>



        File.

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

        Upon receipt of written  request  from the  Trustee,  the 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.

        (d)  Notification of Breaches of  Representations  and Warranties.  Upon
discovery by the Custodian of a breach of any representation or warranty made by
the Master Servicer or the Company as set forth in the Pooling  Agreement or the
Insurance  Agreement or by a Seller in a Seller's  Agreement  or by  Residential
Funding or the Company in the  Assignment  Agreement  with respect to a Mortgage
Loan relating to a Mortgage File, the Custodian shall give prompt written notice
to the Company, the Master Servicer and the Trustee.

        (e)  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.

        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



<PAGE>



updated Request for Release signed by a Servicing  Officer  certifying as to the
name and address of the Person to which such  Mortgage File or such document was
delivered and the purpose or purposes of such delivery. Immediately upon receipt
of any  Mortgage  File  returned to the  Custodian by the Master  Servicer,  the
Custodian  shall  deliver  a  signed  acknowledgment  to  the  Master  Servicer,
confirming receipt of such Mortgage File.

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

        (f) 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.

3.      Concerning the Custodian

        (a)  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.

        (b) Indemnification. The Company hereby agrees to indemnify and hold the
Custodian harmless from and against all claims,  liabilities,  losses,  actions,
suits or proceedings at law or in equity, or any other expenses, fees or charges
of any  character  or nature,  which the  Custodian  may incur or with which the
Custodian  may be  threatened  by reason of its acting as  custodian  under this
Agreement,  including  indemnification  of the  Custodian  against  any  and all
expenses,  including  attorney's  fees if  counsel  for the  Custodian  has been
approved  by the  Company,  and  the  cost  of  defending  any  action,  suit or
proceedings



<PAGE>



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.

     (c) 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.

        (d) 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.

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

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

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




<PAGE>



        (f) 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.

        (g)  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.

4.      Miscellaneous Provisions

        (a)  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.

        (b)  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.

        (c)  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.

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



<PAGE>




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

        (e)  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:       450 West 33rd Street, 14th Floor   JPMorgan Chase Bank,
               New York, New York 10001           as Trustee
               Attention: Structured Finance,
               Residential Asset Mortgage         By:
               Products, Inc., Series 2001-RM2    Name:
                                     Title:

Address:       8400 Normandale Lake Boulevard     RESIDENTIAL ASSET MORTGAGE
               Suite 250                          PRODUCTS, INC.
               Minneapolis, Minnesota 55437
                                       By:
                                                  Name:   Julie Steinhagen
                                                  Title:  Vice President

Address:       8400 Normandale Lake Boulevard     RESIDENTIAL FUNDING
               Suite 250                         CORPORATION, as Master Servicer
               Minneapolis, Minnesota 55437
                                       By:
                                                  Name:   Randy Van Zee
                                                  Title:  Director

Address:       1015 Tenth Avenue S.E.             WELLS FARGO BANK MINNESOTA,
               Minneapolis, Minnesota 55414       NATIONAL ASSOCIATION

                                       By:
                                                  Name:   Herb Nelson
                                                Title:  Assistant Vice President





<PAGE>



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

        On the 28th day of December, 2001, before me, a notary public in and for
said  State,  personally  appeared  ___________________,  known  to  me  to be a
_________________  of JPMorgan Chase Bank, a national  banking  association that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed  it on  behalf of said  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 December, 2001, before me, a notary public in and for
said  State,  personally  appeared  Julie  Steinhagen,  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 December, 2001, before me, a notary public in and for
said State, personally appeared,  Randy Van Zee, 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 December, 2001, before me, a notary public in and for
said State, personally appeared Herb Nelson known to me to be a Trust Officer of
Wells Fargo Bank Minnesota, National Association, a national banking association
that executed the within  instrument,  and also known to me to be the person who
executed it on behalf of said national banking association,  and acknowledged to
me that such national banking association executed the within instrument.

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

                                                   Notary Public




[Notarial Seal]





<PAGE>



                                         EXHIBIT ONE

                                      FORM OF CUSTODIAN
                                    INITIAL CERTIFICATION


                                December 28, 2001


JPMorgan Chase Bank
450 West 33rd Street, 14th Floor
New York, New York 10001

Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series
2001-RM2

               Re:  Custodial  Agreement,  dated as of December 28, 2001, by and
                    among  JPMorgan  Chase  Bank,   Residential  Asset  Mortgage
                    Products,  Inc.,  Residential  Funding Corporation and Wells
                    Fargo Bank  Minnesota,  National  Association,  relating  to
                    Mortgage  Asset-Backed  Pass-Through  Certificates,   Series
                    2001-RM2

Ladies and Gentlemen:

        In  accordance  with  Section  2.3  of  the  above-captioned   Custodial
Agreement,   and  subject  to  Section  2.02  of  the  Pooling  Agreement,   the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which  contains an original  Mortgage Note or an original  Lost Note  Affidavit
with a copy of the  related  Mortgage  Note) to the extent  required  in Section
2.01(b) of the Pooling  Agreement  with respect to each  Mortgage Loan listed in
the Mortgage Loan Schedule,  with any  exceptions  listed on Schedule A attached
hereto.

        Capitalized  words and  phrases  used herein  shall have the  respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                            WELLS FARGO BANK MINNESOTA,
                              NATIONAL ASSOCIATION


                                            By:
                                            Name:
                                            Title:




<PAGE>



                                         EXHIBIT TWO

                           FORM OF CUSTODIAN INTERIM CERTIFICATION


                                            ________________ ____, 200__


JPMorgan Chase Bank
450 West 33rd Street, 14th Floor
New York, New York 10001

Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series
2001-RM2

               Re:  Custodial  Agreement,  dated as of December 1, 2001,  by and
                    among  JPMorgan  Chase  Bank,   Residential  Asset  Mortgage
                    Products,  Inc.,  Residential  Funding Corporation and Wells
                    Fargo Bank  Minnesota,  National  Association,  relating  to
                    Mortgage  Asset-Backed  Pass-Through  Certificates,   Series
                    2001-RM2

Ladies and Gentlemen:

        In  accordance  with  Section  2.3  of  the  above-captioned   Custodial
Agreement, the undersigned,  as Custodian, hereby certifies that it has received
a  Mortgage  File to the extent  required  pursuant  to  Section  2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule,  and it has reviewed the Mortgage  File and the Mortgage Loan Schedule
and has determined that: all required  documents have been executed and received
and that such documents  relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.

        Capitalized  words and  phrases  used herein  shall have the  respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                            WELLS FARGO BANK MINNESOTA,
                              NATIONAL ASSOCIATION


                                            By:
                                            Name:
                                            Title:




<PAGE>



                                        EXHIBIT THREE

                            FORM OF CUSTODIAN FINAL CERTIFICATION



                                            _____________ ___, 200__



JPMorgan Chase Bank
450 West 33rd Street, 14th Floor
New York, New York 10001

Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series
2001-RM2

               Re:  Custodial  Agreement,  dated as of December 1, 2001,  by and
                    among  JPMorgan  Chase  Bank,   Residential  Asset  Mortgage
                    Products,  Inc.,  Residential  Funding Corporation and Wells
                    Fargo Bank  Minnesota,  National  Association,  relating  to
                    Mortgage  Asset-Backed  Pass-Through  Certificates,   Series
                    2001-RM2

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
related to the Mortgage Loans identified on the Mortgage Loan Schedule.

        Capitalized  words and  phrases  used herein  shall have the  respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                            WELLS FARGO BANK MINNESOTA,
                              NATIONAL ASSOCIATION


                                            By:
                                            Name:
                                            Title:




<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



<PAGE>



Title
Date



<PAGE>



                                    EXHIBIT F

                             MORTGAGE LOAN SCHEDULE

                          TO BE PROVIDED UPON REQUEST.

  RUN ON     : 01/08/02           RFC DISCLOSURE SYSTEM       RFFSDFIX-01
  AT         : 09.24.11           FIXED PASSTHRU REPORT       AMORTIZED BALANCE
  SERIES     : RAMP 2001-RM2  FIXED                           CUTOFF : 12/01/01
  POOL       : 0004561
             :
             :
  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
  --------------------------------------------------------------------------

      3911858                              .2500
      155,908.01                          .0350
            8.5000                         .0000
            8.2500                         .0000
            8.2150                         .0000
            7.0000                        1.2150

      4041006                              .5000
       20,059.15                          .0350
           13.0000                         .0000
           12.5000                         .0000
           12.4650                         .0000
            7.0000                        5.4650

      4129499                              .5000
       52,943.01                          .7050
           10.0000                         .0000
            9.5000                         .0000
            8.7950                         .0000
            7.0000                        1.7950

      4129614                              .5000
       63,668.57                          .7050
           11.0000                         .0000
           10.5000                         .0000
            9.7950                         .0000
            7.0000                        2.7950

      4130364                              .5000
       92,602.67                          .7050
            9.5000                         .0000
            9.0000                         .0000
            8.2950                         .0000
            7.0000                        1.2950

      4156454                              .5000
       15,604.39                          .0350
           10.0000                         .0000
            9.5000                         .0000
            9.4650                         .0000
            7.0000                        2.4650
1



      4156528                              .5000
       15,000.61                          .0350
            9.5000                         .0000
            9.0000                         .0000
            8.9650                         .0000
            7.0000                        1.9650

      4156531                              .5000
      148,492.06                          .0350
            9.0000                         .0000
            8.5000                         .0000
            8.4650                         .0000
            7.0000                        1.4650

      4353247                              .2500
      107,078.75                          .0350
           10.4500                         .0000
           10.2000                         .0000
           10.1650                         .0000
            7.0000                        3.1650

      4353248                              .2500
      138,088.37                          .0350
           10.5000                         .0000
           10.2500                         .0000
           10.2150                         .0000
            7.0000                        3.2150

      4353250                              .2500
      118,142.56                          .0350
           10.6000                         .0000
           10.3500                         .0000
           10.3150                         .0000
            7.0000                        3.3150

      4353253                              .2500
      140,578.28                          .0350
           10.2000                         .0000
            9.9500                         .0000
            9.9150                         .0000
            7.0000                        2.9150

      4353262                              .2500
      143,939.83                          .0350
            9.1900                         .0000
            8.9400                         .0000
            8.9050                         .0000
            7.0000                        1.9050

      4353264                              .2500
      104,351.14                          .0350
           12.3800                         .0000
           12.1300                         .0000
           12.0950                         .0000
            7.0000                        5.0950
1



      4509996                              .5000
       62,599.38                          .0350
           10.7500                         .0000
           10.2500                         .0000
           10.2150                         .0000
            7.0000                        3.2150

      4509998                              .5000
       26,801.91                          .0350
           10.4900                         .0000
            9.9900                         .0000
            9.9550                         .0000
            7.0000                        2.9550

      4510009                              .5000
       54,363.11                          .0350
           10.9900                         .0000
           10.4900                         .0000
           10.4550                         .0000
            7.0000                        3.4550

      4510027                              .5000
       59,076.14                          .0350
           10.2500                         .0000
            9.7500                         .0000
            9.7150                         .0000
            7.0000                        2.7150

      4510059                              .5000
       57,759.59                          .0350
           10.7500                         .0000
           10.2500                         .0000
           10.2150                         .0000
            7.0000                        3.2150

      4510064                              .5000
       64,770.38                          .0350
           11.3900                         .0000
           10.8900                         .0000
           10.8550                         .0000
            7.0000                        3.8550

      4510106                              .5000
       32,589.71                          .0350
           10.9900                         .0000
           10.4900                         .0000
           10.4550                         .0000
            7.0000                        3.4550

      4510118                              .5000
      162,542.62                          .0350
           11.9900                         .0000
           11.4900                         .0000
           11.4550                         .0000
            7.0000                        4.4550
1



      4535873                              .5000
       41,307.55                          .0350
            7.0000                         .0000
            6.5000                         .0000
            6.4650                         .0000
            6.4650                         .0000

      4580026                              .5000
      151,321.90                          .0350
            7.0000                         .0000
            6.5000                         .0000
            6.4650                         .0000
            6.4650                         .0000

      4580027                              .5000
       80,000.03                          .0350
            7.5000                         .0000
            7.0000                         .0000
            6.9650                         .0000
            6.9650                         .0000

      4580034                              .5000
        1,316.02                          .0350
            7.0000                         .0000
            6.5000                         .0000
            6.4650                         .0000
            6.4650                         .0000

      4689655                              .5000
       70,345.76                          .0350
           10.8000                         .0000
           10.3000                         .0000
           10.2650                         .0000
            7.0000                        3.2650

      4689666                              .5000
       21,103.89                          .0350
            8.7500                         .0000
            8.2500                         .0000
            8.2150                         .0000
            7.0000                        1.2150

      4690544                              .5000
       58,699.83                          .0350
           11.1250                         .0000
           10.6250                         .0000
           10.5900                         .0000
            7.0000                        3.5900

      4690653                              .5000
       21,497.05                          .0350
           11.5000                         .0000
           11.0000                         .0000
           10.9650                         .0000
            7.0000                        3.9650
1



      4851199                             1.1100
      127,366.79                          .0350
           10.7500                         .0000
            9.6400                         .0000
            9.6050                         .0000
            7.0000                        2.6050

      4851209                              .5000
       86,646.90                          .0350
            9.5700                         .0000
            9.0700                         .0000
            9.0350                         .0000
            7.0000                        2.0350

      4851221                              .2500
      102,781.11                          .0350
            9.6250                         .0000
            9.3750                         .0000
            9.3400                         .0000
            7.0000                        2.3400

      4851227                              .5500
      102,145.10                          .0350
            9.6250                         .0000
            9.0750                         .0000
            9.0400                         .0000
            7.0000                        2.0400

      4851229                              .2500
      406,640.21                          .0350
            9.3750                         .0000
            9.1250                         .0000
            9.0900                         .0000
            7.0000                        2.0900

      4851230                              .3850
      133,406.66                          .0350
            9.1250                         .0000
            8.7400                         .0000
            8.7050                         .0000
            7.0000                        1.7050

      4851231                              .2500
      282,945.64                          .0350
            9.2500                         .0000
            9.0000                         .0000
            8.9650                         .0000
            7.0000                        1.9650

      4851232                              .2750
      269,135.77                          .0350
            9.0000                         .0000
            8.7250                         .0000
            8.6900                         .0000
            7.0000                        1.6900
1



      4851237                              .2500
       58,519.63                          .0350
            9.5000                         .0000
            9.2500                         .0000
            9.2150                         .0000
            7.0000                        2.2150

      4851242                              .3250
      129,827.14                          .0350
            9.5000                         .0000
            9.1750                         .0000
            9.1400                         .0000
            7.0000                        2.1400

      4851272                              .5450
      421,296.95                          .0350
            9.6250                         .0000
            9.0800                         .0000
            9.0450                         .0000
            7.0000                        2.0450

      4851273                              .8450
       85,906.44                          .0350
            9.3750                         .0000
            8.5300                         .0000
            8.4950                         .0000
            7.0000                        1.4950

      4851278                              .5000
      216,342.00                          .0350
            8.7500                         .0000
            8.2500                         .0000
            8.2150                         .0000
            7.0000                        1.2150

      4851279                              .5000
      257,468.39                          .0350
            9.0000                         .0000
            8.5000                         .0000
            8.4650                         .0000
            7.0000                        1.4650

      4851281                              .5000
      217,557.39                          .0350
            9.1250                         .0000
            8.6250                         .0000
            8.5900                         .0000
            7.0000                        1.5900

      4851282                              .3100
      257,468.39                          .0350
            9.0000                         .0000
            8.6900                         .0000
            8.6550                         .0000
            7.0000                        1.6550
1



      4851286                              .5000
       90,995.79                          .0350
            9.6250                         .0000
            9.1250                         .0000
            9.0900                         .0000
            7.0000                        2.0900

      4851290                              .2500
       87,526.76                          .0350
            9.3750                         .0000
            9.1250                         .0000
            9.0900                         .0000
            7.0000                        2.0900

      4934242                              .5000
      135,657.84                          .0350
           12.5000                         .0000
           12.0000                         .0000
           11.9650                         .0000
            7.0000                        4.9650

      4934243                              .5000
      202,382.88                          .0350
           10.2200                         .0000
            9.7200                         .0000
            9.6850                         .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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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



      5660667                              .5000
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      5661541                              .5000
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      5661545                              .5000
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      5661556                              .5000
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      5661562                              .5000
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1



      5661568                              .5000
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      5661572                              .5000
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      5661578                              .5000
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      5661585                              .5000
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      5661587                              .5000
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      5661595                              .5000
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      5661596                              .5000
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      5661598                              .5000
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1



      5661606                              .5000
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      5661621                              .5000
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      5661625                              .5000
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      5661626                              .5000
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      5661627                              .5000
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      5661628                              .5000
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      5661638                              .5000
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      5662222                              .2500
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1



      5662223                              .2500
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      5662224                              .2500
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      5662225                              .2500
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      5662226                              .2500
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      5662227                              .2500
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      5662228                              .2500
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      5662229                              .2500
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      5662231                              .2500
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1



      5662233                              .2500
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      5662234                              .2500
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      5662237                              .2500
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      5662238                              .2500
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      5662239                              .2500
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      5662240                              .2500
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      5662241                              .2500
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      5662242                              .2500
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1



      5666334                              .5000
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      5666341                              .5000
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      5666352                              .5000
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      5666376                              .5000
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      5666405                              .5000
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      5666406                              .5000
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      5666408                              .5000
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      5666411                              .5000
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1



      5666432                              .5000
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      5666472                              .5000
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      5666483                              .5000
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      5666486                              .5000
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      5666495                              .5000
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      5666501                              .5000
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      5666515                              .5000
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      5666768                              .5000
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1



      5698101                              .2500
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      5698106                              .2500
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      5698111                              .2500
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      5698126                              .2500
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      5698154                              .2500
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      5698172                              .2500
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      5698178                              .2500
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1



      5698190                              .2500
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      5698208                              .2500
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      5698214                              .2500
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      5698222                              .2500
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1



      5698238                              .2500
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      5698245                              .2500
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1



      5698273                              .2500
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1



      5698303                              .2500
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1



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1



      5698363                              .2500
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1



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1



      5698421                              .2500
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1



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1



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1



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1



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      248,470.75                          .0350
            7.3750                         .0000
            7.1250                         .0000
            7.0900                         .0000
            7.0000                         .0900
1



      6635886                              .2500
      170,943.63                          .0350
            6.5000                         .0000
            6.2500                         .0000
            6.2150                         .0000
            6.2150                         .0000

      6635888                              .2500
      313,462.05                          .0350
            6.8750                         .0000
            6.6250                         .0000
            6.5900                         .0000
            6.5900                         .0000

      6635890                              .2500
      219,008.64                          .0350
            6.5000                         .0000
            6.2500                         .0000
            6.2150                         .0000
            6.2150                         .0000

      6635892                              .2500
      266,220.54                          .0350
            7.1250                         .0000
            6.8750                         .0000
            6.8400                         .0000
            6.8400                         .0000

      6635894                              .2500
      318,234.13                          .0350
            7.6250                         .0000
            7.3750                         .0000
            7.3400                         .0000
            7.0000                         .3400

      6635896                              .2500
      210,243.81                          .0350
            7.8750                         .0000
            7.6250                         .0000
            7.5900                         .0000
            7.0000                         .5900

      6635898                              .2500
      591,927.35                          .0350
            6.8750                         .0000
            6.6250                         .0000
            6.5900                         .0000
            6.5900                         .0000

      6635902                              .2500
      407,583.12                          .0350
            7.2500                         .0000
            7.0000                         .0000
            6.9650                         .0000
            6.9650                         .0000
1



      6635904                              .2500
      338,539.24                          .0350
            8.1250                         .0000
            7.8750                         .0000
            7.8400                         .0000
            7.0000                         .8400

      6635906                              .2500
       68,879.83                          .0350
            6.6250                         .0000
            6.3750                         .0000
            6.3400                         .0000
            6.3400                         .0000

      6635908                              .2500
      293,246.93                          .0350
            6.9900                         .0000
            6.7400                         .0000
            6.7050                         .0000
            6.7050                         .0000

      6635910                              .2500
      352,875.04                          .0350
            6.9900                         .0000
            6.7400                         .0000
            6.7050                         .0000
            6.7050                         .0000

      6635912                              .2500
      165,275.42                          .0350
            6.8750                         .0000
            6.6250                         .0000
            6.5900                         .0000
            6.5900                         .0000

      6635922                              .2500
      308,989.70                          .0350
            7.5000                         .0000
            7.2500                         .0000
            7.2150                         .0000
            7.0000                         .2150

      6635926                              .2500
      286,641.36                          .0350
            6.3750                         .0000
            6.1250                         .0000
            6.0900                         .0000
            6.0900                         .0000

      6635928                              .2500
      271,841.68                          .0350
            7.5000                         .0000
            7.2500                         .0000
            7.2150                         .0000
            7.0000                         .2150
1



      6635932                              .2500
      167,329.93                          .0350
            6.8750                         .0000
            6.6250                         .0000
            6.5900                         .0000
            6.5900                         .0000

      6635934                              .2500
      293,009.09                          .0350
            6.5000                         .0000
            6.2500                         .0000
            6.2150                         .0000
            6.2150                         .0000

      6635936                              .2500
      412,035.77                          .0350
            7.6250                         .0000
            7.3750                         .0000
            7.3400                         .0000
            7.0000                         .3400

      6635938                              .2500
      369,865.49                          .0350
            7.9900                         .0000
            7.7400                         .0000
            7.7050                         .0000
            7.0000                         .7050

      6635942                              .2500
      397,505.07                          .0350
            8.1250                         .0000
            7.8750                         .0000
            7.8400                         .0000
            7.0000                         .8400

      6635944                              .2500
      275,996.48                          .0350
            6.3750                         .0000
            6.1250                         .0000
            6.0900                         .0000
            6.0900                         .0000

      6635950                              .2500
      344,265.26                          .0350
            7.6250                         .0000
            7.3750                         .0000
            7.3400                         .0000
            7.0000                         .3400

      6635952                              .2500
      343,215.68                          .0350
            6.8750                         .0000
            6.6250                         .0000
            6.5900                         .0000
            6.5900                         .0000
1



      6635954                              .2500
      207,066.97                          .0350
            6.3750                         .0000
            6.1250                         .0000
            6.0900                         .0000
            6.0900                         .0000

      6635956                              .2500
      207,114.26                          .0350
            6.7500                         .0000
            6.5000                         .0000
            6.4650                         .0000
            6.4650                         .0000

      6635958                              .2500
      411,519.42                          .0350
            7.3750                         .0000
            7.1250                         .0000
            7.0900                         .0000
            7.0000                         .0900

      6635962                              .2500
      546,839.54                          .0350
            7.8750                         .0000
            7.6250                         .0000
            7.5900                         .0000
            7.0000                         .5900

      6635964                              .2500
      381,429.03                          .0350
            7.7500                         .0000
            7.5000                         .0000
            7.4650                         .0000
            7.0000                         .4650

      6635966                              .2500
      231,361.82                          .0350
            6.5000                         .0000
            6.2500                         .0000
            6.2150                         .0000
            6.2150                         .0000

      6635970                              .2500
      188,245.12                          .0350
            6.5000                         .0000
            6.2500                         .0000
            6.2150                         .0000
            6.2150                         .0000

      6635972                              .2500
      202,397.52                          .0350
            6.9900                         .0000
            6.7400                         .0000
            6.7050                         .0000
            6.7050                         .0000
1



      6635974                              .2500
      220,084.50                          .0350
            7.3750                         .0000
            7.1250                         .0000
            7.0900                         .0000
            7.0000                         .0900

      6635976                              .2500
      371,707.27                          .0350
            7.5000                         .0000
            7.2500                         .0000
            7.2150                         .0000
            7.0000                         .2150

      6635978                              .2500
      243,829.34                          .0350
            6.5000                         .0000
            6.2500                         .0000
            6.2150                         .0000
            6.2150                         .0000

      6635980                              .2500
      233,020.94                          .0350
            6.9900                         .0000
            6.7400                         .0000
            6.7050                         .0000
            6.7050                         .0000

      6635986                              .2500
      221,134.92                          .0350
            6.9900                         .0000
            6.7400                         .0000
            6.7050                         .0000
            6.7050                         .0000

      6635990                              .2500
      305,188.84                          .0350
            8.7500                         .0000
            8.5000                         .0000
            8.4650                         .0000
            7.0000                        1.4650

      6635992                              .2500
      198,334.74                          .0350
            7.2500                         .0000
            7.0000                         .0000
            6.9650                         .0000
            6.9650                         .0000

      6635994                              .2500
      249,559.66                          .0350
            7.2500                         .0000
            7.0000                         .0000
            6.9650                         .0000
            6.9650                         .0000
1



      6635998                              .2500
      369,507.43                          .0350
            6.9900                         .0000
            6.7400                         .0000
            6.7050                         .0000
            6.7050                         .0000

      6636004                              .2500
      294,304.45                          .0350
            8.3000                         .0000
            8.0500                         .0000
            8.0150                         .0000
            7.0000                        1.0150

      6636008                              .2500
      716,552.32                          .0350
            6.6250                         .0000
            6.3750                         .0000
            6.3400                         .0000
            6.3400                         .0000

      6636012                              .2500
      923,474.88                          .0350
            7.1250                         .0000
            6.8750                         .0000
            6.8400                         .0000
            6.8400                         .0000

      6636014                              .2500
      370,380.18                          .0350
            7.3750                         .0000
            7.1250                         .0000
            7.0900                         .0000
            7.0000                         .0900

      6636016                              .2500
      305,563.50                          .0350
            8.3000                         .0000
            8.0500                         .0000
            8.0150                         .0000
            7.0000                        1.0150

      6636018                              .2500
      371,477.24                          .0350
            7.2500                         .0000
            7.0000                         .0000
            6.9650                         .0000
            6.9650                         .0000

      6636020                              .2500
      262,858.03                          .0350
            7.9900                         .0000
            7.7400                         .0000
            7.7050                         .0000
            7.0000                         .7050
1



      6636024                              .2500
      278,975.19                          .0350
            7.3750                         .0000
            7.1250                         .0000
            7.0900                         .0000
            7.0000                         .0900

      6636030                              .2500
      599,766.16                          .0350
            6.8750                         .0000
            6.6250                         .0000
            6.5900                         .0000
            6.5900                         .0000

      6636034                              .2500
      329,952.44                          .0350
            6.9900                         .0000
            6.7400                         .0000
            6.7050                         .0000
            6.7050                         .0000

      6636036                              .2500
      177,603.39                          .0350
            6.8750                         .0000
            6.6250                         .0000
            6.5900                         .0000
            6.5900                         .0000

      6636038                              .2500
      369,048.95                          .0350
            6.8750                         .0000
            6.6250                         .0000
            6.5900                         .0000
            6.5900                         .0000

      6636040                              .2500
      366,385.30                          .0350
            6.9900                         .0000
            6.7400                         .0000
            6.7050                         .0000
            6.7050                         .0000

      6636042                              .2500
      107,133.94                          .0350
            6.6250                         .0000
            6.3750                         .0000
            6.3400                         .0000
            6.3400                         .0000

      6636044                              .2500
      187,948.08                          .0350
            6.5000                         .0000
            6.2500                         .0000
            6.2150                         .0000
            6.2150                         .0000
1



      6636046                              .2500
      277,650.79                          .0350
            6.8750                         .0000
            6.6250                         .0000
            6.5900                         .0000
            6.5900                         .0000

      6636048                              .2500
      363,947.00                          .0350
            6.7500                         .0000
            6.5000                         .0000
            6.4650                         .0000
            6.4650                         .0000

      6636054                              .2500
      329,901.95                          .0350
            7.0000                         .0000
            6.7500                         .0000
            6.7150                         .0000
            6.7150                         .0000

      6636056                              .2500
       70,047.41                          .0350
            6.3750                         .0000
            6.1250                         .0000
            6.0900                         .0000
            6.0900                         .0000

      6636058                              .2500
      196,384.90                          .0350
            6.8750                         .0000
            6.6250                         .0000
            6.5900                         .0000
            6.5900                         .0000

      6636060                              .2500
      306,594.44                          .0350
            7.8750                         .0000
            7.6250                         .0000
            7.5900                         .0000
            7.0000                         .5900

      6636064                              .2500
      317,581.11                          .0350
            7.3750                         .0000
            7.1250                         .0000
            7.0900                         .0000
            7.0000                         .0900

      6636066                              .2500
      339,567.02                          .0350
            6.9900                         .0000
            6.7400                         .0000
            6.7050                         .0000
            6.7050                         .0000
1



      6636074                              .2500
      315,207.01                          .0350
            7.9900                         .0000
            7.7400                         .0000
            7.7050                         .0000
            7.0000                         .7050

      6636078                              .2500
      707,510.41                          .0350
            7.3750                         .0000
            7.1250                         .0000
            7.0900                         .0000
            7.0000                         .0900

      6636082                              .2500
      350,414.88                          .0350
            7.7500                         .0000
            7.5000                         .0000
            7.4650                         .0000
            7.0000                         .4650

      6636084                              .2500
      132,330.89                          .0350
            6.8750                         .0000
            6.6250                         .0000
            6.5900                         .0000
            6.5900                         .0000

      6636086                              .2500
      324,579.04                          .0350
            7.3750                         .0000
            7.1250                         .0000
            7.0900                         .0000
            7.0000                         .0900

      6636092                              .2500
      297,640.88                          .0350
            8.5000                         .0000
            8.2500                         .0000
            8.2150                         .0000
            7.0000                        1.2150

      6636096                              .2500
      271,963.22                          .0350
            8.0000                         .0000
            7.7500                         .0000
            7.7150                         .0000
            7.0000                         .7150

      6890972                              .5000
       13,688.32                          .0350
           13.5000                         .0000
           13.0000                         .0000
           12.9650                         .0000
            7.0000                        5.9650
1



      6891700                              .5000
       35,656.91                          .0350
           10.8000                         .0000
           10.3000                         .0000
           10.2650                         .0000
            7.0000                        3.2650

      6892610                              .5000
       37,055.60                          .0350
           12.1000                         .0000
           11.6000                         .0000
           11.5650                         .0000
            7.0000                        4.5650

      6893952                              .5000
       19,581.83                          .0350
           11.5000                         .0000
           11.0000                         .0000
           10.9650                         .0000
            7.0000                        3.9650

      6894186                              .5000
       71,409.98                          .0350
           15.8400                         .0000
           15.3400                         .0000
           15.3050                         .0000
            7.0000                        8.3050

  TOTAL NUMBER OF LOANS:      642
  TOTAL BALANCE........:         84,791,615.84


  RUN ON     : 01/08/02            RFC DISCLOSURE SYSTEM      RFFSDFIX-01
  AT         : 09.24.11            INITIAL SECURITY FEES      AMORTIZED BALANCE
  SERIES     : RAMP 2001-RM2 FIXED  FIXED SUMMARY REPORT      CUTOFF : 12/01/01
  POOL       : 0004561
             :
             :
  POOL STATUS: F

                                   WEIGHTED AVERAGES      FROM         TO
  ----------------------------------------------------------------------------
  CURR NOTE RATE                        7.8365            5.0000     15.8400
  RFC NET RATE                          7.5437            4.7500     15.3400
  NET MTG RATE(INVSTR RATE)             7.5071            4.7150     15.3050
  POST STRIP RATE                       6.7303            4.7150      7.0000
  SUB SERV FEE                           .2928             .2500      1.1100
  MSTR SERV FEE                          .0367             .0350        .7050
  ALL EXP                                .0000             .0000       .0000
  MISC EXP                               .0000             .0000       .0000
  SPREAD                                 .0000             .0000       .0000
  STRIP                                  .7768             .0000      8.3050







  TOTAL NUMBER OF LOANS:   642
  TOTAL BALANCE........:      84,791,615.84


                             ***************************
                             *      END OF REPORT      *
                             ***************************
  RUN ON     : 01/08/02           RFC DISCLOSURE SYSTEM       RFFSD177-01
  AT         : 09.24.11          FIXED RATE LOAN LISTING      AMORTIZED BALANCE
  SERIES     : RAMP 2001-RM2 FIXED                            CUTOFF : 12/01/01
  POOL       : 0004561
             :
             :
  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 #
  ______________________________________________________________________________


    3911858          T14/W60             F          157,200.00         ZZ
                                         360        155,908.01          1
                                       8.500          1,208.73         96
                                       8.250          1,208.73
    COTTONWOOD       CA   96022          2            10/14/00         23
    7847668                              05           12/01/00          0
    0400325221                           O            11/01/30
    0


    4041006          Q72/W10             F           21,909.31         ZZ
                                         180         20,059.15          1
                                      13.000            277.19         82
                                      12.500            277.19
    BUFFALO          NY   14207          5            08/30/94         00
    0001732643                           05           10/06/94          0
    9300326748                           O            09/06/09
    0


    4129499          W29/N60             F           57,500.00         ZZ
                                         360         52,943.01          1
                                      10.000            504.60         93
                                       9.500            504.60
    PORT CHARLOTTE   FL   33952          1            10/02/92         00
    0292046556                           05           11/01/92          0
    0292046556                           O            10/01/22
    0


    4129614          W29/N60             F           73,600.00         ZZ
                                         360         63,668.57          1
                                      11.000            700.91        100
                                      10.500            700.91
    BIRMINGHAM       AL   35214          1            09/29/88         00
    0000060400                           05           11/01/88          0
1


    0000060400                           O            10/01/18
    0


    4130364          W29/N60             F           96,000.00         ZZ
                                         360         92,602.67          1
                                       9.500            807.22         80
                                       9.000            807.22
    DUMFRIES         VA   22026          5            06/24/98         00
    0613000815                           05           08/01/98          0
    0613000815                           N            07/01/28
    0


    4156454          Q72/W10             F           30,000.00         ZZ
                                         360         15,604.39          1
                                      10.000            263.40        100
                                       9.500            263.40
    TARBORO          NC   27886          5            07/12/79         00
    0001758622                           05           09/01/79          0
    3623899                              N            08/01/09
    0


    4156528          Q72/W10             F           16,750.00         ZZ
                                         360         15,000.61          1
                                       9.500            140.85         67
                                       9.000            140.85
    CLEVELAND        OH   44104          1            06/12/91         98
    0001759364                           05           08/01/91        100
    3846409                              N            07/01/21
    0


    4156531          Q72/W10             F          155,639.00         ZZ
                                         360        148,492.06          1
                                       9.000          1,252.31         70
                                       8.500          1,252.31
    RIVERSIDE        CA   92506          2            01/24/97         98
    0001759398                           05           03/01/97        100
    3847266                              N            02/01/27
    0


    4353247          U81/H74             F          108,000.00         ZZ
                                         180        107,078.75          1
                                      10.450            983.88         94
                                      10.200            983.88
    CHATTANOOGA      TN   37403          5            09/17/99         00
    0010367282                           05           10/22/99          0
    1700001856                           O            09/22/14
    0


1


    4353248          U81/H74             F          140,000.00         ZZ
                                         180        138,088.37          1
                                      10.500          1,280.64        100
                                      10.250          1,280.64
    CLEVELAND        TN   37311          2            12/26/99         00
    0010367290                           05           01/30/00          0
    1700002335                           O            12/30/14
    0


    4353250          U81/H74             F          132,000.00         ZZ
                                         180        118,142.56          1
                                      10.600          1,217.34         99
                                      10.350          1,217.34
    APPLE RIVER      IL   61001          5            03/14/00         00
    0010367316                           05           04/20/00          0
    1700007809                           O            03/20/15
    0


    4353253          U81/H74             F          141,500.00         ZZ
                                         180        140,578.28          1
                                      10.200          1,262.73        100
                                       9.950          1,262.73
    BELLWOOD         IL   60104          5            03/14/00         00
    0010367340                           05           04/20/00          0
    1700008035                           O            03/20/15
    0


    4353262          U81/H74             F          146,000.00         ZZ
                                         180        143,939.83          1
                                       9.190          1,194.76        100
                                       8.940          1,194.76
    LEWISBURG        TN   37091          2            01/11/00         00
    0010367431                           05           02/18/00          0
    1710002430                           O            01/18/15
    0


    4353264          U81/H74             F          105,000.00         ZZ
                                         360        104,351.14          1
                                      12.380          1,110.85        100
                                      12.130          1,110.85
    HAZEL CREST      IL   60429          1            07/19/00         23
    0010367456                           05           08/19/00          0
    1800000248                           O            07/19/30
    0


    4509996          N45/H74             F           64,000.00         ZZ
                                         360         62,599.38          1
                                      10.750            597.43         80
                                      10.250            597.43
1


    NEWBERRY         SC   29108          2            01/23/98         00
    0011228228                           05           02/28/98          0
    0881041683                           O            01/28/28
    0


    4509998          N45/H74             F           29,200.00         ZZ
                                         240         26,801.91          1
                                      10.490            291.33         80
                                       9.990            291.33
    JACKSONVILLE     FL   32206          5            02/10/98         00
    0011228244                           05           03/17/98          0
    0881042054                           O            02/17/18
    0


    4510009          N45/H74             F           55,200.00         ZZ
                                         180         54,363.11          1
                                      10.990            525.27         80
                                      10.490            525.27
    CRAWFORDVILLE    FL   32327          5            12/22/98         00
    0011228491                           27           01/28/99          0
    0881049081                           O            12/28/13
    0


    4510027          N45/H74             F           60,000.00         ZZ
                                         360         59,076.14          1
                                      10.250            537.66         80
                                       9.750            537.66
    TAMPA            FL   33603          5            05/18/99         00
    0011228723                           05           06/24/99          0
    0881051149                           O            05/24/29
    0


    4510059          N45/H74             F           58,400.00         ZZ
                                         360         57,759.59          1
                                      10.750            545.15         80
                                      10.250            545.15
    BUTLER           PA   16001          5            09/24/99         00
    0011229275                           05           11/02/99          0
    0881053114                           O            10/02/29
    0


    4510064          N45/H74             F           65,600.00         ZZ
                                         360         64,770.38          1
                                      11.390            644.13         80
                                      10.890            644.13
    JACKSONVILLE     FL   32258          5            10/07/99         00
    0011229317                           05           11/13/99          0
    0881053228                           O            10/13/29
    0
1




    4510106          N45/H74             F           33,600.00         ZZ
                                         240         32,589.71          1
                                      10.990            346.58         80
                                      10.490            346.58
    GAINESVILLE      FL   32641          5            12/30/99         00
    0011229812                           05           02/05/00          0
    0881054140                           O            01/05/20
    0


    4510118          N45/H74             F          163,750.00         ZZ
                                         360        162,542.62          1
                                      11.990          1,683.09         80
                                      11.490          1,683.09
    GOTHA            FL   34734          1            01/28/00         00
    0011229887                           03           02/28/00          0
    0881054309                           O            01/28/30
    0


    4535873          Q72/W60             F           68,115.31         ZZ
                                         180         41,307.55          1
                                       7.000            612.24         93
                                       6.500            612.24
    MODESTO          CA   95351          5            02/18/94         00
    7808488                              05           03/01/94          0
    760706                               O            02/01/09
    0


    4580026          Q72/W60             F          163,255.00         ZZ
                                         360        151,321.90          1
                                       7.000          1,086.14        100
                                       6.500          1,086.14
    LAKERIDGE        VA   22192          1            11/30/95         99
    7859853                              05           01/01/96          0
    3400288                              O            12/01/25
    0


    4580027          Q72/W60             F           85,450.00         ZZ
                                         360         80,000.03          1
                                       7.500            597.48         52
                                       7.000            597.48
    DENVER           CO   80218          2            02/24/96         98
    7859861                              01           04/01/96        100
    3400493                              O            03/01/26
    0


    4580034          Q72/W60             F           15,000.00         ZZ
                                         359          1,316.02          1
1


                                       7.000             99.90        100
                                       6.500             99.90
    PHILADELPHIA     PA   19138          5            05/14/73         99
    7860109                              05           07/01/73          0
    4700657                              N            05/01/03
    0


    4689655          W29/N60             F           71,429.02         ZZ
                                         342         70,345.76          1
                                      10.800            674.35         81
                                      10.300            674.35
    COVINGTON        TN   38019          1            08/05/99         00
    0000136317                           05           09/15/99          0
    0000136317                           O            02/15/28
    0


    4689666          W29/N60             F           24,745.12         ZZ
                                         176         21,103.89          1
                                       8.750            250.05         83
                                       8.250            250.05
    LIMINGTON        ME   04048          1            05/20/98         00
    0001048768                           05           06/01/98          0
    0001048768                           N            01/01/13
    0


    4690544          W29/N60             F           60,300.00         ZZ
                                         360         58,699.83          4
                                      11.125            579.95         90
                                      10.625            579.95
    DAYTON           OH   45406          1            06/30/97         00
    0101499210                           05           08/01/97          0
    0101499210                           N            07/01/27
    0


    4690653          W29/N60             F           23,106.08         ZZ
                                         279         21,497.05          1
                                      11.500            238.52        103
                                      11.000            238.52
    LUBBOCK          TX   79404          1            10/01/96         00
    0776646238                           05           10/13/96          0
    0776646238                           O            12/13/19
    0


    4851199          447/M32             F          140,000.00         ZZ
                                         360        127,366.79          1
                                      10.750          1,306.88         80
                                       9.640          1,306.88
    VALLEJO          CA   94590          5            08/08/91         00
    0059800498                           05           10/01/91          0
1


    0059800498                           O            09/01/21
    0


    4851209          447/388             F           96,000.00         ZZ
                                         360         86,646.90          1
                                       9.570            812.13         80
                                       9.070            812.13
    LOS ANGELES      CA   90002          5            10/28/91         00
    0060901725                           05           01/01/92          0
    0060901725                           O            12/01/21
    0


    4851221          447/406             F          117,200.00         ZZ
                                         360        102,781.11          1
                                       9.625            996.19         80
                                       9.375            996.19
    WEST BABYLON     NY   11704          1            11/08/91         00
    0064500026                           05           01/01/92          0
    0064500026                           O            12/01/21
    0


    4851227          447/074             F          112,000.00         ZZ
                                         360        102,145.10          1
                                       9.625            951.99         80
                                       9.075            951.99
    LOS ANGELES      CA   90062          5            06/17/92         00
    0064700458                           05           08/01/92          0
    0064700458                           O            07/01/22
    0


    4851229          447/388             F          448,000.00         ZZ
                                         360        406,640.21          1
                                       9.375          3,726.24         80
                                       9.125          3,726.24
    GLENDALE         CA   91205          5            05/18/92         00
    0066400425                           05           07/01/92          0
    0066400425                           O            06/01/22
    0


    4851230          447/388             F          150,000.00         ZZ
                                         360        133,406.66          1
                                       9.125          1,220.45         80
                                       8.740          1,220.45
    OJAI             CA   93023          5            05/21/92         00
    0066400433                           05           07/01/92          0
    0066400433                           O            06/01/22
    0


1


    4851231          447/737             F          325,600.00         ZZ
                                         360        282,945.64          1
                                       9.250          2,678.63         80
                                       9.000          2,678.63
    GLENDORA         CA   91740          5            11/04/91         00
    0067400021                           09           01/01/92          0
    0067400021                           O            12/01/21
    0


    4851232          447/737             F          297,500.00         ZZ
                                         360        269,135.77          1
                                       9.000          2,393.75         70
                                       8.725          2,393.75
    LOS ANGELES      CA   90066          5            07/02/92         00
    0067400192                           05           09/01/92          0
    0067400192                           O            08/01/22
    0


    4851237          447/994             F           67,600.00         ZZ
                                         360         58,519.63          1
                                       9.500            568.42         65
                                       9.250            568.42
    LANCASTER        CA   93534          5            11/21/91         00
    5927376680                           05           01/01/92          0
    0069600246                           O            12/01/21
    0


    4851242          447/388             F          144,000.00         ZZ
                                         360        129,827.14          1
                                       9.500          1,210.83         90
                                       9.175          1,210.83
    LOS ANGELES      CA   90062          1            11/19/91         14
    0069900317                           05           01/01/92         17
    0069900317                           O            12/01/21
    0


    4851272          447/737             F          500,000.00         ZZ
                                         360        421,296.95          1
                                       9.625          4,249.95         80
                                       9.080          4,249.95
    FALLBROOK        CA   92028          1            10/04/91         00
    0073200020                           05           12/01/91          0
    0073200020                           O            11/01/21
    0


    4851273          447/737             F           95,000.00         ZZ
                                         360         85,906.44          1
                                       9.375            790.16         54
                                       8.530            790.16
1


    CARSON           CA   90746          1            06/15/92         00
    0073200132                           05           08/01/92          0
    0073200132                           O            07/01/22
    0


    4851278          447/388             F          418,000.00         ZZ
                                         180        216,342.00          1
                                       8.750          4,177.70         76
                                       8.250          4,177.70
    BREA             CA   92621          5            06/17/92         00
    0074600122                           05           08/01/92          0
    0074600122                           O            07/01/07
    0


    4851279          447/388             F          285,000.00         ZZ
                                         360        257,468.39          1
                                       9.000          2,293.17         52
                                       8.500          2,293.17
    SAN DIEGO        CA   92107          2            06/25/92         00
    0074600123                           05           08/01/92          0
    0074600123                           O            07/01/22
    0


    4851281          447/388             F          240,000.00         ZZ
                                         360        217,557.39          1
                                       9.125          1,952.72         80
                                       8.625          1,952.72
    HAWTHORNE        CA   90250          5            07/01/92         00
    0074600131                           05           09/01/92          0
    0074600131                           O            08/01/22
    0


    4851282          447/388             F          285,000.00         ZZ
                                         360        257,468.39          1
                                       9.000          2,293.17         76
                                       8.690          2,293.17
    DIAMOND BAR      CA   91765          5            06/10/92         00
    0075000047                           05           08/01/92          0
    0075000047                           O            07/01/22
    0


    4851286          447/388             F          100,000.00         ZZ
                                         360         90,995.79          1
                                       9.625            849.99         79
                                       9.125            849.99
    LOS ANGELES      CA   90062          5            05/19/92         00
    0075100508                           05           07/01/92          0
    0075100508                           O            06/01/22
    0
1




    4851290          447/448             F          100,000.00         ZZ
                                         360         87,526.76          1
                                       9.375            831.75         68
                                       9.125            831.75
    CORAL SPRINGS    FL   33071          1            11/17/91         00
    0075200001                           05           01/01/92          0
    0075200001                           O            12/01/21
    0


    4934242          Q72/W10             F          137,500.00         ZZ
                                         180        135,657.84          1
                                      12.500          1,467.48         74
                                      12.000          1,467.48
    FOUNTAIN         CO   80817          5            05/15/98         00
    0001718444                           05           07/01/98          0
    0001718444                           O            06/01/13
    0


    4934243          Q72/W10             F          206,400.00         ZZ
                                         360        202,382.88          1
                                      10.220          1,844.95         77
                                       9.720          1,844.95
    MIAMI            FL   33186          1            10/29/98         00
    0001718626                           05           12/01/98          0
    0001718626                           N            11/01/28
    0


    4934248          Q72/W10             F           26,800.00         ZZ
                                         360         26,406.09          1
                                      11.190            259.08         77
                                      10.690            259.08
    MONTEZUMA        GA   31063          1            03/30/98         00
    0001718956                           05           05/01/98          0
    0001718956                           O            04/01/28
    0


    4934369          Q72/W10             F           10,150.00         ZZ
                                          84          7,060.54          1
                                      12.500            181.92         27
                                      12.000            181.92
    FT WHITE         FL   32038          5            12/28/98         00
    0001726678                           05           03/01/99          0
    0001726678                           N            02/01/06
    0


    4934378          Q72/W10             F           35,000.00         ZZ
                                         240         33,838.30          1
1


                                      12.990            409.85         59
                                      12.490            409.85
    JACKSONVILLE     FL   32211          5            04/10/99         00
    0001727106                           05           07/01/99          0
    0001727106                           O            06/01/19
    0


    4934385          Q72/W10             F            8,000.00         ZZ
                                          84          5,995.60          1
                                      12.900            145.10         35
                                      12.400            145.10
    DUNNELLON        FL   34432          5            06/07/99         00
    0001727379                           05           08/01/99          0
    0001727379                           O            07/01/06
    0


    4934388          Q72/W10             F           10,200.00         ZZ
                                          84          5,879.69          1
                                       9.990            169.28         34
                                       9.490            169.28
    OKEECHOBEE       FL   34974          5            06/10/99         00
    0001727536                           05           08/01/99          0
    0001727536                           N            07/01/06
    0


    4934390          Q72/W10             F           30,250.00         ZZ
                                         180         28,154.55          1
                                      11.590            355.12         55
                                      11.090            355.12
    HOMESTEAD        FL   33032          5            06/30/99         00
    0001727692                           05           08/01/99          0
    0001727692                           O            07/01/14
    0


    4934411          Q72/W10             F           80,000.00         ZZ
                                         360         78,758.62          1
                                       9.990            701.47         80
                                       9.490            701.47
    MARGATE          FL   33068          5            10/16/99         00
    0001728500                           05           12/01/99          0
    0001728500                           O            11/01/29
    0


    4934424          Q72/W10             F           19,250.00         ZZ
                                         120         16,877.13          1
                                       9.990            254.29         55
                                       9.490            254.29
    MIAMI            FL   33157          5            12/10/99         00
    0001728864                           05           02/01/00          0
1


    0001728864                           O            01/01/10
    0


    4934432          Q72/W10             F            9,000.00         ZZ
                                         108          7,761.55          1
                                       9.550            124.53         13
                                       9.050            124.53
    FORT LAUDERDALE  FL   33311          5            02/23/00         00
    0001729417                           05           04/01/00          0
    0001729417                           O            03/01/09
    0


    4934436          Q72/W10             F           56,000.00         ZZ
                                         360         54,943.40          1
                                      11.500            554.57         74
                                      11.000            554.57
    MIAMI            FL   33033          5            12/24/97         00
    0001729722                           05           02/01/98          0
    0001729722                           O            01/01/28
    0


    4934472          Q72/W10             F           10,950.00         ZZ
                                         162         10,450.04          1
                                      15.650            162.76         15
                                      15.150            162.76
    DURHAM           NC   27701          5            06/06/00         00
    0001763929                           05           07/12/00          0
    0001763929                           O            12/12/13
    0


    5055157          070/G61             F          206,500.00         ZZ
                                         360        199,167.52          4
                                       7.625          1,461.59         70
                                       7.375          1,461.59
    WALTHAM          MA   02154          2            03/05/99         00
    0010373082                           05           04/01/99          0
    4670444                              N            03/01/29
    0


    5055163          070/G61             F          135,800.00         ZZ
                                         360        134,118.65          1
                                       9.000          1,092.68         97
                                       8.750          1,092.68
    LONG BEACH       CA   90805          1            03/14/00         11
    0010372951                           05           05/01/00         35
    7045455                              O            04/01/30
    0


1


    5084909          Q72/W60             F           81,000.00         ZZ
                                         180         80,588.74          1
                                      11.000            771.38         90
                                      10.500            771.38
    ORLANDO          FL   32808          1            11/30/00         00
    7903248                              05           01/01/01          0
    6677932                              O            12/01/15
    0


    5084912          Q72/W60             F           85,000.00         ZZ
                                         180         84,234.21          1
                                       9.990            745.31         54
                                       9.490            745.31
    TOWNSHIP OF COT  MI   48039          2            12/06/00         00
    7903271                              05           01/11/01          0
    6678599                              O            12/11/15
    0


    5084916          Q72/W60             F           72,900.00         ZZ
                                         180         72,641.73          1
                                      12.500            778.03         90
                                      12.000            778.03
    FAYETTEVILLE     NC   28304          5            11/21/00         00
    7903313                              05           12/27/00          0
    6680007                              O            11/27/15
    0


    5084924          Q72/W60             F           81,600.00         ZZ
                                         240         80,594.04          1
                                      12.300            915.61         65
                                      11.800            915.61
    PATOKA           IN   47666          5            12/19/00         00
    7903396                              05           01/26/01          0
    6680667                              O            12/26/20
    0


    5084941          Q72/W60             F           61,200.00         ZZ
                                         360         60,934.06          1
                                      11.850            622.45         90
                                      11.350            622.45
    LUMBERTON        NC   28358          5            12/22/00         00
    7903560                              05           01/28/01          0
    6681539                              O            12/28/30
    0


    5084956          Q72/W60             F           20,000.00         ZZ
                                         120         18,921.20          1
                                      10.700            272.11         37
                                      10.200            272.11
1


    SAINT STEPHEN    SC   29479          5            01/09/01         00
    7903719                              03           02/16/01          0
    6683162                              O            01/16/11
    0


    5084958          Q72/W60             F           36,000.00         ZZ
                                         240         35,508.59          1
                                      10.800            366.70         79
                                      10.300            366.70
    MC KEESPORT      PA   15132          2            01/10/01         00
    7903735                              05           02/16/01          0
    6683416                              O            01/16/21
    0


    5084970          Q72/W60             F           38,400.00         ZZ
                                         180         37,526.90          1
                                      12.200            465.82         80
                                      11.700            465.82
    MILWAUKEE        WI   53209          5            01/22/01         00
    7903842                              05           02/26/01          0
    6684686                              O            01/26/16
    0


    5123340          B86/G61             F          600,000.00         ZZ
                                         180        525,763.91          1
                                       7.250          5,477.18         80
                                       7.000          5,477.18
    PICKENS          SC   29671          2            11/11/98         00
    0011781028                           05           01/01/99          0
    6000485125                           O            12/01/13
    0


    5123362          B86/G61             F           31,450.00         T
                                         360         19,148.50          1
                                      11.500            311.47         95
                                      11.250            311.47
    ANDERSON         SC   29625          4            10/02/79         23
    0011781242                           05           11/01/79          0
    6000563905                           O            10/01/09
    0


    5123363          B86/G61             F           44,900.00         ZZ
                                         360         27,040.85          1
                                      13.000            496.69         65
                                      12.750            496.69
    GREENVILLE       SC   29615          1            09/15/80         00
    0011781259                           05           10/01/80          0
    6000564101                           O            09/01/10
    0
1




    5123364          B86/G61             F           36,000.00         T
                                         300         20,975.67          1
                                      12.750            399.26         90
                                      12.500            399.26
    STARR            SC   29684          4            07/29/83         23
    0011781267                           05           09/01/83          0
    6000564184                           O            08/01/08
    0


    5123365          B86/G61             F           29,400.00         ZZ
                                         300         17,270.79          2
                                      12.750            326.08         72
                                      12.500            326.08
    GREENWOOD        SC   29646          4            06/23/83         00
    0011781275                           05           08/01/83          0
    6000564192                           O            07/01/08
    0


    5123366          B86/G61             F           27,873.85         ZZ
                                         348         20,887.14          1
                                      12.375            295.77         80
                                      12.125            295.77
    DRAYTON          SC   29333          1            07/19/85         00
    0011781283                           05           08/01/85          0
    6000564507                           O            07/01/14
    0


    5123568          B86/G61             F           72,000.00         ZZ
                                         360         68,965.49          1
                                       8.500            553.62         80
                                       8.250            553.62
    FOUNTAIN INN     SC   29644          1            04/25/97         00
    0011783180                           27           06/01/97          0
    6000613403                           O            05/01/27
    0


    5123773          B86/G61             F          108,000.00         ZZ
                                         180        105,304.38          1
                                       7.375            993.52        100
                                       7.125            993.52
    MONCKS CORN      SC   29461          1            03/26/01         11
    0011785185                           05           05/01/01         25
    6000857414                           O            04/01/16
    0


    5127569          B86/G61             F           40,000.00         ZZ
                                         300         13,732.31          1
1


                                      11.500            406.59         75
                                      11.250            406.59
    ANDREWS          SC   29510          4            04/07/80         00
    0011779956                           05           06/01/80          0
    6000057189                           O            05/01/05
    0


    5167315          Q72/W10             F           48,000.00         ZZ
                                         360         47,437.43          1
                                      12.400            508.56         75
                                      11.900            508.56
    COUSHATTA        LA   71019          5            09/29/98         00
    0001562677                           05           12/01/98          0
    783242                               O            11/01/28
    0


    5167320          Q72/W10             F           20,000.00         ZZ
                                         240         18,874.32          1
                                      10.350            197.66         80
                                       9.850            197.66
    OKLAHOMA CITY    OK   73159          5            10/09/98         00
    0001562842                           01           11/14/98          0
    783871                               O            10/14/18
    0


    5167321          Q72/W10             F           22,348.11         ZZ
                                         180         18,750.84          1
                                      14.250            301.38         14
                                      13.750            301.38
    MARYVILLE        TN   37801          5            07/26/96         00
    0001443183                           05           08/31/96          0
    800624                               O            07/31/11
    0


    5167334          Q72/W10             F          143,983.00         ZZ
                                         180        140,566.11          1
                                      10.750          1,344.05         90
                                      10.250          1,344.05
    SAINT CHARLES    IL   60174          5            03/31/98         00
    0001565803                           09           04/30/98          0
    807106                               O            03/30/13
    0


    5167335          Q72/W10             F           40,500.00         ZZ
                                         180         36,270.67          1
                                      10.900            457.78         64
                                      10.400            457.78
    JACKSONVILLE     FL   32211          5            03/31/98         00
    0001569169                           05           05/06/98          0
1


    807113                               O            04/06/13
    0


    5167340          Q72/W10             F           45,050.00         ZZ
                                         180         44,524.34          1
                                      12.500            480.80         85
                                      12.000            480.80
    BONE CAVE        TN   38581          5            06/16/98         00
    0001566033                           05           07/22/98          0
    808284                               O            06/22/13
    0


    5167362          Q72/W10             F          196,000.00         ZZ
                                         180        192,304.99          1
                                       9.900          1,705.57         80
                                       9.400          1,705.57
    ENGLEWOOD        FL   34223          5            12/23/98         00
    0001566330                           05           01/29/99          0
    811603                               O            12/29/13
    0


    5167393          Q72/W10             F          140,250.00         ZZ
                                         360        138,086.45          1
                                      10.740          1,308.15         85
                                      10.240          1,308.15
    PASS CHRISTIAN   MS   39571          5            12/16/98         00
    0002048817                           05           02/01/99          0
    822267                               O            01/01/29
    0


    5167399          Q72/W10             F           30,400.00         ZZ
                                         180         28,362.19          1
                                      11.000            345.53         80
                                      10.500            345.53
    STEUBENVILLE     OH   43952          5            09/23/99         00
    0002048858                           05           10/23/99          0
    829488                               O            09/23/14
    0


    5167402          Q72/W10             F           44,550.00         ZZ
                                         180         44,131.88          1
                                      11.550            442.88         83
                                      11.050            442.88
    FORT SCOTT       KS   66701          1            11/10/99         00
    0002048866                           05           12/10/99          0
    831852                               O            11/10/14
    0


1


    5167404          Q72/W10             F           35,200.00         ZZ
                                         360         34,846.78          1
                                      10.750            328.59         80
                                      10.250            328.59
    DURHAM           NC   27707          1            12/31/99         00
    0002048874                           05           01/31/00          0
    833992                               O            12/31/29
    0


    5167408          Q72/W10             F           63,750.00         ZZ
                                         360         63,265.73          1
                                      11.850            648.39         85
                                      11.350            648.39
    MELBOURNE        FL   32901          5            01/12/00         00
    0002048916                           05           02/18/00          0
    837108                               O            01/18/30
    0


    5167429          Q72/W10             F           72,270.00         ZZ
                                         360         70,668.33          1
                                       9.700            618.26         90
                                       9.200            618.26
    BLACK MOUNTAIN   NC   28711          5            07/06/98         00
    0001781947                           05           08/10/98          0
    901749                               O            07/10/28
    0


    5182738          964/G61             F          248,000.00         ZZ
                                         360        240,601.78          3
                                       7.750          1,776.70         80
                                       7.500          1,776.70
    LONG BEACH       CA   90814          5            10/09/98         00
    0010378958                           05           12/01/98          0
    42361                                O            11/01/28
    0


    5182748          964/G61             F          148,000.00         ZZ
                                         360        147,312.56          1
                                      11.250          1,437.47         80
                                      11.000          1,437.47
    NORTH LAS VEGAS  NV   89031          1            10/19/00         00
    0010379030                           05           12/01/00          0
    89093                                N            11/01/30
    0


    5182751          964/G61             F           65,520.00         ZZ
                                         360         65,043.27          2
                                       9.125            533.09         80
                                       8.875            533.09
1


    DESERT HOT SPRI  CA   92240          1            10/25/00         00
    0010379063                           05           12/01/00          0
    90861                                N            11/01/30
    0


    5293650          Q72/W60             F           48,750.00         ZZ
                                         180         47,996.17          1
                                       9.850            422.42         75
                                       9.350            422.42
    BRACKENRIDGE     PA   15014          5            06/11/99         00
    7936727                              05           07/16/99          0
    1237051                              O            06/16/14
    0


    5293653          Q72/W60             F           60,750.00         ZZ
                                         180         60,253.32          1
                                      11.950            622.55         90
                                      11.450            622.55
    LAGRANGE         GA   30240          5            11/11/99         00
    7936768                              05           12/16/99          0
    1706721                              O            11/16/14
    0


    5293657          Q72/W60             F          110,400.00         ZZ
                                         180        109,646.93          1
                                      10.150            981.10         77
                                       9.650            981.10
    MONROE           NC   28110          1            09/28/00         00
    7936628                              05           10/28/00          0
    35053                                O            09/28/15
    0


    5293667          Q72/W60             F           79,220.00         ZZ
                                         180         78,441.89          1
                                      12.600            851.63         85
                                      12.100            851.63
    ASHLAND CITY     TN   37015          1            04/28/99         00
    7936750                              05           05/28/99          0
    988071                               O            04/28/14
    0


    5293777          Q72/W60             F           36,000.00         ZZ
                                         360         35,531.02          1
                                      12.490            383.93         80
                                      11.990            383.93
    INDIANAPOLIS     IN   46208          4            06/25/98         00
    7936818                              05           08/01/98          0
    3128                                 O            07/01/28
    0
1




    5310215          X09/G61             F          150,377.00         ZZ
                                         360        145,450.49          1
                                       7.000          1,000.47         98
                                       6.750          1,000.47
    NORWALK          CA   90650          2            11/18/98         98
    0010379493                           05           01/01/99         99
    0007039002                           O            12/01/28
    0


    5310217          X09/G61             F           71,600.00         ZZ
                                         360         70,311.90          1
                                      10.600            660.32         80
                                      10.350            660.32
    COLORADO SPRING  CO   80905          2            10/30/98         00
    0010379519                           05           12/01/98          0
    0007039008                           N            11/01/28
    0


    5310222          X09/G61             F          117,118.00         ZZ
                                         360        113,584.01          1
                                       7.250            798.96         99
                                       7.000            798.96
    SACRAMENTO       CA   95842          1            11/16/98         98
    0010379568                           05           01/01/99         99
    0007039015                           O            12/01/28
    0


    5310226          X09/G61             F          107,330.00         ZZ
                                         360        104,048.71          1
                                       7.375            741.31         99
                                       7.125            741.31
    SACRAMENTO       CA   95823          1            11/16/98         98
    0010379592                           05           01/01/99         99
    0007039021                           O            12/01/28
    0


    5310228          X09/G61             F          151,583.00         ZZ
                                         360        146,628.16          1
                                       7.000          1,008.49         98
                                       6.750          1,008.49
    SANTA ANA        CA   92703          2            11/17/98         98
    0010379618                           05           01/01/99         99
    0007039027                           O            12/01/28
    0


    5310230          X09/G61             F          146,333.00         ZZ
                                         360        141,883.32          1
1


                                       7.500          1,023.19         98
                                       7.250          1,023.19
    RANCHO CUCAMONG  CA   91701          2            11/19/98         98
    0010379626                           05           01/01/99         99
    0007039029                           O            12/01/28
    0


    5310231          X09/G61             F          180,000.00         ZZ
                                         360        174,038.26          2
                                       7.125          1,212.70         58
                                       6.875          1,212.70
    DENVER           CO   80205          2            11/24/98         00
    0010379634                           05           01/01/99          0
    0007039030                           N            12/01/28
    0


    5310235          X09/G61             F          111,900.00         ZZ
                                         360        107,517.96          1
                                       6.000            670.90         58
                                       5.750            670.90
    CLACKAMAS        OR   97015          2            11/18/98         00
    0010379667                           03           01/01/99          0
    0007039039                           O            12/01/28
    0


    5310244          X09/G61             F          139,797.00         ZZ
                                         360        135,543.51          1
                                       7.500            977.49         98
                                       7.250            977.49
    SANTA ANA        CA   92707          2            11/12/98         98
    0010379733                           05           01/01/99         99
    0007039054                           O            12/01/28
    0


    5310246          X09/G61             F          228,750.00         ZZ
                                         360        221,760.45          1
                                       7.375          1,579.92         75
                                       7.125          1,579.92
    SANTA BARBRA     CA   93110          2            11/10/98         00
    0010379741                           05           01/01/99          0
    0007039056                           O            12/01/28
    0


    5310249          X09/G61             F          133,000.00         ZZ
                                         360        128,180.92          1
                                       6.875            873.72         77
                                       6.625            873.72
    CITRUS HEIGHTS   CA   95610          2            10/26/98         23
    0010379899                           05           12/01/98          0
1


    0007039059                           O            11/01/28
    0


    5310250          X09/G61             F          137,470.00         ZZ
                                         360        133,269.48          1
                                       7.375            949.48         98
                                       7.125            949.48
    FULLERTON        CA   92833          2            11/12/98         98
    0010379774                           03           01/01/99         99
    0007039060                           O            12/01/28
    0


    5310251          X09/G61             F          131,000.00         ZZ
                                         360        126,121.21          2
                                       6.875            860.58         52
                                       6.625            860.58
    VENTURA          CA   93004          2            10/26/98         00
    0010379782                           05           12/01/98          0
    0007039063                           N            11/01/28
    0


    5310255          X09/G61             F          113,654.00         ZZ
                                         360        109,848.31          1
                                       6.875            746.63         99
                                       6.625            746.63
    ROSEVILLE        CA   95678          1            11/12/98         98
    0010379824                           03           01/01/99         99
    0007039075                           O            12/01/28
    0


    5316209          Q72/W60             F          143,500.00         ZZ
                                         360        143,179.66          1
                                      14.190          1,721.89         70
                                      13.690          1,721.89
    CHICAGO          IL   60616          5            12/08/00         00
    7935539                              01           01/13/01          0
    157611                               O            12/13/30
    0


    5316216          Q72/W60             F           24,000.00         ZZ
                                         360         23,946.69          1
                                      14.240            288.93         60
                                      13.740            288.93
    PONTIAC          MI   48342          5            12/15/00         00
    7935604                              05           01/20/01          0
    159756                               O            12/20/30
    0


1


    5316220          Q72/W60             F           67,150.00         ZZ
                                         360         66,802.38          3
                                      10.340            606.23         85
                                       9.840            606.23
    CLEVELAND        OH   44102          1            12/18/00         00
    7935646                              05           01/18/01          0
    160358                               O            12/18/30
    0


    5316221          Q72/W60             F          208,000.00         ZZ
                                         360        207,321.32          2
                                      12.490          2,218.28         80
                                      11.990          2,218.28
    BROOKLYN         NY   11221          5            12/19/00         00
    7935653                              05           01/26/01          0
    160432                               O            12/26/30
    0


    5316223          Q72/W60             F           40,000.00         ZZ
                                         360         39,657.83          1
                                      11.940            409.60         49
                                      11.440            409.60
    BLOOMSBURG       PA   17815          5            12/20/00         00
    7935679                              05           01/20/01          0
    161356                               O            12/20/30
    0


    5316224          Q72/W60             F           28,000.00         ZZ
                                         360         27,925.25          1
                                      13.390            318.29         80
                                      12.890            318.29
    SAINT AMANT      LA   70774          5            12/20/00         00
    7935687                              05           01/26/01          0
    161547                               O            12/26/30
    0


    5316225          Q72/W60             F           42,000.00         ZZ
                                         360         41,806.16          1
                                      12.340            443.04         60
                                      11.840            443.04
    DETROIT          MI   48219          5            12/20/00         00
    7935695                              05           01/26/01          0
    161729                               O            12/26/30
    0


    5316227          Q72/W60             F           20,800.00         ZZ
                                         360         20,745.52          1
                                      14.040            247.11         80
                                      13.540            247.11
1


    LELAND           MS   38756          1            01/09/01         00
    7935711                              05           02/09/01          0
    162115                               O            01/09/31
    0


    5316233          Q72/W60             F          233,750.00         ZZ
                                         360        233,023.86          1
                                      12.290          2,456.69         65
                                      11.790          2,456.69
    WHITESTONE       NY   11357          5            12/26/00         00
    7935778                              05           02/02/01          0
    163428                               O            01/02/31
    0


    5316243          Q72/W60             F          178,750.00         ZZ
                                         360        178,268.78          2
                                      12.940          1,968.96         65
                                      12.440          1,968.96
    NEW YORK         NY   10033          4            01/03/01         00
    7935877                              05           02/03/01          0
    166108                               N            01/03/31
    0


    5316244          Q72/W60             F          192,500.00         ZZ
                                         360        191,998.75          2
                                      13.090          2,142.99         70
                                      12.590          2,142.99
    NEW YORK         NY   10033          5            01/03/01         00
    7935885                              05           02/08/01          0
    166116                               O            01/08/31
    0


    5316250          Q72/W60             F           55,500.00         ZZ
                                         360         55,253.36          1
                                      10.640            513.50         64
                                      10.140            513.50
    BROCKTON         MA   02301          5            01/12/01         00
    7935943                              01           02/12/01          0
    167321                               O            01/12/31
    0


    5316251          Q72/W60             F          148,000.00         ZZ
                                         360        147,497.01          1
                                      12.990          1,636.02         78
                                      12.490          1,636.02
    STONE MOUNTAIN   GA   30088          1            01/10/01         00
    7935950                              05           02/10/01          0
    167643                               O            01/10/31
    0
1




    5316253          Q72/W60             F           68,000.00         ZZ
                                         360         67,715.95          2
                                      11.540            675.47         80
                                      11.040            675.47
    NEW HAVEN        CT   06519          1            01/12/01         00
    7935976                              05           02/12/01          0
    168492                               N            01/12/31
    0


    5316255          Q72/W60             F          130,000.00         ZZ
                                         360        129,650.02          1
                                      12.940          1,431.97         75
                                      12.440          1,431.97
    CENTRAL ISLIP    NY   11722          1            01/19/01         00
    7935992                              05           02/19/01          0
    169516                               O            01/19/31
    0


    5316257          Q72/W60             F           20,000.00         ZZ
                                         360         19,957.38          1
                                      13.990            236.82         67
                                      13.490            236.82
    MC KEESPORT      PA   15132          5            01/22/01         00
    7936016                              05           02/22/01          0
    170001                               O            01/22/31
    0


    5316261          Q72/W60             F           70,400.00         ZZ
                                         300         69,780.26          2
                                       9.890            634.27         80
                                       9.390            634.27
    SYKESVILLE       PA   15865          5            01/20/01         00
    7936057                              05           02/25/01          0
    170753                               O            01/25/26
    0


    5316262          Q72/W60             F           60,450.00         ZZ
                                         240         59,530.02          3
                                       9.940            580.95         65
                                       9.440            580.95
    SYKESVILLE       PA   15865          5            01/20/01         00
    7936065                              05           02/20/01          0
    170761                               N            01/20/21
    0


    5316265          Q72/W60             F           84,000.00         ZZ
                                         360         83,731.01          1
1


                                      11.690            844.04         70
                                      11.190            844.04
    STEWARTSVILLE    NJ   08886          5            01/25/01         00
    7936099                              05           03/01/01          0
    171124                               O            02/01/31
    0


    5316268          Q72/W60             F           15,500.00         ZZ
                                          72         13,723.60          1
                                      11.290            297.34         48
                                      10.790            297.34
    SHAWNEE          OH   43782          5            01/24/01         00
    7936123                              05           03/01/01          0
    171538                               O            02/01/07
    0


    5316270          Q72/W60             F           62,100.00         ZZ
                                         180         60,616.87          1
                                      10.540            687.99         90
                                      10.040            687.99
    COLUMBUS         OH   43231          5            01/24/01         00
    7936149                              01           03/01/01          0
    171736                               O            02/01/16
    0


    5316271          Q72/W60             F           32,000.00         ZZ
                                         360         31,900.78          1
                                      11.840            325.22         80
                                      11.340            325.22
    MEMPHIS          TN   38109          5            01/24/01         00
    7936156                              05           03/01/01          0
    171975                               O            02/01/31
    0


    5316273          Q72/W60             F           31,500.00         ZZ
                                         360         31,384.85          3
                                      11.540            312.90         70
                                      11.040            312.90
    BALTIMORE        MD   21230          5            01/25/01         00
    7936172                              05           02/25/01          0
    172338                               N            01/25/31
    0


    5316277          Q72/W60             F           48,750.00         ZZ
                                         360         48,592.26          1
                                      12.340            514.24         65
                                      11.840            514.24
    PULASKI          PA   16143          5            01/26/01         00
    7936214                              05           03/01/01          0
1


    172941                               O            02/01/31
    0


    5316279          Q72/W60             F           51,600.00         ZZ
                                         360         50,527.13          4
                                      15.090            656.17         60
                                      14.590            656.17
    TROY             NY   12180          5            01/29/01         00
    7936230                              05           03/01/01          0
    173328                               N            02/01/31
    0


    5316282          Q72/W60             F           73,000.00         ZZ
                                         360         72,558.85          2
                                       8.990            586.85         84
                                       8.490            586.85
    INDIANAPOLIS     IN   46222          5            01/27/01         00
    7936263                              05           03/01/01          0
    173674                               O            02/01/31
    0


    5316285          Q72/W60             F           25,300.00         ZZ
                                         360         25,237.96          1
                                      13.120            282.24         55
                                      12.620            282.24
    SUMMIT HILL      PA   18250          5            01/31/01         00
    7936297                              05           03/05/01          0
    175141                               O            02/05/31
    0


    5316295          Q72/W60             F           30,100.00         ZZ
                                         180         29,443.55          1
                                      12.690            374.72         70
                                      12.190            374.72
    BOOTHVILLE       LA   70038          5            02/07/01         00
    7936396                              27           03/12/01          0
    177386                               O            02/12/16
    0


    5316297          Q72/W60             F           37,100.00         ZZ
                                         360         36,683.27          1
                                      11.990            381.33         70
                                      11.490            381.33
    SYRACUSE         NY   13204          5            02/16/01         00
    7936412                              05           03/22/01          0
    179441                               O            02/22/31
    0


1


    5316310          Q72/W60             F          132,600.00         ZZ
                                         360        132,043.73          1
                                      10.840          1,246.78         85
                                      10.340          1,246.78
    AMHERST          NY   14221          5            03/23/01         00
    7936545                              05           04/28/01          0
    190439                               O            03/28/31
    0


    5316314          Q72/W60             F           48,000.00         ZZ
                                         360         47,867.67          1
                                      11.440            473.14         66
                                      10.940            473.14
    PRAIRIEVILLE     LA   70769          5            03/30/01         00
    7936586                              05           05/04/01          0
    194704                               O            04/04/31
    0


    5476522          Q72/W10             F          200,000.00         ZZ
                                         360        199,119.63          1
                                      11.500          1,980.58         50
                                      11.000          1,980.58
    CONROE           TX   77301          5            11/01/00         00
    18667010                             05           12/15/00          0
    18667010                             O            11/15/30
    0


    5476525          Q72/W10             F          117,600.00         ZZ
                                         300        116,916.20          1
                                      11.750          1,216.92         80
                                      11.250          1,216.92
    BEAUMONT         TX   77706          5            01/30/01         00
    28034010                             05           03/05/01          0
    28034010                             O            02/05/26
    0


    5476526          Q72/W10             F           29,500.00         ZZ
                                         240         29,187.21          1
                                      12.200            328.94         59
                                      11.700            328.94
    POTOSI           MO   63664          5            02/28/01         00
    28251010                             05           04/05/01          0
    28251010                             O            03/05/21
    0


    5526867          T71/G61             F          400,000.00         ZZ
                                         360        389,405.20          1
                                       7.250          2,728.71         86
                                       7.000          2,728.71
1


    NATCHEZ          MS   39120          4            04/12/99         23
    0010379907                           05           06/01/99          0
    503011092                            O            05/01/29
    0


    5562640          Q72/W10             F           42,000.00         ZZ
                                         360         41,287.91          1
                                      11.900            428.79         70
                                      11.400            428.79
    FREESOIL         MI   49411          5            04/17/98         00
    11015942                             05           06/01/98          0
    11015942                             O            05/01/28
    0


    5562662          Q72/W10             F           90,600.00         ZZ
                                         360         89,130.99          1
                                      10.375            820.30         92
                                       9.875            820.30
    PINCKNEY         MI   48169          5            02/01/99         00
    11021314                             05           03/01/99          0
    11021314                             O            02/01/29
    0


    5562697          Q72/W10             F           57,000.00         ZZ
                                         360         56,136.52          1
                                      10.750            532.09         75
                                      10.250            532.09
    GENEVA TWP       MI   49090          2            01/28/99         00
    11023810                             05           03/01/99          0
    11023810                             O            02/01/29
    0


    5562720          Q72/W10             F           70,000.00         ZZ
                                         360         68,725.15          1
                                      10.150            622.07         70
                                       9.650            622.07
    FERNDALE         MI   48220          2            11/18/99         00
    11026450                             05           01/01/00          0
    11026450                             O            12/01/29
    0


    5562760          Q72/W10             F           63,750.00         ZZ
                                         360         62,774.60          1
                                      10.875            601.09         85
                                      10.375            601.90
    DETROIT          MI   48234          2            02/19/99         00
    11609301                             05           04/01/99          0
    11609301                             O            03/01/29
    0
1




    5562844          Q72/W10             F           56,000.00         ZZ
                                         360         54,975.29          1
                                      10.000            491.45         80
                                       9.500            491.45
    MIAMI            FL   33147          2            12/15/98         00
    21022743                             05           02/01/99          0
    21022743                             O            01/01/29
    0


    5562846          Q72/W10             F           69,700.00         ZZ
                                         180         68,558.47          1
                                      10.500            637.57         85
                                      10.000            637.57
    AVENTURA         FL   33180          2            07/26/99         04
    21025941                             05           09/01/99          6
    21025941                             N            08/01/14
    0


    5562864          Q72/W10             F          142,000.00         ZZ
                                         360        140,545.34          1
                                      10.500          1,298.93         58
                                      10.000          1,298.93
    MENDOTA HEIGHTS  MN   55120          2            04/25/00         00
    261028496                            05           06/01/00          0
    261028496                            O            05/01/30
    0


    5562924          Q72/W10             F           59,800.00         ZZ
                                         240         56,825.29          1
                                      12.200            666.81         50
                                      11.700            666.81
    MISSION          TX   78572          2            06/24/98         00
    441021936                            05           08/01/98          0
    441021936                            O            07/01/18
    0


    5603253          Q72/W60             F          182,400.00         ZZ
                                         180        180,089.54          1
                                      12.100          1,890.24         80
                                      11.600          1,890.24
    ATLANTA          GA   30311          2            05/12/00         00
    7942659                              05           06/17/00          0
    2074521                              O            05/17/15
    0


    5640923          926/926             F          667,000.00         ZZ
                                         360        645,168.73          1
1


                                       7.000          4,437.57         56
                                       6.750          4,437.57
    HILTON HEAD ISL  SC   29928          2            11/24/98         00
    163015070                            03           01/01/99          0
    163015070                            O            12/01/28
    0


    5640924          926/926             F          400,000.00         ZZ
                                         360        388,763.36          1
                                       7.125          2,694.88         50
                                       6.875          2,694.88
    HILTON HEAD ISL  SC   29928          1            03/22/99         00
    163016474                            08           05/01/99          0
    163016474                            O            04/01/29
    0


    5640925          926/926             F          389,600.00         ZZ
                                         360        378,530.90          1
                                       6.875          2,559.40         80
                                       6.625          2,559.40
    HILTON HEAD ISL  SC   29928          1            04/08/99         00
    163016615                            03           06/01/99          0
    163016615                            O            05/01/29
    0


    5645458          Q72/W10             F          140,000.00         ZZ
                                         180        122,920.18          1
                                      10.550          1,551.90         70
                                      10.050          1,551.90
    CHESTER          VA   23831          5            06/30/98         00
    5167589                              05           08/06/98          0
    5167589                              O            07/06/13
    0


    5645661          Q72/W10             F           10,000.00         ZZ
                                         180          9,182.39          1
                                      10.100            108.07         17
                                       9.600            108.07
    JACKSONVILLE     FL   32208          5            06/25/99         00
    5321656                              05           07/30/99          0
    5321656                              O            06/30/14
    0


    5645676          Q72/W10             F           67,200.00         ZZ
                                         300         65,942.85          2
                                      11.700            692.92         80
                                      11.200            692.92
    CLEVELAND        OH   44111          5            07/26/99         00
    5325404                              05           08/30/99          0
1


    5325404                              O            07/30/24
    0


    5645772          Q72/W10             F           48,025.00         ZZ
                                         180         47,774.96          1
                                      14.040            570.56         85
                                      13.540            570.56
    POTTSVILLE       PA   17901          5            10/29/99         00
    5408305                              05           12/03/99          0
    5408305                              O            11/03/14
    0


    5645791          Q72/W10             F           32,800.00         ZZ
                                         180         32,523.62          1
                                      11.360            321.32         80
                                      10.860            321.32
    TOLEDO           OH   43607          5            12/30/99         00
    5414491                              05           02/05/00          0
    5414491                              O            01/05/15
    0


    5646163          Q72/W10             F           89,775.00         ZZ
                                         180         85,488.72          1
                                      11.150          1,028.85         95
                                      10.650          1,028.85
    MARIETTA         GA   30060          5            02/29/00         00
    6190161                              05           04/06/00          0
    6190161                              O            03/06/15
    0


    5646181          Q72/W10             F           65,700.00         ZZ
                                         180         65,670.70          1
                                      12.140            682.89         90
                                      11.640            682.89
    SHELBYVILLE      IN   46176          5            03/31/00         00
    6198209                              05           06/01/00          0
    6198209                              O            05/01/15
    0


    5649111          926/926             F          276,000.00         ZZ
                                         180        237,195.66          1
                                       5.875          2,310.45         48
                                       5.625          2,310.45
    HILTON HEAD ISL  SC   29928          2            10/22/98         00
    161511203                            03           12/01/98          0
    161511203                            O            11/01/13
    0


1


    5649112          926/926             F          431,000.00         ZZ
                                         180        380,307.32          1
                                       6.625          3,784.16         70
                                       6.375          3,784.16
    HILTON HEAD ISL  SC   29926          2            02/12/99         00
    161511898                            03           04/01/99          0
    161511898                            O            03/01/14
    0


    5649252          926/926             F          230,094.42         ZZ
                                         165        199,907.62          1
                                       6.500          2,112.84         24
                                       6.250          2,112.84
    HILTON HEAD ISL  SC   29926          4            04/01/99         00
    162000214                            03           05/01/99          0
    162000214                            O            01/01/13
    0


    5660664          Q72/W60             F           70,550.00         ZZ
                                         240         69,983.30          1
                                      13.240            838.64         85
                                      12.740            838.64
    CLEVELAND        NC   27013          2            03/05/01         00
    7949902                              27           04/09/01          0
    28290030                             O            03/09/21
    0


    5660667          Q72/W60             F           59,600.00         ZZ
                                         180         59,442.07          1
                                      11.490            589.76         81
                                      10.990            589.76
    MOUNT AIRY       NC   27030          1            04/26/01         00
    7949936                              27           05/26/01          0
    28661010                             O            04/26/16
    0


    5661530          Q72/W10             F           69,600.00         ZZ
                                         360         68,896.88          1
                                      11.925            711.90         80
                                      11.425            711.90
    KIMBALL TWP      MI   48074          5            06/23/99         00
    11025257                             05           08/01/99          0
    11025257                             O            07/01/29
    0


    5661531          Q72/W10             F          463,500.00         ZZ
                                         360        458,327.49          1
                                      11.150          4,466.63         90
                                      10.650          4,466.63
1


    CLARKSTON        MI   48346          5            07/14/99         04
    11025600                             05           09/01/99         25
    11025600                             O            08/01/29
    0


    5661536          Q72/W10             F          124,200.00         ZZ
                                         180        122,501.56          1
                                      10.250          1,112.96         90
                                       9.750          1,112.96
    LIVONIA          MI   48152          5            08/17/99         04
    11026246                             05           10/01/99         25
    11026246                             O            09/01/14
    0


    5661541          Q72/W10             F           61,880.00         ZZ
                                         360         61,275.67          1
                                      11.350            605.72         85
                                      10.850            605.72
    DETROIT          MI   48228          1            11/24/99         04
    11026722                             05           01/01/00         12
    11026722                             O            12/01/29
    0


    5661545          Q72/W10             F           45,000.00         ZZ
                                         360         44,422.62          1
                                      11.400            442.20         75
                                      10.900            442.20
    DETROIT          MI   48203          5            12/10/99         00
    11027157                             05           02/01/00          0
    11027157                             O            01/01/30
    0


    5661556          Q72/W10             F           64,000.00         ZZ
                                         360         63,539.47          1
                                      10.225            572.32         79
                                       9.725            572.32
    FLINT            MI   48507          5            07/26/00         00
    11029057                             05           09/01/00          0
    11029057                             O            08/01/30
    0


    5661562          Q72/W10             F           58,000.00         ZZ
                                         240         55,209.25          1
                                      10.875            593.74         80
                                      10.375            593.74
    BANGOR TOWNSHIP  MI   48706          5            12/11/98         00
    11609096                             05           02/01/99          0
    11609096                             O            01/01/19
    0
1




    5661568          Q72/W10             F          279,000.00         ZZ
                                         360        276,470.35          1
                                      10.000          2,448.43         78
                                       9.500          2,448.43
    SAN JOSE         CA   95121          5            04/07/00         00
    151028430                            05           06/01/00          0
    151028430                            O            05/01/30
    0


    5661572          Q72/W10             F          348,000.00         ZZ
                                         360        320,252.37          1
                                      10.250          3,118.44         80
                                       9.750          3,118.44
    MOUNTAIN VIEW    CA   94043          5            07/18/00         00
    151029278                            05           09/01/00          0
    151029278                            O            08/01/30
    0


    5661578          Q72/W10             F           33,600.00         ZZ
                                         360         33,072.78          1
                                      10.875            316.82         80
                                      10.375            316.82
    INDIANAPOLIS     IN   46218          5            12/31/98         00
    191023081                            05           02/01/99          0
    191023081                            N            01/01/29
    0


    5661585          Q72/W10             F           34,400.00         ZZ
                                         180         34,038.83          1
                                      10.750            321.12         80
                                      10.250            321.12
    JEFFERSONVILLE   IN   47130          5            10/08/99         00
    191026812                            05           11/14/99          0
    191026812                            O            10/14/14
    0


    5661587          Q72/W10             F           68,000.00         ZZ
                                         360         67,316.77          1
                                      10.750            634.77         85
                                      10.250            634.77
    INDIANAPOLIS     IN   46219          5            11/18/99         04
    191027291                            05           12/23/99         12
    191027291                            O            11/23/29
    0


    5661595          Q72/W10             F           48,000.00         ZZ
                                         180         47,060.21          1
1


                                      10.150            426.57         80
                                       9.650            426.57
    BROOKSVILLE      FL   34602          5            12/23/98         00
    21022501                             05           02/01/99          0
    21022501                             O            01/01/14
    0


    5661596          Q72/W10             F           46,000.00         ZZ
                                         360         45,592.50          1
                                      10.550            422.50         80
                                      10.050            422.50
    BOYNTON BEACH    FL   33436          1            04/26/00         00
    21028200                             01           06/01/00          0
    21028200                             O            05/01/30
    0


    5661598          Q72/W10             F          145,000.00         ZZ
                                         360        143,128.76          1
                                      12.125          1,505.46         61
                                      11.625          1,505.46
    BRAINTREE        MA   02184          5            12/11/98         00
    251023420                            05           02/01/99          0
    251023420                            O            01/01/29
    0


    5661606          Q72/W10             F          100,800.00         ZZ
                                         360         99,937.73          1
                                      10.000            884.60         80
                                       9.500            884.60
    MINNEAPOLIS      MN   55412          5            05/16/00         00
    261028794                            05           07/01/00          0
    261028794                            O            06/01/30
    0


    5661621          Q72/W10             F           23,475.00         ZZ
                                         180         23,297.67          1
                                      11.990            241.29         70
                                      11.490            241.29
    AKRON            OH   44307          1            07/25/00         00
    371029405                            05           09/01/00          0
    371029405                            N            08/01/15
    0


    5661625          Q72/W10             F           48,400.00         ZZ
                                         360         47,800.93          2
                                      10.950            459.10         80
                                      10.450            459.10
    CHATTANOOGA      TN   37406          5            05/12/99         00
    431025468                            05           07/01/99          0
1


    431025468                            N            06/01/29
    0


    5661626          Q72/W10             F           48,400.00         ZZ
                                         360         47,800.93          2
                                      10.950            459.10         80
                                      10.450            459.10
    CHATTANOOGA      TN   37406          5            05/12/99         00
    431025469                            05           07/01/99          0
    431025469                            N            06/01/29
    0


    5661627          Q72/W10             F           61,000.00         ZZ
                                         360         60,245.24          4
                                      10.950            578.61         70
                                      10.450            578.61
    CHATTONOOGA      TN   37410          5            05/19/99         00
    431025497                            05           07/01/99          0
    431025497                            N            06/01/29
    0


    5661628          Q72/W10             F           30,000.00         ZZ
                                         180         27,110.57          1
                                      12.700            373.67         67
                                      12.200            373.67
    SAN ANTONIO      TX   78226          5            06/24/98         00
    441022243                            05           08/01/98          0
    441022243                            O            07/01/13
    0


    5661638          Q72/W10             F           68,000.00         ZZ
                                         360         67,526.77          1
                                      10.990            647.07         85
                                      10.490            647.07
    PUEBLO           CO   81004          5            05/18/00         04
    91028806                             05           07/01/00         12
    91028806                             O            06/01/30
    0


    5662222          X32/X32             F          355,223.60         ZZ
                                         343        340,484.20          1
                                       7.750          2,577.45         56
                                       7.500          2,577.45
    WAITE HILL VILL  OH   44094          1            04/01/98         00
    117206212                            05           04/01/98          0
    117206212                            O            10/01/26
    0


1


    5662223          X32/X32             F          500,000.00         ZZ
                                         348        489,842.33          1
                                       7.125          3,402.33         76
                                       6.875          3,402.33
    AURORA           OH   44202          1            02/09/99         00
    117513070                            05           03/01/00          0
    117513070                            O            02/01/29
    0


    5662224          X32/X32             F          340,000.00         ZZ
                                         360        332,865.40          1
                                       7.250          2,319.40         80
                                       7.000          2,319.40
    AVON LAKE        OH   44012          1            10/07/99         00
    117516628                            03           12/01/99          0
    117516628                            O            11/01/29
    0


    5662225          X32/X32             F          276,260.00         ZZ
                                         360        270,212.16          1
                                       7.250          1,884.59         95
                                       7.000          1,884.59
    AVON             OH   44011          1            09/24/99         04
    117517121                            05           11/01/99         30
    117517121                            O            10/01/29
    0


    5662226          X32/X32             F          279,000.00         ZZ
                                         360        270,889.48          1
                                       6.750          1,809.59         88
                                       6.500          1,809.59
    AVON LAKE        OH   44012          1            04/15/99         10
    117525223                            05           06/01/99         25
    117525223                            O            05/01/29
    0


    5662227          X32/X32             F          499,560.00         ZZ
                                         352        488,964.52          1
                                       7.250          3,429.75         80
                                       7.000          3,429.75
    AURORA           OH   44202          1            03/25/99         00
    117550270                            05           01/01/00          0
    117550270                            O            04/01/29
    0


    5662228          X32/X32             F          279,200.00         ZZ
                                         360        272,981.11          1
                                       7.375          1,928.37         80
                                       7.125          1,928.37
1


    SHAKER HTS       OH   44122          1            07/08/99         00
    117559867                            05           10/01/99          0
    117559867                            O            09/01/29
    0


    5662229          X32/X32             F          333,000.00         ZZ
                                         360        325,283.45          1
                                       7.375          2,299.95         74
                                       7.125          2,299.95
    JACKSON TOWNSHI  OH   44646          2            07/30/99         00
    117562168                            05           09/01/99          0
    117562168                            O            08/01/29
    0


    5662231          X32/X32             F          375,500.00         ZZ
                                         288        363,838.01          1
                                       7.750          2,875.42         84
                                       7.500          2,875.42
    AURORA           OH   44202          4            08/09/99         23
    117581887                            03           09/01/00          0
    117581887                            O            08/01/24
    0


    5662233          X32/X32             F          308,840.00         ZZ
                                          84        304,840.37          1
                                       7.625          2,185.96         80
                                       7.375          2,185.96
    WESTLAKE         OH   44145          1            06/05/00         00
    117782600                            01           08/01/00          0
    117782600                            O            07/01/07
    0


    5662234          X32/X32             F          500,000.00         ZZ
                                          72        494,868.13          1
                                       7.375          3,486.31         57
                                       7.125          3,486.31
    AURORA           OH   44202          4            11/29/99         00
    190014282                            03           01/01/01          0
    190014282                            O            12/01/06
    0


    5662237          X32/X32             F          305,000.00         ZZ
                                         228        299,628.59          1
                                       7.875          2,582.89         84
                                       7.625          2,582.89
    AURORA           OH   44202          4            02/16/00         23
    190030932                            05           04/01/01          0
    190030932                            O            03/01/20
    0
1




    5662238          X32/X32             F          310,000.00         ZZ
                                         348        307,582.69          1
                                       7.250          2,135.41         65
                                       7.000          2,135.41
    DAYTON           OH   45406          4            03/21/01         00
    190032391                            05           04/01/01          0
    190032391                            O            03/01/30
    0


    5662239          X32/X32             F          453,600.00         ZZ
                                         348        450,140.57          1
                                       7.375          3,162.78         80
                                       7.125          3,162.78
    HUDSON           OH   44236          4            03/21/01         00
    190032409                            03           04/01/01          0
    190032409                            O            03/01/30
    0


    5662240          X32/X32             F          404,260.00         ZZ
                                         360        401,681.71          1
                                       7.250          2,757.77         80
                                       7.000          2,757.77
    AURORA           OH   44202          4            04/05/01         00
    190036939                            05           05/01/01          0
    190036939                            O            04/01/31
    0


    5662241          X32/X32             F          306,973.00         ZZ
                                         348        303,231.14          1
                                       7.250          2,114.56         88
                                       7.000          2,114.56
    AURORA           OH   44202          1            04/10/01         10
    190038380                            05           05/01/01         25
    190038380                            O            04/01/30
    0


    5662242          X32/X32             F          562,000.00         ZZ
                                         348        559,101.23          1
                                       7.250          3,871.30         79
                                       7.000          3,871.30
    BRECKSVILLE      OH   44141          4            06/14/01         00
    190058438                            05           07/01/01          0
    190058438                            O            06/01/30
    0


    5666334          Q72/W10             F           38,250.00         ZZ
                                         180         35,653.69          1
1


                                      12.350            467.71         75
                                      11.850            467.71
    TRIADELPHIA      WV   26059          5            10/26/99         00
    0000038939                           05           12/01/99          0
    0000038939                           O            11/01/14
    0


    5666341          Q72/W10             F           45,000.00         ZZ
                                         240         40,713.68          1
                                      11.950            493.92         29
                                      11.450            493.92
    EAST HADDAM      CT   06423          5            12/13/99         00
    0000039498                           05           01/17/00          0
    0000039498                           O            12/17/19
    0


    5666352          Q72/W10             F           54,000.00         ZZ
                                         360         53,526.04          1
                                      11.250            524.48         90
                                      10.750            524.48
    WILLSBORO        NY   12996          5            01/12/00         00
    0000039861                           05           02/18/00          0
    0000039861                           O            01/18/30
    0


    5666376          Q72/W10             F           32,000.00         ZZ
                                         120         28,805.47          1
                                      12.250            463.74         42
                                      11.750            463.74
    HELOTES          TX   78023          5            03/17/00         00
    0000040577                           05           04/17/00          0
    0000040577                           O            03/17/10
    0


    5666405          Q72/W10             F           15,000.00         ZZ
                                         360         14,726.88          1
                                      11.750            151.41         24
                                      11.250            151.41
    PLUM BRANCH      SC   29845          5            04/25/00         00
    0000041086                           05           06/01/00          0
    0000041086                           O            05/01/30
    0


    5666406          Q72/W10             F           35,000.00         ZZ
                                         360         34,753.64          1
                                      11.450            345.27         95
                                      10.950            345.27
    WICHITA          KS   67214          1            05/10/00         00
    0000041181                           05           06/10/00          0
1


    0000041181                           O            05/10/30
    0


    5666408          Q72/W10             F           55,000.00         ZZ
                                         360         54,586.31          1
                                      10.900            519.63         71
                                      10.400            519.63
    VIRGINIA BEACH   VA   23454          1            05/16/00         00
    0000041243                           05           06/16/00          0
    0000041243                           O            05/16/30
    0


    5666411          Q72/W10             F           66,500.00         ZZ
                                         360         66,073.18          1
                                      11.650            666.17         95
                                      11.150            666.17
    HOLLYWOOD        FL   33023          5            05/19/00         00
    0000041298                           05           06/19/00          0
    0000041298                           O            05/19/30
    0


    5666432          Q72/W10             F           63,000.00         ZZ
                                         360         62,605.73          1
                                      11.490            623.40         95
                                      10.990            623.40
    TAMPA            FL   33619          5            06/09/00         00
    0000041536                           05           07/14/00          0
    0000041536                           O            06/14/30
    0


    5666472          Q72/W10             F           61,800.00         ZZ
                                         360         60,448.95          1
                                      14.500            756.78         72
                                      14.000            756.78
    HOUSTON          TX   77083          1            07/13/00         00
    4401001404                           05           08/13/00          0
    4401001404                           O            07/13/30
    0


    5666483          Q72/W10             F           67,000.00         ZZ
                                         360         65,875.07          1
                                      10.375            606.62         90
                                       9.875            606.62
    CLOVIS           NM   88101          1            07/21/00         00
    4401001807                           05           08/20/00          0
    4401001807                           O            07/20/30
    0


1


    5666486          Q72/W10             F          104,940.00         ZZ
                                         360        104,339.92          4
                                      10.990            998.58         90
                                      10.490            998.58
    DERBY            CT   06418          1            09/15/00         00
    4401001894                           05           10/15/00          0
    4401001894                           N            09/15/30
    0


    5666495          Q72/W10             F           99,750.00         ZZ
                                         360         99,026.87          1
                                      10.500            912.45         89
                                      10.000            912.45
    LILBURN          GA   30047          1            07/26/00         00
    4401002363                           05           08/26/00          0
    4401002363                           N            07/26/30
    0


    5666501          Q72/W10             F           66,875.00         ZZ
                                         360         66,421.75          1
                                      10.750            624.27         91
                                      10.250            624.27
    HOUSTON          TX   77040          1            08/31/00         00
    4401002760                           05           10/01/00          0
    4401002760                           O            09/01/30
    0


    5666515          Q72/W10             F           86,925.00         ZZ
                                         360         86,373.84          1
                                      10.500            795.14         95
                                      10.000            795.14
    PHOENIX          AZ   85031          1            09/15/00         00
    4401004217                           05           10/15/00          0
    4401004217                           O            09/15/30
    0


    5666768          Q72/W60             F           83,500.00         ZZ
                                         360         83,275.70          1
                                      12.950            920.42         76
                                      12.450            920.42
    CHANDLER         AZ   85224          5            01/22/01         00
    7950009                              05           02/26/01          0
    800690635                            O            01/26/31
    0


    5698101          373/X38             F          189,082.68         ZZ
                                          61        138,240.94          1
                                       7.000          2,146.68         61
                                       6.750          2,146.68
1


    SOMERS POINT     NJ   08244          2            06/03/98         00
    0010380285                           01           06/16/98          0
    10738128                             O            06/16/03
    0


    5698106          373/X38             F           50,000.00         ZZ
                                         180         26,926.03          1
                                       7.125            452.92         26
                                       6.875            452.92
    VOORHEES         NJ   08043          1            01/25/93         00
    0010380384                           05           03/01/93          0
    10738847                             O            02/01/08
    0


    5698111          373/X38             F          155,000.00         ZZ
                                         180         87,554.53          1
                                       7.250          1,414.94         60
                                       7.000          1,414.94
    YARDLEY          PA   19067          1            05/03/93         00
    0010380491                           05           07/01/93          0
    10738938                             O            06/01/08
    0


    5698126          373/X38             F           80,000.00         ZZ
                                         360         70,765.36          1
                                       6.500            505.65         75
                                       6.250            505.65
    DEPTFORD         NJ   08096          1            10/28/93         00
    0010381044                           05           12/01/93          0
    10739217                             O            11/01/23
    0


    5698150          373/X38             F          188,000.00         ZZ
                                         120         26,577.59          1
                                       6.950          2,178.00         32
                                       6.700          2,178.00
    MOORESTOWN       NJ   08057          5            02/03/94         00
    0010381887                           05           04/01/94          0
    10739613                             O            03/01/04
    0


    5698154          373/X38             F           27,200.00         ZZ
                                         360          9,514.36          1
                                       7.250            185.78         70
                                       7.000            185.78
    TAHOE CITY       CA   95730          1            09/27/77         00
    0010382026                           01           12/01/77          0
    10741387                             N            11/01/07
    0
1




    5698172          373/X38             F          326,107.07         T
                                         300        312,641.62          1
                                       7.625          2,436.48         68
                                       7.375          2,436.48
    SCOTTSDALE       AZ   85377          2            01/29/99         23
    0010382562                           05           04/01/99          0
    10766194                             O            03/01/24
    0


    5698178          373/X38             F           72,000.00         T
                                         180         46,071.88          1
                                       7.500            667.45         90
                                       7.250            667.45
    CHINCOTEAGUE     VA   23336          1            09/23/94         10
    0010382745                           05           11/01/94         17
    10766574                             O            10/01/09
    0


    5698190          373/X38             F          510,000.00         ZZ
                                         180        186,955.79          1
                                       7.000          4,584.03         76
                                       6.750          4,584.03
    LEESBURG         VA   22075          2            03/14/96         00
    0010383081                           05           05/01/96          0
    10766863                             O            04/01/11
    0


    5698192          373/X38             F          430,000.00         T
                                         180        314,207.38          1
                                       6.875          3,834.98         66
                                       6.625          3,834.98
    CHESTER          MD   21619          2            02/26/96         00
    0010383149                           05           04/01/96          0
    10766913                             O            03/01/11
    0


    5698208          373/X38             F          148,200.00         ZZ
                                          84        136,374.13          1
                                       7.000            985.98         95
                                       6.750            985.98
    BURKE            VA   22015          1            05/24/96         23
    0010383628                           01           07/01/96          0
    10767218                             O            06/01/03
    0


    5698214          373/X38             F        2,183,000.00         ZZ
                                          84      1,852,682.53          1
1


                                       7.375         15,077.44         76
                                       7.125         15,077.44
    MCLEAN           VA   22101          5            08/07/96         00
    0010383800                           05           10/01/96          0
    10767390                             O            09/01/03
    0


    5698216          373/X38             F           93,600.00         ZZ
                                         360         87,690.86          1
                                       6.750            607.09         97
                                       6.500            607.09
    WENONAH          NJ   08090          1            11/15/96         23
    0010383867                           05           01/01/97          0
    10767432                             O            12/01/26
    0


    5698217          373/X38             F          103,500.00         ZZ
                                          84         97,848.97          1
                                       7.625            732.57         90
                                       7.375            732.57
    SUMMERVILLE      PA   15864          1            10/25/96         10
    0010383891                           05           12/01/96         25
    10767457                             O            11/01/03
    0


    5698222          373/X38             F          325,000.00         ZZ
                                         180        252,706.41          1
                                       7.250          2,966.81         50
                                       7.000          2,966.81
    DICKERSON        MD   20842          1            12/06/96         00
    0010384048                           05           01/01/97          0
    10769644                             O            12/01/11
    0


    5698225          373/X38             F          375,000.00         ZZ
                                         180        291,965.21          1
                                       7.000          3,370.61         49
                                       6.750          3,370.61
    TETON VILLAGE    WY   83026          2            12/31/96         00
    0010384105                           05           02/01/97          0
    10769727                             N            01/01/12
    0


    5698238          373/X38             F           57,400.00         ZZ
                                         360         52,496.96          1
                                       6.125            348.77         68
                                       5.875            348.77
    HARRISBURG       PA   17111          1            04/25/97         00
    0010384626                           05           06/01/97          0
1


    10770055                             O            05/01/27
    0


    5698240          373/X38             F          540,000.00         ZZ
                                         180        427,550.06          1
                                       7.000          4,853.68         75
                                       6.750          4,853.68
    PITTSBURGH       PA   15217          2            03/26/97         00
    0010384691                           05           05/01/97          0
    10770097                             O            04/01/12
    0


    5698243          373/X38             F          500,000.00         ZZ
                                         360        437,371.02          1
                                       7.625          3,538.97         79
                                       7.375          3,538.97
    PITTSBURGH       PA   15232          1            06/04/97         00
    0010384790                           05           08/01/97          0
    10770170                             O            07/01/27
    0


    5698245          373/X38             F          200,000.00         T
                                         180        157,806.62          1
                                       7.375          1,839.85         50
                                       7.125          1,839.85
    VERO BEACH       FL   32963          2            05/05/97         00
    0010384881                           01           06/01/97          0
    10770204                             O            05/01/12
    0


    5698246          373/X38             F           33,980.00         ZZ
                                         360         32,353.43          1
                                       7.000            226.07         51
                                       6.750            226.07
    ERIE             PA   16510          1            09/11/97         00
    0010384931                           05           11/01/97          0
    10770220                             O            10/01/27
    0


    5698261          373/X38             F          107,600.00         ZZ
                                          84         97,826.04          1
                                       7.250            734.03         79
                                       7.000            734.03
    MURRYSVILLE      PA   15668          1            08/12/97         00
    0010385631                           05           10/01/97          0
    10770816                             O            09/01/04
    0


1


    5698265          373/X38             F           42,250.00         ZZ
                                         360         39,309.77          1
                                       6.750            274.04         94
                                       6.500            274.04
    STEELTON         PA   17113          1            08/28/97         23
    0010385847                           05           10/01/97          0
    10770899                             O            09/01/27
    0


    5698272          373/X38             F          106,750.00         ZZ
                                         360        102,634.10          1
                                       7.625            755.58         94
                                       7.375            755.58
    EAGLE POINT      OR   97524          1            01/06/98         12
    0010391126                           05           03/01/98         30
    10771079                             O            02/01/28
    0


    5698273          373/X38             F           48,500.00         ZZ
                                         360         46,519.15          1
                                       6.875            318.62         89
                                       6.625            318.62
    PHILADELPHIA     PA   19139          1            04/01/98         10
    0010386233                           05           06/01/98         30
    10771129                             O            05/01/28
    0


    5698275          373/X38             F          101,850.00         ZZ
                                         360         96,953.61          1
                                       7.125            686.19         97
                                       6.875            686.19
    SILVER SPRING    MD   20903          1            11/25/97         12
    0010386308                           05           01/01/98         35
    10771178                             O            12/01/27
    0


    5698285          373/X38             F          329,600.00         T
                                         360        316,609.77          1
                                       7.500          2,304.62         80
                                       7.250          2,304.62
    REHOBOTH         DE   19971          1            01/28/98         00
    0010386894                           05           03/01/98          0
    10771418                             O            02/01/28
    0


    5698291          373/X38             F           78,050.00         ZZ
                                         360         74,054.62          1
                                       5.875            461.70         97
                                       5.625            461.70
1


    HERSHEY          PA   17033          1            02/27/98         01
    0010387280                           05           04/01/98         35
    10771624                             O            03/01/28
    0


    5698292          373/X38             F          321,275.00         ZZ
                                         360        307,699.55          1
                                       7.250          2,191.67         76
                                       7.000          2,191.67
    PITTSBURGH       PA   15238          1            01/09/98         00
    0010387322                           05           02/01/98          0
    10771657                             O            01/01/28
    0


    5698295          373/X38             F           28,100.00         ZZ
                                         360         26,546.08          1
                                       6.750            182.26         94
                                       6.500            182.26
    PHILADELPHIA     PA   19125          1            02/12/98         01
    0010387496                           05           04/01/98         30
    10771756                             O            03/01/28
    0


    5698300          373/X38             F          104,400.00         ZZ
                                         360         99,669.48          1
                                       6.625            668.49         94
                                       6.375            668.49
    RIVERDALE        MD   20737          1            02/25/98         12
    0010387744                           05           04/01/98         30
    10771905                             O            03/01/28
    0


    5698302          373/X38             F           42,550.00         ZZ
                                         360         40,692.10          1
                                       6.625            272.46         97
                                       6.375            272.46
    PHILADELPHIA     PA   19124          1            05/01/98         11
    0010387835                           07           06/01/98         35
    10772010                             O            05/01/28
    0


    5698303          373/X38             F           75,000.00         ZZ
                                         360         71,365.64          1
                                       5.875            443.66         70
                                       5.625            443.66
    HARRISBURG       PA   17112          1            05/21/98         00
    0010387868                           05           07/01/98          0
    10772028                             O            06/01/28
    0
1




    5698307          373/X38             F           48,200.00         ZZ
                                         360         45,882.64          1
                                       6.250            296.78         93
                                       6.000            296.78
    PHILADELPHIA     PA   19120          1            05/06/98         10
    0010388080                           05           07/01/98         30
    10772200                             O            06/01/28
    0


    5698309          373/X38             F          337,500.00         ZZ
                                         180        286,517.07          1
                                       7.250          3,080.92         75
                                       7.000          3,080.92
    GLEN ROCK        PA   17327          2            04/24/98         00
    0010388171                           05           06/01/98          0
    10772283                             O            05/01/13
    0


    5698312          373/X38             F           51,600.00         ZZ
                                         360         49,288.30          1
                                       6.500            326.15        100
                                       6.250            326.15
    PITTSBURGH       PA   15210          1            03/12/98         23
    0010380558                           05           05/01/98          0
    10772341                             O            04/01/28
    0


    5698314          373/X38             F           62,500.00         ZZ
                                         360         59,605.44          1
                                       6.250            384.83         89
                                       6.000            384.83
    YEADON           PA   19050          1            04/17/98         12
    0010380616                           05           06/01/98         25
    10772457                             O            05/01/28
    0


    5698325          373/X38             F          363,000.00         T
                                         180        293,786.48          1
                                       6.500          3,162.12         56
                                       6.250          3,162.12
    REHOBOTH         DE   19971          2            03/30/98         00
    0010381036                           05           05/01/98          0
    10772788                             O            04/01/13
    0


    5698327          373/X38             F          135,000.00         ZZ
                                         360        129,838.91          1
1


                                       7.375            932.42         32
                                       7.125            932.42
    POTOMAC          MD   20854          2            04/24/98         00
    0010381119                           05           06/01/98          0
    10772804                             O            05/01/28
    0


    5698333          373/X38             F           44,600.00         ZZ
                                         360         42,645.55          1
                                       6.500            281.91         97
                                       6.250            281.91
    PHILADELPHIA     PA   19120          1            05/15/98         11
    0010381341                           05           07/01/98         35
    10772903                             O            06/01/28
    0


    5698337          373/X38             F          121,100.00         ZZ
                                         360        115,433.07          1
                                       7.125            815.88         70
                                       6.875            815.88
    ELMWOOD PK       NJ   07407          5            04/21/98         00
    0010381481                           05           06/01/98          0
    10773018                             O            05/01/28
    0


    5698338          373/X38             F           57,200.00         ZZ
                                         360         54,461.49          1
                                       6.000            342.95         97
                                       5.750            342.95
    LINDENWOLD       NJ   08021          1            04/29/98         11
    0010381515                           05           06/01/98         35
    10773034                             O            05/01/28
    0


    5698347          373/X38             F          116,000.00         ZZ
                                         360        109,587.67          1
                                       6.625            742.77         85
                                       6.375            742.77
    SILVER SPRING    MD   20901          1            03/27/98         23
    0010381788                           05           05/01/98          0
    10773299                             O            04/01/28
    0


    5698349          373/X38             F          100,000.00         ZZ
                                         180         83,578.99          1
                                       6.500            871.11         46
                                       6.250            871.11
    BENSALEM         PA   19020          1            03/10/98         00
    0010381846                           05           05/01/98          0
1


    10773315                             O            04/01/13
    0


    5698353          373/X38             F           34,900.00         ZZ
                                         360         33,170.73          1
                                       6.500            220.60         97
                                       6.250            220.60
    PHILADELPHIA     PA   19124          1            03/27/98         10
    0010381952                           05           05/01/98         35
    10773406                             O            04/01/28
    0


    5698356          373/X38             F          315,000.00         ZZ
                                         180        264,904.34          1
                                       6.500          2,743.99         54
                                       6.250          2,743.99
    GLADWYNE         PA   19035          2            03/31/98         00
    0010382034                           05           06/01/98          0
    10773463                             O            05/01/13
    0


    5698358          373/X38             F          417,000.00         ZZ
                                         360        400,659.83          1
                                       7.250          2,844.68         80
                                       7.000          2,844.68
    W CHESTER        PA   19382          1            03/05/98         00
    0010382091                           05           05/01/98          0
    10773497                             O            04/01/28
    0


    5698361          373/X38             F           21,600.00         ZZ
                                         360         20,412.35          1
                                       5.750            126.06         84
                                       5.500            126.06
    PHILADELPHIA     PA   19121          1            03/25/98         04
    0010382208                           05           05/01/98         25
    10773554                             O            04/01/28
    0


    5698363          373/X38             F           71,250.00         ZZ
                                         360         67,566.35          1
                                       6.125            432.93         95
                                       5.875            432.93
    CLARKS SUMMIT    PA   18411          1            02/27/98         14
    0010382240                           05           04/01/98         30
    10773612                             O            03/01/28
    0


1


    5698364          373/X38             F           31,000.00         ZZ
                                         360         29,446.50          1
                                       6.000            185.87         97
                                       5.750            185.87
    HARRISBURG       PA   17110          1            02/23/98         12
    0010382273                           05           04/01/98         35
    10773620                             O            03/01/28
    0


    5698365          373/X38             F          291,750.00         ZZ
                                         180        140,485.48          1
                                       7.500          2,704.56         75
                                       7.250          2,704.56
    EVANS CITY       PA   16033          1            02/14/92         00
    0010382307                           05           04/01/92          0
    10773935                             O            03/01/07
    0


    5698366          373/X38             F          388,000.00         ZZ
                                         180         16,576.67          1
                                       7.625          3,624.42         46
                                       7.375          3,624.42
    PITTSBURGH       PA   15216          1            02/15/92         00
    0010382331                           05           04/01/92          0
    10773943                             O            03/01/07
    0


    5698367          373/X38             F           33,500.00         ZZ
                                         360         31,999.45          1
                                       6.250            206.27         63
                                       6.000            206.27
    PHILADELPHIA     PA   19124          1            05/20/98         00
    0010382364                           05           07/01/98          0
    10774040                             O            06/01/28
    0


    5698374          373/X38             F          450,000.00         T
                                         180        260,481.90          1
                                       6.375          3,889.13         79
                                       6.125          3,889.13
    DEER PARK        MD   21550          5            10/22/93         00
    0010382570                           05           12/01/93          0
    10774446                             O            11/01/08
    0


    5698377          373/X38             F          130,846.16         ZZ
                                         300        124,706.08          1
                                       7.125            935.25         68
                                       6.875            935.25
1


    HOLLYWOOD        FL   33019          2            12/04/98         00
    0010382679                           01           02/01/99          0
    10774503                             O            01/01/24
    0


    5698383          373/X38             F           56,600.00         ZZ
                                         360         51,813.73          1
                                       7.500            395.76         96
                                       7.250            395.76
    BUTLER           PA   16001          1            09/30/94         23
    0010382869                           05           11/01/94          0
    10774800                             O            10/01/24
    0


    5698384          373/X38             F           37,050.00         ZZ
                                         360         33,885.81          1
                                       6.750            240.31         95
                                       6.500            240.31
    HOMESTEAD        PA   15120          1            07/24/95         23
    0010382885                           05           09/01/95          0
    10775047                             O            08/01/25
    0


    5698385          373/X38             F           34,200.00         ZZ
                                         360         30,956.84          1
                                       6.125            207.81         95
                                       5.875            207.81
    MUNHALL          PA   15120          1            08/07/95         23
    0010382919                           05           10/01/95          0
    10775054                             O            09/01/25
    0


    5698389          373/X38             F          992,051.88         ZZ
                                         348        853,677.62          1
                                       6.750          6,503.75         67
                                       6.500          6,503.75
    LONGPORT         NJ   08403          2            09/16/93         00
    0010383040                           05           10/01/93          0
    10775559                             O            09/01/22
    0


    5698391          373/X38             F          348,000.00         ZZ
                                         180        183,221.89          1
                                       7.625          3,250.78         80
                                       7.375          3,250.78
    PITTSBURGH       PA   15243          2            09/29/92         00
    0010383107                           05           11/01/92          0
    10775583                             O            10/01/07
    0
1




    5698393          373/X38             F          375,534.68         T
                                         174        208,332.74          1
                                       6.625          3,363.87         89
                                       6.375          3,363.87
    PITTSBURGH       PA   15211          1            09/20/93         00
    0010383164                           01           11/01/93          0
    10775690                             O            04/01/08
    0


    5698399          373/X38             F           49,262.20         ZZ
                                         348         37,285.52          1
                                       7.375            343.49         40
                                       7.125            343.49
    PITTSBURGH       PA   15237          2            09/24/93         00
    0010383362                           05           12/01/93          0
    10776094                             O            11/01/22
    0


    5698406          373/X38             F           31,000.00         ZZ
                                         360         27,238.49          1
                                       7.000            206.25         94
                                       6.750            206.25
    APOLLO           PA   15613          1            12/14/92         23
    0010383578                           05           02/01/93          0
    10776268                             O            01/01/23
    0


    5698417          373/X38             F          183,000.00         ZZ
                                         180        106,146.33          2
                                       7.375          1,683.46         77
                                       7.125          1,683.46
    PITTSBURGH       PA   15203          2            08/26/93         00
    0010383917                           05           10/01/93          0
    10776607                             O            09/01/08
    0


    5698421          373/X38             F          400,000.00         ZZ
                                         180        229,770.07          1
                                       6.750          3,539.64         62
                                       6.500          3,539.64
    TUCSON           AZ   85715          2            08/04/93         00
    0010384030                           05           10/01/93          0
    10776706                             O            09/01/08
    0


    5698427          373/X38             F           35,000.00         ZZ
                                         300         21,740.99          1
1


                                       7.625            261.50         69
                                       7.375            261.50
    HARWICK          PA   15049          1            04/09/87         00
    0010384212                           05           06/01/87          0
    10779874                             O            05/01/12
    0


    5698429          373/X38             F           79,400.00         ZZ
                                         360         69,637.51          1
                                       7.250            541.65        100
                                       7.000            541.65
    WILLIAMSTOWN     NJ   08094          2            03/03/93         00
    0010384329                           05           05/01/93          0
    10780302                             O            04/01/23
    0


    5698434          373/X38             F           30,400.00         ZZ
                                         180         14,644.72          1
                                       7.375            279.66         93
                                       7.125            279.66
    PHILADELPHIA     PA   19145          1            04/30/92         00
    0010384527                           05           06/01/92          0
    10782217                             O            05/01/07
    0


    5698441          373/X38             F          593,000.00         ZZ
                                         180        323,567.61          1
                                       7.375          5,455.15         71
                                       7.125          5,455.15
    BRYN MAWR        PA   19010          2            12/28/92         00
    0010384766                           05           03/01/93          0
    10782522                             O            02/01/08
    0


    5698444          373/X38             F          360,000.00         ZZ
                                         360        321,072.71          1
                                       7.250          2,455.84         60
                                       7.000          2,455.84
    WILLISTOWN       PA   19073          2            06/16/93         00
    0010384899                           05           08/01/93          0
    10782639                             O            07/01/23
    0


    5698445          373/X38             F          360,150.00         ZZ
                                         180         44,202.81          1
                                       7.250          3,287.68         75
                                       7.000          3,287.68
    WEST CHESTER     PA   19380          2            08/06/93         00
    0010384949                           05           10/01/93          0
1


    10782647                             O            09/01/08
    0


    5698454          373/X38             F          290,000.00         ZZ
                                         360        244,887.91          1
                                       7.250          1,978.32         83
                                       7.000          1,978.32
    HAVERFORD        PA   19041          1            10/01/93         00
    0010385367                           05           12/01/93          0
    10782944                             O            11/01/23
    0


    5698455          373/X38             F          380,000.00         ZZ
                                         180        169,685.79          1
                                       7.000          3,415.55         80
                                       6.750          3,415.55
    BLUE BELL        PA   19422          2            03/22/94         00
    0010385417                           05           05/01/94          0
    10782951                             O            04/01/09
    0


    5698458          373/X38             F           37,800.00         ZZ
                                         360         32,558.09          1
                                       5.375            211.67        100
                                       5.125            211.67
    PHILADELPHIA     PA   19124          1            10/22/93         11
    0010385557                           05           12/01/93         25
    10783033                             O            11/01/23
    0


    5698460          373/X38             F          800,000.00         ZZ
                                         360        724,241.54          1
                                       7.500          5,593.72         70
                                       7.250          5,593.72
    FT WASHINGTON    PA   19034          2            01/17/94         00
    0010385656                           05           03/01/94          0
    10783090                             O            02/01/24
    0


    5698463          373/X38             F           22,300.00         ZZ
                                         360         18,570.27          1
                                       5.000            119.72         95
                                       4.750            119.72
    PHILADELPHIA     PA   19139          1            02/09/94         11
    0010385805                           05           04/01/94         25
    10783140                             O            03/01/24
    0


1


    5698464          373/X38             F           13,500.00         ZZ
                                         360         11,439.15          1
                                       5.000             72.47         90
                                       4.750             72.47
    PHILADELPHIA     PA   19146          1            06/01/94         11
    0010385862                           05           07/01/94         17
    10783157                             O            06/01/24
    0


    5698466          373/X38             F           28,800.00         ZZ
                                         360         24,879.01          1
                                       5.375            161.28        100
                                       5.125            161.28
    PHILADELPHIA     PA   19142          1            02/18/94         00
    0010385979                           05           04/01/94          0
    10783223                             O            03/01/24
    0


    5698467          373/X38             F           28,000.00         ZZ
                                         360         23,949.25          1
                                       5.625            161.19         89
                                       5.375            161.19
    PHILADELPHIA     PA   19120          1            02/14/94         04
    0010386027                           05           04/01/94         22
    10783256                             O            03/01/24
    0


    5698474          373/X38             F          292,652.46         ZZ
                                         276        290,703.03          1
                                       7.750          2,274.93         73
                                       7.500          2,274.93
    GWYNEDD VALLEY   PA   19437          5            05/30/01         00
    0010386365                           05           08/01/01          0
    10783512                             O            07/01/24
    0


    5698475          373/X38             F           23,650.00         ZZ
                                         360         20,622.95          1
                                       6.625            151.44        100
                                       6.375            151.44
    PHILADELPHIA     PA   19142          1            06/16/94         11
    0010386415                           05           08/01/94         22
    10783637                             O            07/01/24
    0


    5698476          373/X38             F           47,500.00         ZZ
                                         360         42,801.75          1
                                       6.750            308.09         95
                                       6.500            308.09
1


    PHILADELPHIA     PA   19120          1            07/25/94         23
    0010386472                           05           09/01/94          0
    10783645                             O            08/01/24
    0


    5698479          373/X38             F           17,100.00         ZZ
                                         360         15,238.80          1
                                       7.000            113.77         95
                                       6.750            113.77
    PHILADELPHIA     PA   19134          1            09/29/94         11
    0010386670                           05           11/01/94         25
    10783868                             O            10/01/24
    0


    5698480          373/X38             F           11,700.00         ZZ
                                         180          7,478.50          1
                                       7.000            105.17         90
                                       6.750            105.17
    PHILADELPHIA     PA   19147          1            12/20/94         01
    0010386753                           05           02/01/95         20
    10783892                             O            01/01/10
    0


    5698482          373/X38             F           47,400.00         ZZ
                                         360         43,517.59          1
                                       7.500            331.43        100
                                       7.250            331.43
    PHILADELPHIA     PA   19124          1            11/30/94         10
    0010386878                           05           01/01/95         25
    10783942                             O            12/01/24
    0


    5698485          373/X38             F           25,550.00         ZZ
                                         360         23,291.69          1
                                       7.000            169.99        100
                                       6.750            169.99
    PHILADELPHIA     PA   19124          1            12/15/94         01
    0010387041                           05           02/01/95         30
    10784007                             O            01/01/25
    0


    5698491          373/X38             F           42,700.00         ZZ
                                         360         38,588.29          1
                                       6.625            273.42         78
                                       6.375            273.42
    PHILADELPHIA     PA   19150          2            07/10/95         00
    0010387405                           09           09/01/95          0
    10784288                             O            08/01/25
    0
1




    5698492          373/X38             F           39,400.00         ZZ
                                         360         35,684.00          1
                                       6.000            236.23        100
                                       5.750            236.23
    PHILADELPHIA     PA   19140          1            08/15/95         01
    0010387504                           05           10/01/95         30
    10784320                             O            09/01/25
    0


    5698493          373/X38             F           50,800.00         ZZ
                                         360         46,212.50          1
                                       6.125            308.67        100
                                       5.875            308.67
    PHILADELPHIA     PA   19128          1            07/28/95         11
    0010387553                           05           09/01/95         30
    10784338                             O            08/01/25
    0


    5698495          373/X38             F           21,350.00         ZZ
                                         360         19,397.74          1
                                       5.750            124.60        100
                                       5.500            124.60
    PHILADELPHIA     PA   19134          1            10/20/95         04
    0010387660                           05           12/01/95         30
    10784437                             O            11/01/25
    0


    5698499          373/X38             F           15,000.00         ZZ
                                         180         10,359.66          1
                                       6.875            133.78         91
                                       6.625            133.78
    PHILADELPHIA     PA   19134          1            12/08/95         23
    0010387843                           07           02/01/96          0
    10784536                             O            01/01/11
    0


    5698500          373/X38             F           32,300.00         ZZ
                                         360         29,720.63          1
                                       6.500            204.15         95
                                       6.250            204.15
    PHILADELPHIA     PA   19119          1            01/26/96         00
    0010387892                           09           03/01/96          0
    10784569                             O            02/01/26
    0


    5698501          373/X38             F           51,500.00         ZZ
                                         360         44,951.93          1
1


                                       6.500            325.52         83
                                       6.250            325.52
    PHILADELPHIA     PA   19149          2            02/05/96         00
    0010387959                           05           04/01/96          0
    10784619                             O            03/01/26
    0


    5698503          373/X38             F          137,650.00         ZZ
                                         120        127,057.64          1
                                       6.375            858.76         95
                                       6.125            858.76
    HOLLAND          PA   18966          1            02/15/96         23
    0010388064                           05           04/01/96          0
    10784684                             O            03/01/06
    0


    5698504          373/X38             F           31,350.00         ZZ
                                         360         29,114.43          1
                                       6.750            203.34         95
                                       6.500            203.34
    PHILADELPHIA     PA   19125          1            04/26/96         23
    0010388114                           05           06/01/96          0
    10784791                             O            05/01/26
    0


    5698507          373/X38             F           56,000.00         ZZ
                                         180         41,998.19          1
                                       7.250            511.21         51
                                       7.000            511.21
    FEASTERVILLE     PA   19053          1            05/30/96         00
    0010388221                           05           07/01/96          0
    10785004                             O            06/01/11
    0


    5698511          373/X38             F          267,990.75         ZZ
                                         169        149,211.93          1
                                       6.875          2,479.62         53
                                       6.625          2,479.62
    GREENVILLE       DE   19807          2            01/12/94         00
    0010388379                           05           02/01/94          0
    10786150                             O            02/01/08
    0


    5698514          373/X38             F          350,000.00         ZZ
                                         180        188,291.43          1
                                       7.500          3,244.55         64
                                       7.250          3,244.55
    WYOMING          DE   19934          2            12/24/92         00
    0010388510                           05           02/01/93          0
1


    10786200                             O            01/01/08
    0


    5698515          373/X38             F          119,539.84         ZZ
                                         348         94,421.26          1
                                       7.500            843.62         99
                                       7.250            843.62
    ELKTON           MD   21921          1            03/04/94         00
    0010388551                           05           05/01/94          0
    10786234                             O            04/01/23
    0


    5698520          373/X38             F          330,000.00         ZZ
                                         180        179,123.47          1
                                       6.625          2,897.38         85
                                       6.375          2,897.38
    DOVER            DE   19901          2            07/28/93         00
    0010388759                           05           10/01/93          0
    10786374                             O            09/01/08
    0


    5698523          373/X38             F          355,300.00         ZZ
                                         360        291,135.71          1
                                       6.250          2,187.65         44
                                       6.000          2,187.65
    GREENVILLE       DE   19807          4            04/29/94         00
    0010380699                           05           06/01/94          0
    10786416                             O            05/01/24
    0


    5698526          373/X38             F          200,000.00         ZZ
                                         180        118,870.75          1
                                       6.625          1,755.99         80
                                       6.375          1,755.99
    WILMINGTON       DE   19806          2            12/06/93         00
    0010380814                           05           02/01/94          0
    10786473                             O            01/01/09
    0


    5698532          373/X38             F          295,000.00         ZZ
                                         180        170,866.20          1
                                       6.750          2,610.49         40
                                       6.500          2,610.49
    YORKLYN          DE   19736          2            01/14/94         00
    0010381069                           05           03/01/94          0
    10786614                             O            02/01/09
    0


1


    5698541          373/X38             F           72,000.00         ZZ
                                         360         66,212.57          1
                                       6.625            461.03         80
                                       6.375            461.03
    BEAR             DE   19701          1            09/07/95         00
    0010381432                           05           11/01/95          0
    10786853                             O            10/01/25
    0


    5698542          373/X38             F          103,500.00         ZZ
                                          84         96,248.89          1
                                       7.500            723.69         90
                                       7.250            723.69
    NEW CASTLE       DE   19720          2            09/13/95         23
    0010381473                           05           11/01/95          0
    10786861                             O            10/01/02
    0


    5698551          373/X38             F          100,618.27         ZZ
                                         348         83,006.38          1
                                       7.625            718.64         94
                                       7.375            718.64
    LANDISVILLE      PA   17538          1            07/28/93         00
    0010381747                           05           10/01/93          0
    10788032                             O            09/01/22
    0


    5698567          373/X38             F           35,850.00         ZZ
                                         360         32,691.47          1
                                       6.500            226.60         95
                                       6.250            226.60
    MT HOLLY SPRING  PA   17065          1            08/31/95         23
    0010382224                           05           10/01/95          0
    10788925                             O            09/01/25
    0


    5698568          373/X38             F           46,450.00         ZZ
                                         360         43,472.22          1
                                       6.875            305.15         97
                                       6.625            305.15
    HARRISBURG       PA   17103          1            08/22/96         23
    0010382265                           09           10/01/96          0
    10789022                             O            09/01/26
    0


    5698570          373/X38             F           49,300.00         ZZ
                                         360         46,539.56          1
                                       7.375            340.51         95
                                       7.125            340.51
1


    STEELTON         PA   17113          1            12/02/96         04
    0010382315                           05           01/01/97         30
    10789071                             O            12/01/26
    0


    5698577          373/X38             F           60,000.00         ZZ
                                         180         41,603.70          1
                                       6.375            518.56         80
                                       6.125            518.56
    CONNEAUT LAKE    PA   16316          1            10/10/95         00
    0010382521                           05           12/01/95          0
    10789766                             O            11/01/10
    0


    5698596          373/X38             F           52,500.00         ZZ
                                         180         32,226.15          1
                                       6.500            457.34         56
                                       6.250            457.34
    SILVER SPRING    MD   20904          2            04/20/94         00
    0010383099                           01           06/01/94          0
    10793024                             N            05/01/09
    0


    5698598          373/X38             F          123,000.00         ZZ
                                         360        110,047.21          1
                                       6.625            787.59         97
                                       6.375            787.59
    FORT WASHINGTON  MD   20744          1            06/24/94         23
    0010383156                           01           08/01/94          0
    10793073                             O            07/01/24
    0


    5698602          373/X38             F          129,450.00         ZZ
                                         360        117,479.42          1
                                       7.125            872.13         99
                                       6.875            872.13
    SEABROOK         MD   20706          1            07/18/94         00
    0010383255                           05           09/01/94          0
    10793131                             O            08/01/24
    0


    5698603          373/X38             F          149,000.00         ZZ
                                         360        135,079.17          1
                                       7.125          1,003.85        102
                                       6.875          1,003.85
    SILVER SPRING    MD   20902          1            06/30/94         23
    0010383289                           05           08/01/94          0
    10793149                             O            07/01/24
    0
1




    5698604          373/X38             F          146,200.00         ZZ
                                         360        133,666.23          1
                                       7.500          1,022.26        101
                                       7.250          1,022.26
    WHEATON          MD   20902          1            08/22/94         23
    0010383313                           05           10/01/94          0
    10793156                             O            09/01/24
    0


    5698605          373/X38             F          122,400.00         ZZ
                                         360        110,776.56          1
                                       7.375            845.39        101
                                       7.125            845.39
    UPPER MARLBORO   MD   20722          1            09/30/94         23
    0010383347                           09           11/01/94          0
    10793164                             O            10/01/24
    0


    5698607          373/X38             F          121,900.00         ZZ
                                         360        111,328.35          1
                                       7.500            852.35        100
                                       7.250            852.35
    LANHAM           MD   20706          1            07/29/94         23
    0010383404                           05           09/01/94          0
    10793198                             O            08/01/24
    0


    5698608          373/X38             F          139,000.00         ZZ
                                         360        127,004.63          1
                                       7.500            971.91        103
                                       7.250            971.91
    TAKOMA PARK      MD   20912          1            08/18/94         23
    0010383438                           05           10/01/94          0
    10793230                             O            09/01/24
    0


    5698609          373/X38             F          101,850.00         ZZ
                                         360         92,452.87          1
                                       7.500            712.15         97
                                       7.250            712.15
    LAUREL           MD   20707          1            08/15/94         23
    0010383461                           03           10/01/94          0
    10793248                             O            09/01/24
    0


    5698610          373/X38             F          108,200.00         ZZ
                                         360         98,912.20          1
1


                                       7.500            756.56        100
                                       7.250            756.56
    HYATTSVILLE      MD   20782          1            08/18/94         23
    0010383495                           05           10/01/94          0
    10793255                             O            09/01/24
    0


    5698615          373/X38             F          104,600.00         ZZ
                                         360         95,202.65          1
                                       7.500            731.38         75
                                       7.250            731.38
    LANHAM           MD   20706          1            09/08/94         00
    0010383644                           05           11/01/94          0
    10793321                             O            10/01/24
    0


    5698616          373/X38             F          127,000.00         ZZ
                                         360        116,281.65          1
                                       7.500            888.01        100
                                       7.250            888.01
    BURTONSVILLE     MD   20866          1            09/26/94         00
    0010383677                           03           11/01/94          0
    10793339                             O            10/01/24
    0


    5698617          373/X38             F          139,400.00         ZZ
                                         360        124,650.98          1
                                       7.500            974.71        100
                                       7.250            974.71
    LAUREL           MD   20707          1            08/31/94         23
    0010383701                           03           10/01/94          0
    10793347                             O            09/01/24
    0


    5698618          373/X38             F          140,500.00         ZZ
                                         360        127,910.16          1
                                       7.500            982.40         99
                                       7.250            982.40
    SILVER SPRING    MD   20902          1            09/19/94         23
    0010383735                           05           11/01/94          0
    10793354                             O            10/01/24
    0


    5698619          373/X38             F          126,200.00         ZZ
                                         360        115,570.16          1
                                       7.500            882.41         98
                                       7.250            882.41
    HYATTSVILLE      MD   20784          1            09/28/94         23
    0010383750                           05           11/01/94          0
1


    10793362                             O            10/01/24
    0


    5698622          373/X38             F          114,350.00         ZZ
                                         360        104,868.05          1
                                       7.500            799.56        100
                                       7.250            799.56
    BRENTWOOD        MD   20722          1            10/25/94         00
    0010383842                           05           12/01/94          0
    10793438                             O            11/01/24
    0


    5698625          373/X38             F          118,100.00         ZZ
                                         360        108,307.28          1
                                       7.500            825.78        101
                                       7.250            825.78
    ADELPHI          MD   20783          1            10/28/94         23
    0010383933                           05           12/01/94          0
    10793479                             O            11/01/24
    0


    5698626          373/X38             F          134,200.00         ZZ
                                         360        121,895.30          1
                                       7.500            938.35        102
                                       7.250            938.35
    NEW CARROLLTON   MD   20784          1            10/14/94         23
    0010383966                           05           12/01/94          0
    10793487                             O            11/01/24
    0


    5698627          373/X38             F          119,600.00         ZZ
                                         360        109,832.48          1
                                       7.500            836.27        100
                                       7.250            836.27
    BRENTWOOD        MD   20722          1            11/15/94         23
    0010383982                           05           01/01/95          0
    10793495                             O            12/01/24
    0


    5698628          373/X38             F          134,200.00         ZZ
                                         360        116,968.02          1
                                       7.500            938.35        101
                                       7.250            938.35
    ADELPHI          MD   20783          1            11/15/94         23
    0010384014                           05           01/01/95          0
    10793503                             O            12/01/24
    0


1


    5698629          373/X38             F          141,000.00         ZZ
                                         360         67,218.70          1
                                       7.500            985.90        102
                                       7.250            985.90
    LANHAM           MD   20706          1            11/23/94         00
    0010389591                           05           01/01/95          0
    10793511                             O            12/01/24
    0


    5698630          373/X38             F          108,650.00         ZZ
                                         360         97,937.62          1
                                       7.500            759.70        100
                                       7.250            759.70
    SILVER SPRING    MD   20905          1            10/31/94         23
    0010386464                           03           12/01/94          0
    10793529                             O            11/01/24
    0


    5698631          373/X38             F          144,800.00         ZZ
                                         360        132,965.79          1
                                       7.500          1,012.47        100
                                       7.250          1,012.47
    TAKOMA PARK      MD   20912          1            11/30/94         23
    0010386506                           05           01/01/95          0
    10793537                             O            12/01/24
    0


    5698632          373/X38             F          133,300.00         ZZ
                                         360        119,122.97          1
                                       7.500            932.06        103
                                       7.250            932.06
    BELTSVILLE       MD   20705          1            11/30/94         23
    0010386555                           07           01/01/95          0
    10793552                             O            12/01/24
    0


    5698634          373/X38             F          144,800.00         ZZ
                                         360        132,724.46          1
                                       7.500          1,012.47        100
                                       7.250          1,012.47
    SEABROOK         MD   20706          1            11/25/94         23
    0010386621                           05           01/01/95          0
    10793578                             O            12/01/24
    0


    5698635          373/X38             F          113,150.00         ZZ
                                         360        104,044.36          1
                                       7.500            791.17        101
                                       7.250            791.17
1


    CHEVERLY         MD   20785          1            12/15/94         23
    0010386654                           05           02/01/95          0
    10793586                             O            01/01/25
    0


    5698637          373/X38             F          137,700.00         ZZ
                                         360        126,117.37          1
                                       7.500            962.82        102
                                       7.250            962.82
    NEW CARROLTON    MD   20784          1            12/05/94         23
    0010386712                           05           01/01/95          0
    10793602                             O            12/01/24
    0


    5698641          373/X38             F          110,200.00         ZZ
                                         360        100,900.00          1
                                       6.625            705.63         95
                                       6.375            705.63
    LAUREL           MD   20707          1            06/29/95         10
    0010386829                           05           08/01/95         30
    10793750                             O            07/01/25
    0


    5698651          373/X38             F          127,300.00         ZZ
                                         360        115,169.59          1
                                       6.500            804.63         95
                                       6.250            804.63
    ROCKVILLE        MD   20853          1            10/31/95         01
    0010387066                           05           12/01/95         30
    10793867                             O            11/01/25
    0


    5698671          373/X38             F           49,500.00         ZZ
                                         360         35,659.39          2
                                       7.000            329.33         90
                                       6.750            329.33
    SCRANTON         PA   18508          1            01/26/93         00
    0010390029                           05           03/01/93          0
    10797926                             O            02/01/23
    0


    5698674          373/X38             F          476,000.00         ZZ
                                         180        253,805.37          1
                                       6.750          4,212.17        102
                                       6.500          4,212.17
    STROUDSBURG      PA   18360          2            08/03/93         00
    0010390078                           05           10/01/93          0
    10797959                             O            09/01/08
    0
1




    5698675          373/X38             F           55,000.00         ZZ
                                         360         47,998.10          1
                                       6.250            338.65         94
                                       6.000            338.65
    SCRANTON         PA   18505          1            05/27/93         11
    0010391134                           05           07/01/93         22
    10797967                             O            06/01/23
    0


    5698678          373/X38             F           87,500.00         ZZ
                                         360         77,791.83          1
                                       7.375            604.35         90
                                       7.125            604.35
    SCRANTON         PA   18510          2            05/19/93         23
    0010390094                           05           07/01/93          0
    10797983                             O            06/01/23
    0


    5698679          373/X38             F          317,000.00         ZZ
                                         180        189,428.92          1
                                       6.500          2,761.42         65
                                       6.250          2,761.42
    KUNKLETOWN       PA   18058          2            01/11/94         00
    0010390110                           05           03/01/94          0
    10798049                             O            02/01/09
    0


    5698684          373/X38             F           54,150.00         ZZ
                                         360         48,062.21          1
                                       6.125            329.03         91
                                       5.875            329.03
    SCRANTON         PA   18508          1            04/05/94         10
    0010390201                           05           06/01/94         22
    10798205                             O            05/01/24
    0


    5698701          373/X38             F           35,200.00         ZZ
                                         360         32,207.67          3
                                       7.625            249.15         74
                                       7.375            249.15
    SCRANTON         PA   18510          1            07/12/94         00
    0010390441                           05           09/01/94          0
    10798403                             O            08/01/24
    0


    5698718          373/X38             F           85,500.00         ZZ
                                         360         81,289.39          1
1


                                       5.500            485.46         79
                                       5.250            485.46
    DOYLESTOWN       PA   18901          1            06/02/98         00
    0010390680                           01           08/01/98          0
    10798924                             O            07/01/28
    0


    5698719          373/X38             F           52,350.00         ZZ
                                         360         49,786.36          1
                                       5.875            309.68         96
                                       5.625            309.68
    PHILADELPHIA     PA   19151          1            06/24/98         11
    0010390698                           05           08/01/98         35
    10798932                             O            07/01/28
    0


    5698723          373/X38             F          108,000.00         ZZ
                                         360        102,086.61          1
                                       6.125            656.22         84
                                       5.875            656.22
    HAVERTOWN        PA   19083          1            05/29/98         23
    0010390748                           05           07/01/98          0
    10798999                             O            06/01/28
    0


    5698732          373/X38             F           85,800.00         ZZ
                                         360         81,904.78          1
                                       6.125            521.33         97
                                       5.875            521.33
    LANCASTER        PA   17603          1            05/29/98         10
    0010390888                           05           07/01/98         35
    10799203                             O            06/01/28
    0


    5698733          373/X38             F           90,300.00         ZZ
                                         360         85,729.66          1
                                       5.500            512.72         80
                                       5.250            512.72
    FRANKLINTOWN     PA   17323          1            05/29/98         00
    0010390896                           05           07/01/98          0
    10799252                             O            06/01/28
    0


    5698742          373/X38             F           24,700.00         ZZ
                                         360         23,467.54          1
                                       5.875            146.11         92
                                       5.625            146.11
    PHILADELPHIA     PA   19134          1            06/19/98         12
    0010391167                           05           08/01/98         30
1


    10799484                             O            07/01/28
    0


    5698746          373/X38             F          120,900.00         ZZ
                                         360        115,205.09          1
                                       5.875            715.17         88
                                       5.625            715.17
    DOYLESTOWN       PA   18901          1            07/30/98         12
    0010384832                           05           09/01/98         25
    10799534                             O            08/01/28
    0


    5698747          373/X38             F           38,700.00         ZZ
                                         360         36,942.32          1
                                       6.125            235.15         97
                                       5.875            235.15
    HARRISBURG       PA   17110          1            07/01/98         12
    0010384865                           05           08/01/98         35
    10799575                             O            07/01/28
    0


    5698751          373/X38             F           41,300.00         ZZ
                                         360         39,177.23          1
                                       5.250            228.07         90
                                       5.000            228.07
    CAMDEN           NJ   08105          1            06/03/98         12
    0010384964                           05           08/01/98         30
    10799625                             O            07/01/28
    0


    5698754          373/X38             F           64,000.00         ZZ
                                         360         61,232.18          1
                                       6.250            394.06         51
                                       6.000            394.06
    LAUREL           DE   19956          1            06/22/98         00
    0010389278                           05           08/01/98          0
    10799690                             O            07/01/28
    0


    5698758          373/X38             F           33,850.00         ZZ
                                         360         32,308.59          1
                                       6.000            202.95         97
                                       5.750            202.95
    STEELTON         PA   17113          1            06/19/98         11
    0010385110                           09           08/01/98         35
    10799740                             O            07/01/28
    0


1


    5698766          373/X38             F          143,450.00         ZZ
                                          60        138,517.13          1
                                       7.375            990.78         95
                                       7.125            990.78
    GREENSBURG       PA   15601          1            07/15/98         11
    0010385284                           05           09/01/98         30
    10800001                             O            08/01/03
    0


    5698773          373/X38             F           85,000.00         ZZ
                                         360         80,950.13          1
                                       5.500            482.63         71
                                       5.250            482.63
    NEWMARK          DE   19702          1            08/11/98         00
    0010389419                           05           10/01/98          0
    10800209                             O            09/01/28
    0


    5698777          373/X38             F          156,750.00         ZZ
                                          60        151,266.92          1
                                       7.125          1,056.06         95
                                       6.875          1,056.06
    GREENBURG        PA   15601          1            08/10/98         11
    0010385516                           05           10/01/98         30
    10800415                             O            09/01/03
    0


    5698778          373/X38             F          137,750.00         ZZ
                                          60        132,792.87          1
                                       7.125            928.05         95
                                       6.875            928.05
    GREENSBURG       PA   15601          1            07/23/98         11
    0010385540                           05           09/01/98         30
    10800423                             O            08/01/03
    0


    5698780          373/X38             F           51,750.00         ZZ
                                         360         49,587.42          1
                                       6.625            331.37         97
                                       6.375            331.37
    HARRISBURG       PA   17104          1            08/06/98         12
    0010385615                           05           10/01/98         35
    10800472                             O            09/01/28
    0


    5698781          373/X38             F           46,300.00         ZZ
                                         360         44,363.24          1
                                       6.125            281.33         95
                                       5.875            281.33
1


    PHILADELPHIA     PA   19130          1            08/31/98         12
    0010385649                           09           10/01/98         30
    10800480                             O            09/01/28
    0


    5698782          373/X38             F           38,300.00         ZZ
                                         360         36,571.52          1
                                       6.125            232.72        100
                                       5.875            232.72
    PHILADELPHIA     PA   19134          1            09/17/98         12
    0010385672                           05           11/01/98         35
    10800498                             O            10/01/28
    0


    5698786          373/X38             F           36,800.00         ZZ
                                         360         34,323.54          1
                                       5.625            211.85         80
                                       5.375            211.85
    PHILADELPHIA     PA   19121          1            02/18/99         00
    0010389492                           05           04/01/99          0
    10800563                             O            03/01/29
    0


    5698789          373/X38             F           63,500.00         ZZ
                                         360         60,695.41          1
                                       5.875            375.63         93
                                       5.625            375.63
    CLAIRTON         PA   15025          1            09/03/98         01
    0010385854                           05           11/01/98         12
    10800696                             O            10/01/28
    0


    5698790          373/X38             F           90,250.00         ZZ
                                         360         86,555.12          1
                                       6.125            548.37        100
                                       5.875            548.37
    ORELAND          PA   19075          1            11/20/98         23
    0010385870                           05           01/01/99          0
    10800704                             O            12/01/28
    0


    5698792          373/X38             F           27,150.00         ZZ
                                         360         25,937.19          1
                                       5.875            160.61         97
                                       5.625            160.61
    PHILADELPHIA     PA   19143          1            09/17/98         10
    0010385938                           05           11/01/98         35
    10800738                             O            10/01/28
    0
1




    5698793          373/X38             F           50,750.00         ZZ
                                         360         48,588.57          1
                                       6.375            316.62         97
                                       6.125            316.62
    HARRISBURG       PA   17103          1            12/30/98         12
    0010385961                           05           02/01/99         35
    10800753                             O            01/01/29
    0


    5698795          373/X38             F           38,950.00         ZZ
                                         360         37,780.89          1
                                       6.500            246.20         95
                                       6.250            246.20
    PHILADELPHIA     PA   19121          1            06/02/99         10
    0010386001                           09           07/01/99         30
    10800787                             O            06/01/29
    0


    5698796          373/X38             F           73,700.00         ZZ
                                         360         70,601.65          1
                                       6.375            459.80         97
                                       6.125            459.80
    YEADON           PA   19050          1            08/28/98         10
    0010386035                           05           10/01/98         35
    10800795                             O            09/01/28
    1678624920


    5698797          373/X38             F           28,400.00         ZZ
                                         360         27,269.98          1
                                       6.125            172.57         95
                                       5.875            172.57
    PHILADELPHIA     PA   19140          1            10/20/98         12
    0010386068                           05           12/01/98         30
    10800860                             O            11/01/28
    0


    5698802          373/X38             F           54,600.00         ZZ
                                         360         52,375.52          1
                                       6.000            327.36         95
                                       5.750            327.36
    MILLVILLE        NJ   08332          1            02/19/99         12
    0010386191                           05           04/01/99         30
    10801041                             O            03/01/29
    0


    5698805          373/X38             F           25,500.00         ZZ
                                         360         24,463.58          1
1


                                       6.125            154.95         95
                                       5.875            154.95
    PHILADELPHIA     PA   19124          1            10/28/98         12
    0010386241                           05           12/01/98         30
    10801371                             O            11/01/28
    0


    5698806          373/X38             F           84,350.00         ZZ
                                         360         80,165.47          1
                                       6.375            526.24         92
                                       6.125            526.24
    STRATFORD        NJ   08084          1            08/31/98         10
    0010386282                           05           10/01/98         35
    10801413                             O            09/01/28
    0


    5698809          373/X38             F           78,960.00         ZZ
                                         360         76,238.16          1
                                       6.850            517.40         94
                                       6.600            517.40
    PITTSBURGH       PA   15217          1            11/19/98         23
    0010386324                           05           01/01/99          0
    10801454                             O            12/01/28
    0


    5698811          373/X38             F           46,550.00         ZZ
                                         360         44,691.68          1
                                       6.125            282.85         94
                                       5.875            282.85
    PHILADELPHIA     PA   19134          1            10/12/98         12
    0010386381                           05           12/01/98         30
    10801587                             O            11/01/28
    0


    5698813          373/X38             F           45,550.00         ZZ
                                         360         43,919.04          1
                                       6.875            299.24         97
                                       6.625            299.24
    PHILADELPHIA     PA   19137          1            10/15/98         10
    0010386431                           05           12/01/98         35
    10801603                             O            11/01/28
    0


    5698818          373/X38             F          125,000.00         ZZ
                                         360        120,356.88          1
                                       6.125            759.52        100
                                       5.875            759.52
    COLLEGEVILLE     PA   19426          1            12/18/98         23
    0010386639                           05           02/01/99          0
1


    10801728                             O            01/01/29
    0


    5698824          373/X38             F           23,750.00         ZZ
                                         360         22,739.58          1
                                       6.250            146.24         95
                                       6.000            146.24
    PHILADELPHIA     PA   19134          1            09/01/98         12
    0010386795                           05           10/01/98         30
    10801876                             O            09/01/28
    0


    5698825          373/X38             F           76,500.00         ZZ
                                         360         72,719.51          1
                                       5.250            422.44         90
                                       5.000            422.44
    GLASSBORO        NJ   08028          1            03/25/99         23
    0010386845                           05           05/01/99          0
    10801892                             O            04/01/29
    0


    5698831          373/X38             F           28,130.00         ZZ
                                         360         26,917.73          1
                                       5.625            161.94        100
                                       5.375            161.94
    PHILADELPHIA     PA   19132          1            11/03/98         00
    0010389823                           05           12/01/98          0
    10801991                             O            11/01/28
    0


    5698833          373/X38             F           31,040.00         ZZ
                                         360         29,866.09          1
                                       5.875            183.62         97
                                       5.625            183.62
    PHILADELPHIA     PA   19134          1            01/07/99         11
    0010387082                           09           03/01/99         34
    10802031                             O            02/01/29
    0


    5698838          373/X38             F          110,110.00         ZZ
                                         360        105,828.01          1
                                       6.375            686.95        100
                                       6.125            686.95
    OLNEY            MD   20832          1            09/29/98         23
    0010387272                           05           11/01/98          0
    10802296                             O            10/01/28
    0


1


    5698840          373/X38             F          178,600.00         ZZ
                                          60        172,668.48          1
                                       7.250          1,218.37         95
                                       7.000          1,218.37
    HARRISON CITY    PA   15636          1            09/30/98         11
    0010387330                           05           11/01/98         30
    10802353                             O            10/01/03
    0


    5698841          373/X38             F           63,000.00         ZZ
                                         360         58,447.47          1
                                       6.000            377.72        100
                                       5.750            377.72
    HIGHSPIRE        PA   17034          1            09/30/98         00
    0010389948                           05           11/01/98          0
    10802361                             O            10/01/28
    0


    5698842          373/X38             F           28,400.00         ZZ
                                         360         27,256.14          1
                                       6.000            170.28         95
                                       5.750            170.28
    PHILADELPHIA     PA   19134          1            11/13/98         11
    0010387371                           09           01/01/99         30
    10802387                             O            12/01/28
    0


    5698845          373/X38             F           33,250.00         ZZ
                                         360         31,763.49          1
                                       6.000            199.36         95
                                       5.750            199.36
    HARRISBURG       PA   17112          1            09/30/98         12
    0010387470                           07           11/01/98         30
    10802486                             O            10/01/28
    0


    5698846          373/X38             F          100,000.00         ZZ
                                         360         95,875.34          1
                                       5.875            591.54         77
                                       5.625            591.54
    ENOLA            PA   17025          1            11/02/98         00
    0010389997                           05           12/01/98          0
    10802494                             O            11/01/28
    0


    5698848          373/X38             F           47,250.00         ZZ
                                         360         44,280.89          1
                                       7.250            322.33        105
                                       7.000            322.33
1


    PHILADELPHIA     PA   19143          1            10/16/98         23
    0010387561                           09           12/01/98          0
    10802528                             O            11/01/28
    0


    5698851          373/X38             F           57,850.00         ZZ
                                         360         55,054.12          1
                                       5.125            314.99         95
                                       4.875            314.99
    PHILADELPHIA     PA   19149          1            09/29/98         04
    0010387645                           05           11/01/98         30
    10802627                             O            10/01/28
    0


    5698852          373/X38             F           70,000.00         ZZ
                                         360         67,173.19          1
                                       5.875            414.08        100
                                       5.625            414.08
    HARRISBURG       PA   17110          1            11/02/98         23
    0010387678                           01           01/01/99          0
    10802650                             O            12/01/28
    0


    5698854          373/X38             F          106,700.00         ZZ
                                         360        100,834.77          1
                                       6.375            665.67        100
                                       6.125            665.67
    SILVER SPRING    MD   20902          1            10/07/98         12
    0010387728                           01           11/01/98         35
    10802718                             O            10/01/28
    0


    5698860          373/X38             F          144,850.00         ZZ
                                          60        139,962.21          1
                                       7.000            963.70         95
                                       6.750            963.70
    GREENSBURG       PA   15601          1            10/15/98         11
    0010387850                           05           12/01/98         30
    10802973                             O            11/01/03
    0


    5698862          373/X38             F           33,250.00         ZZ
                                         360         31,800.14          1
                                       5.750            194.04         95
                                       5.500            194.04
    PHILADELPHIA     PA   19134          1            11/13/98         12
    0010387918                           05           01/01/99         30
    10803062                             O            12/01/28
    0
1




    5698866          373/X38             F           24,800.00         ZZ
                                         360         23,669.70          1
                                       5.250            136.95         80
                                       5.000            136.95
    PHILADELPHIA     PA   19134          1            12/22/98         00
    0010390284                           05           02/01/99          0
    10803260                             O            01/01/29
    0


    5698868          373/X38             F          115,418.00         ZZ
                                         360        111,894.46          1
                                       6.500            729.53         97
                                       6.250            729.53
    DEPTFORD         NJ   08096          1            05/27/99         12
    0010388072                           05           07/01/99         35
    10803419                             O            06/01/29
    0


    5698871          373/X38             F           76,500.00         ZZ
                                         360         73,223.00          1
                                       5.625            440.38         95
                                       5.375            440.38
    PHILADELPHIA     PA   19152          1            11/30/98         12
    0010388163                           05           01/01/99         30
    10803484                             O            12/01/28
    0


    5698874          373/X38             F           41,400.00         ZZ
                                         360         39,629.03          1
                                       5.875            244.90         90
                                       5.625            244.90
    PHILADELPHIA     PA   19125          1            11/30/98         12
    0010388213                           05           01/01/99         25
    10803856                             O            12/01/28
    0


    5698875          373/X38             F           38,800.00         ZZ
                                         360         37,390.49          1
                                       6.250            238.90         97
                                       6.000            238.90
    CAMDEN           NJ   08104          1            12/17/98         12
    0010388239                           05           02/01/99         35
    10803898                             O            01/01/29
    0


    5698877          373/X38             F           39,900.00         ZZ
                                         360         38,414.22          1
1


                                       6.125            242.44         95
                                       5.875            242.44
    CAMDEN           NJ   08104          1            12/31/98         12
    0010388262                           05           02/01/99         30
    10803963                             O            01/01/29
    0


    5698881          373/X38             F           75,600.00         ZZ
                                         360         73,125.35          2
                                       7.000            502.97        105
                                       6.750            502.97
    PHILADELPHIA     PA   19104          1            12/02/98         23
    0010388353                           05           01/01/99          0
    10804060                             O            12/01/28
    0


    5698884          373/X38             F          125,875.00         ZZ
                                         360        121,094.82          1
                                       6.000            754.69         95
                                       5.750            754.69
    GAITHERSBURG     MD   20879          1            12/07/98         12
    0010388403                           09           02/01/99         30
    10804185                             O            01/01/29
    0


    5698885          373/X38             F           78,700.00         ZZ
                                         360         75,144.21          1
                                       5.000            422.48         95
                                       4.750            422.48
    DOWNINGTOWN      PA   19335          1            12/28/98         12
    0010388437                           09           02/01/99         30
    10804201                             N            01/01/29
    0


    5698888          373/X38             F          140,315.00         ZZ
                                         360        134,177.88          1
                                       6.375            875.39         95
                                       6.125            875.39
    WILLOWGROVE      PA   19090          1            12/11/98         23
    0010388502                           05           02/01/99          0
    10804433                             O            01/01/29
    0


    5698899          373/X38             F          116,850.00         ZZ
                                         360        112,092.27          1
                                       5.875            691.22        100
                                       5.625            691.22
    LEVITTOWN        PA   19054          1            12/15/98         12
    0010388742                           05           02/01/99         30
1


    10805067                             O            01/01/29
    0


    5698902          373/X38             F          144,400.00         ZZ
                                          60        139,605.40          1
                                       6.750            936.58         95
                                       6.500            936.58
    IRWIN            PA   15642          1            01/05/99         11
    0010388874                           05           02/01/99         30
    10805117                             O            01/01/04
    0


    5698903          373/X38             F           36,860.00         ZZ
                                         360         35,397.14          1
                                       5.750            215.11         97
                                       5.500            215.11
    PITTSBURGH       PA   15207          1            12/16/98         01
    0010388882                           05           02/01/99         18
    10805141                             O            01/01/29
    0


    5698908          373/X38             F           73,235.00         ZZ
                                         360         66,650.70          1
                                       6.125            444.99         98
                                       5.875            444.99
    UPPER DARBY      PA   19082          1            01/27/99         12
    0010388916                           05           03/01/99         35
    10805299                             O            02/01/29
    0


    5698909          373/X38             F           43,500.00         ZZ
                                         360         41,295.06          1
                                       5.875            257.32         95
                                       5.625            257.32
    CLEMENTON        NJ   08021          1            12/18/98         04
    0010388924                           01           02/01/99         30
    10805315                             O            01/01/29
    0


    5698911          373/X38             F           63,000.00         ZZ
                                         360         60,659.83          1
                                       6.125            382.80         79
                                       5.875            382.80
    CLEMENTON        NJ   08021          1            12/31/98         12
    0010388940                           05           02/01/99         35
    10805331                             O            01/01/29
    0


1


    5698915          373/X38             F           83,400.00         ZZ
                                         360         80,398.34          1
                                       6.125            506.75         99
                                       5.875            506.75
    WILMINGTON       DE   19801          1            01/08/99         11
    0010388981                           05           03/01/99         35
    10805570                             O            02/01/29
    0


    5698916          373/X38             F          115,600.00         ZZ
                                         360        111,306.20          1
                                       6.125            702.40        101
                                       5.875            702.40
    ROCKVILLE        MD   20852          1            12/30/98         23
    0010388999                           07           02/01/99          0
    10805612                             O            01/01/29
    0


    5698921          373/X38             F           54,000.00         ZZ
                                         360         51,963.68          1
                                       5.875            319.44         95
                                       5.625            319.44
    SCRANTON         PA   18508          1            02/12/99         23
    0010389047                           05           04/01/99          0
    10805935                             O            03/01/29
    0


    5698923          373/X38             F           72,741.00         ZZ
                                         360         69,943.18          1
                                       5.375            407.33         95
                                       5.125            407.33
    PHILADELPHIA     PA   19152          1            03/15/99         12
    0010389062                           09           05/01/99         30
    10805950                             O            04/01/29
    0


    5698928          373/X38             F          513,000.00         ZZ
                                         180        437,327.20          1
                                       6.875          4,575.22         95
                                       6.625          4,575.22
    WYOMING          DE   19934          2            01/25/99         23
    0010389104                           05           03/01/99          0
    10806073                             O            02/01/14
    0


    5698935          373/X38             F           69,450.00         ZZ
                                         360         67,003.25          1
                                       5.875            410.83         95
                                       5.625            410.83
1


    HARRISBURG       PA   17110          2            03/29/99         14
    0010389146                           01           05/01/99         30
    10806289                             O            04/01/29
    0


    5698936          373/X38             F           28,200.00         ZZ
                                         360         27,312.39          1
                                       6.375            175.94         94
                                       6.125            175.94
    PHILADELPHIA     PA   19124          1            04/30/99         10
    0010389153                           05           06/01/99         30
    10806321                             O            05/01/29
    0


    5698940          373/X38             F           44,000.00         ZZ
                                         360         42,567.56          1
                                       6.125            267.35         80
                                       5.875            267.35
    SCRANTON         PA   18510          2            04/16/99         00
    0010391035                           05           06/01/99          0
    10806412                             O            05/01/29
    0


    5698941          373/X38             F          361,000.00         ZZ
                                         180        316,545.67          1
                                       6.500          3,144.70         95
                                       6.250          3,144.70
    FELTON           DE   19943          5            01/25/99         23
    0010389187                           05           03/01/99          0
    10806420                             O            02/01/14
    0


    5698942          373/X38             F          293,000.00         ZZ
                                         360        278,890.63          1
                                       7.125          1,974.00         55
                                       6.875          1,974.00
    BETHESDA         MD   20817          2            02/01/99         00
    0010391068                           05           03/01/99          0
    10806438                             O            02/01/29
    0


    5698947          373/X38             F           90,000.00         ZZ
                                         180         78,499.19          1
                                       5.000            711.72        100
                                       4.750            711.72
    SILVER SPRING    MD   20902          1            03/24/99         23
    0010384154                           05           05/01/99          0
    10806693                             O            04/01/14
    0
1




    5698948          373/X38             F          159,100.00         ZZ
                                         360        154,578.23          1
                                       7.250          1,085.35         95
                                       7.000          1,085.35
    LIMERICK         PA   19468          1            02/19/99         23
    0010384170                           05           04/01/99          0
    10806735                             O            03/01/29
    0


    5698949          373/X38             F          150,000.00         ZZ
                                         180        131,589.17          1
                                       5.750          1,245.62        100
                                       5.500          1,245.62
    LANCASTER        PA   17601          1            03/31/99         23
    0010384196                           01           05/01/99          0
    10806743                             O            04/01/14
    0


    5698951          373/X38             F          130,000.00         ZZ
                                          84        125,838.66          1
                                       7.125            875.84         94
                                       6.875            875.84
    PHILADELPHIA     PA   19143          2            05/11/99         23
    0010384246                           05           07/01/99          0
    10806925                             O            06/01/06
    0


    5698952          373/X38             F          101,058.00         ZZ
                                         360         98,126.03          1
                                       6.500            638.76        100
                                       6.250            638.76
    ROCKVILLE        MD   20850          2            06/24/99         12
    0010384253                           05           08/01/99         30
    10806933                             O            07/01/29
    0


    5698954          373/X38             F           88,300.00         ZZ
                                         360         85,112.35          1
                                       5.625            508.31         95
                                       5.375            508.31
    CAMP HILL        PA   17011          1            05/05/99         12
    0010384311                           05           06/01/99         30
    10807014                             O            05/01/29
    0


    5698956          373/X38             F           82,690.00         ZZ
                                         360         79,615.68          1
1


                                       5.375            463.05        100
                                       5.125            463.05
    ROCKVILLE        MD   20850          2            04/30/99         23
    0010384378                           05           06/01/99          0
    10807030                             O            05/01/29
    0


    5698962          373/X38             F           56,600.00         ZZ
                                         360         54,349.67          1
                                       5.375            316.95        100
                                       5.125            316.95
    HARRISBURG       PA   17110          1            02/19/99         23
    0010384493                           01           04/01/99          0
    10807220                             O            03/01/29
    0


    5698966          373/X38             F          152,100.00         ZZ
                                         360        147,820.68          1
                                       7.000          1,011.93        100
                                       6.750          1,011.93
    GIBSONIA         PA   15044          2            04/19/99         23
    0010384576                           05           06/01/99          0
    10807394                             O            05/01/29
    0


    5698969          373/X38             F           56,600.00         ZZ
                                         360         54,846.97          1
                                       6.500            357.76         95
                                       6.250            357.76
    PHILADELPHIA     PA   19124          1            04/30/99         23
    0010384642                           05           06/01/99          0
    10807451                             O            05/01/29
    0


    5698976          373/X38             F          102,600.00         ZZ
                                         360         99,721.55          1
                                       6.750            665.46        100
                                       6.500            665.46
    WILMINGTON       DE   19806          1            05/28/99         11
    0010384758                           05           07/01/99         25
    10807667                             O            06/01/29
    0


    5698979          373/X38             F          106,700.00         ZZ
                                         360        103,262.78          1
                                       6.375            665.67         97
                                       6.125            665.67
    SILVER SPRING    MD   20905          1            03/26/99         12
    0010384816                           09           05/01/99         35
1


    10807774                             O            04/01/29
    0


    5698985          373/X38             F           24,700.00         ZZ
                                         360         23,920.20          1
                                       6.125            150.08         95
                                       5.875            150.08
    PHILADELPHIA     PA   19134          1            05/14/99         10
    0010384915                           05           07/01/99         30
    10808004                             O            06/01/29
    0


    5699000          373/X38             F           70,750.00         ZZ
                                         360         67,235.56          1
                                       5.250            390.69         95
                                       5.000            390.69
    CAMDEN           NJ   08105          1            04/30/99         23
    0010385235                           05           06/01/99          0
    10808293                             O            05/01/29
    0


    5699005          373/X38             F           43,700.00         ZZ
                                         360         42,631.21          1
                                       6.875            287.08         95
                                       6.625            287.08
    PHILADELPHIA     PA   19124          1            09/01/99         12
    0010385326                           09           10/01/99         30
    10808376                             O            09/01/29
    0


    5699006          373/X38             F           57,584.00         ZZ
                                         360         55,181.37          1
                                       6.250            354.56         95
                                       6.000            354.56
    PHILADELPHIA     PA   19134          1            04/30/99         04
    0010385334                           07           06/01/99         30
    10808384                             O            05/01/29
    0


    5699008          373/X38             F           37,750.00         ZZ
                                         360         36,424.11          1
                                       5.500            214.35         95
                                       5.250            214.35
    PHILADELPHIA     PA   19140          1            05/27/99         12
    0010385409                           09           07/01/99         30
    10808400                             O            06/01/29
    0


1


    5699011          373/X38             F          376,000.00         ZZ
                                         360        366,514.87          1
                                       7.125          2,533.19         80
                                       6.875          2,533.19
    PHILADELPHIA     PA   19103          1            06/07/99         00
    0010389567                           01           08/01/99          0
    10808525                             O            07/01/29
    0


    5699013          373/X38             F           79,192.00         ZZ
                                         360         76,374.13          1
                                       5.625            455.88        100
                                       5.375            455.88
    NORTH POTOMAC    MD   20850          1            04/28/99         23
    0010385524                           05           06/01/99          0
    10808574                             O            05/01/29
    0


    5699015          373/X38             F          113,400.00         ZZ
                                         360        109,397.62          1
                                       6.125            689.04         97
                                       5.875            689.04
    WARRINGTON       PA   18976          5            05/26/99         12
    0010385565                           01           07/01/99         30
    10808640                             O            06/01/29
    0


    5699018          373/X38             F           52,250.00         ZZ
                                         360         50,676.64          1
                                       6.875            343.25         95
                                       6.625            343.25
    PHILADELPHIA     PA   19111          1            05/27/99         10
    0010385664                           09           07/01/99         30
    10808723                             O            06/01/29
    0


    5699022          373/X38             F           41,684.00         ZZ
                                         360         39,636.74          1
                                       6.375            260.06         93
                                       6.125            260.06
    CLEMENTON        NJ   08021          2            04/28/99         12
    0010385748                           01           06/01/99         30
    10808822                             O            05/01/29
    0


    5699023          373/X38             F           65,550.00         ZZ
                                         360         63,127.20          1
                                       5.250            361.97        100
                                       5.000            361.97
1


    CAMDEN           NJ   08105          2            05/05/99         12
    0010385771                           05           07/01/99         30
    10808848                             O            06/01/29
    0


    5699028          373/X38             F           63,050.00         ZZ
                                         360         60,612.15          1
                                       5.000            338.47         97
                                       4.750            338.47
    MARYSVILLE       PA   17053          1            05/26/99         23
    0010385896                           05           07/01/99          0
    10809093                             O            06/01/29
    0


    5699033          373/X38             F          158,550.00         ZZ
                                         360        154,147.85          1
                                       7.000          1,054.84        100
                                       6.750          1,054.84
    ALLEN            TX   75013          1            03/31/99         10
    0010386019                           05           06/01/99         35
    10809150                             O            05/01/29
    0


    5699036          373/X38             F           17,100.00         ZZ
                                         180         15,345.53          1
                                       6.125            145.46         95
                                       5.875            145.46
    CAMDEN           NJ   08104          1            07/09/99         12
    0010386084                           05           09/01/99         30
    10809309                             O            08/01/14
    0


    5699040          373/X38             F           38,950.00         ZZ
                                         360         37,709.50          1
                                       6.125            236.67         95
                                       5.875            236.67
    PHILADELPHIA     PA   19132          1            05/19/99         12
    0010386209                           05           07/01/99         30
    10809382                             O            06/01/29
    0


    5699044          373/X38             F           42,750.00         ZZ
                                         360         41,423.22          1
                                       6.000            256.31         95
                                       5.750            256.31
    PHILADELPHIA     PA   19111          1            07/09/99         12
    0010386266                           05           09/01/99         30
    10809598                             O            08/01/29
    0
1




    5699049          373/X38             F          190,000.00         ZZ
                                          84        185,140.83          1
                                       7.250          1,296.14        100
                                       7.000          1,296.14
    PHILADELPHIA     PA   19103          1            05/26/99         23
    0010386340                           01           07/01/99          0
    10809663                             O            06/01/06
    0


    5699050          373/X38             F           82,650.00         ZZ
                                         360         79,911.83          1
                                       5.625            475.79         95
                                       5.375            475.79
    HARRISBURG       PA   17103          1            06/11/99         12
    0010386373                           05           08/01/99         30
    10809671                             O            07/01/29
    0


    5699052          373/X38             F           42,750.00         ZZ
                                         360         41,453.45          1
                                       6.125            259.76         91
                                       5.875            259.76
    HARRISBURGH      PA   17104          2            06/30/99         12
    0010386423                           09           08/01/99         30
    10809705                             O            07/01/29
    0


    5699054          373/X38             F           47,400.00         ZZ
                                         360         45,912.66          1
                                       6.000            284.19         95
                                       5.750            284.19
    PHILADELPHIA     PA   19134          1            06/28/99         12
    0010386498                           05           08/01/99         30
    10809747                             O            07/01/29
    0


    5699061          373/X38             F          150,000.00         ZZ
                                         360        145,149.61          1
                                       6.375            935.81        100
                                       6.125            935.81
    SILVER SPRING    MD   20905          1            05/14/99         23
    0010386746                           05           07/01/99          0
    10809879                             O            06/01/29
    0


    5699065          373/X38             F          133,000.00         ZZ
                                          60        129,485.68          1
1


                                       6.875            873.72         95
                                       6.625            873.72
    GREENSBURG       PA   15601          1            06/10/99         11
    0010386852                           05           08/01/99         30
    10809978                             O            07/01/04
    0


    5699066          373/X38             F           98,422.00         ZZ
                                         360         93,953.48          1
                                       5.675            569.69         95
                                       5.425            569.69
    ROCKVILLE        MD   20850          1            07/30/99         12
    0010386886                           05           09/01/99         30
    10809994                             O            08/01/29
    0


    5699070          373/X38             F           99,000.00         ZZ
                                         360         95,958.39          1
                                       6.250            609.56        100
                                       6.000            609.56
    BEAR             DE   19701          1            05/27/99         23
    0010387017                           05           07/01/99          0
    10810083                             O            06/01/29
    0


    5699071          373/X38             F          246,000.00         ZZ
                                         360        238,807.70          1
                                       6.375          1,534.73         95
                                       6.125          1,534.73
    LANSDALE         PA   19446          1            06/11/99         23
    0010387033                           05           08/01/99          0
    10810091                             O            07/01/29
    0


    5699074          373/X38             F           64,850.00         ZZ
                                         360         63,096.45          1
                                       6.750            420.62         94
                                       6.500            420.62
    YEADON           PA   19050          1            06/30/99         12
    0010387116                           05           08/01/99         30
    10810141                             O            07/01/29
    0


    5699084          373/X38             F           36,000.00         ZZ
                                         360         34,792.05          1
                                       6.375            224.60        100
                                       6.125            224.60
    PHILADELPHIA     PA   19120          1            06/24/99         11
    0010387421                           05           08/01/99         30
1


    10810323                             O            07/01/29
    0


    5699085          373/X38             F           44,650.00         ZZ
                                         360         43,500.14          1
                                       6.375            278.56        100
                                       6.125            278.56
    PHILADELPHIA     PA   19134          1            09/29/99         12
    0010387454                           05           11/01/99         30
    10810331                             O            10/01/29
    0


    5699087          373/X38             F          127,000.00         ZZ
                                         360        123,021.36          1
                                       6.375            792.32        100
                                       6.125            792.32
    WILMINGTON       DE   19808          1            06/30/99         00
    0010390417                           05           08/01/99          0
    10810356                             O            07/01/29
    0


    5699088          373/X38             F           95,550.00         ZZ
                                          84         93,195.19          2
                                       7.250            651.82        105
                                       7.000            651.82
    PHILADELPHIA     PA   19131          1            06/29/99         23
    0010387520                           05           08/01/99          0
    10810380                             O            07/01/06
    0


    5699089          373/X38             F           88,500.00         ZZ
                                         360         85,982.66          1
                                       7.000            588.80        100
                                       6.750            588.80
    BLACKWOOD        NJ   08012          1            07/30/99         11
    0010387579                           05           09/01/99         12
    10810406                             O            08/01/29
    0


    5699091          373/X38             F           53,350.00         ZZ
                                         360         50,832.46          1
                                       6.625            341.61        100
                                       6.375            341.61
    WILLIAMSBURG     PA   16693          1            07/16/99         12
    0010387637                           05           09/01/99         35
    10810430                             O            08/01/29
    0


1


    5699094          373/X38             F          111,600.00         ZZ
                                         360        106,827.57          1
                                       6.500            705.39        100
                                       6.250            705.39
    NEWARK           DE   19713          1            07/08/99         00
    0010390516                           05           09/01/99          0
    10810463                             O            08/01/29
    0


    5699095          373/X38             F           95,000.00         ZZ
                                         360         92,490.97          1
                                       6.500            600.46        100
                                       6.250            600.46
    DELAWARE         DE   19707          1            08/30/99         00
    0010390532                           05           10/01/99          0
    10810505                             O            09/01/29
    0


    5699104          373/X38             F           30,400.00         ZZ
                                         360         29,158.92          1
                                       6.000            182.27         95
                                       5.750            182.27
    ERIE             PA   16507          1            07/30/99         23
    0010387934                           05           09/01/99          0
    10810653                             O            08/01/29
    0


    5699109          373/X38             F           99,750.00         ZZ
                                         360         97,031.39          1
                                       6.500            630.49        100
                                       6.250            630.49
    HARRISBURG       PA   17112          1            07/08/99         10
    0010388056                           05           09/01/99         30
    10810711                             O            08/01/29
    0


    5699110          373/X38             F           17,100.00         ZZ
                                         180         14,456.70          1
                                       6.375            147.79         90
                                       6.125            147.79
    PHILADELPHIA     PA   19121          1            09/24/99         00
    0010390714                           09           11/01/99          0
    10810737                             O            10/01/14
    0


    5699113          373/X38             F           35,200.00         ZZ
                                         180         30,752.27          1
                                       5.500            287.62         80
                                       5.250            287.62
1


     PHILADELPHIA    PA   19142          1            07/01/99         00
    0010390755                           05           09/01/99          0
    10810794                             O            08/01/14
    0


    5699119          373/X38             F           38,000.00         ZZ
                                         360         36,863.43          1
                                       6.250            233.98         95
                                       6.000            233.98
    CAMDEN           NJ   08104          1            07/21/99         12
    0010388361                           05           09/01/99         30
    10810968                             O            08/01/29
    0


    5699126          373/X38             F           24,300.00         ZZ
                                         360         23,640.66          1
                                       6.750            157.61        100
                                       6.500            157.61
    PHILADELPHIA     PA   19120          1            06/23/99         12
    0010388494                           05           08/01/99         25
    10811099                             O            07/01/29
    0


    5699133          373/X38             F          147,250.00         ZZ
                                          60        143,359.25          1
                                       6.875            967.33         95
                                       6.625            967.33
    GREENSBURG       PA   15601          1            06/30/99         11
    0010388668                           05           08/01/99         30
    10811214                             O            07/01/04
    0


    5699135          373/X38             F           77,500.00         ZZ
                                         360         75,528.67          1
                                       6.875            509.12        100
                                       6.625            509.12
    NEW CUMBERLAND   PA   17070          1            07/30/99         12
    0010388700                           01           09/01/99         35
    10811248                             O            08/01/29
    0


    5699146          373/X38             F           78,570.00         ZZ
                                         360         75,297.14          1
                                       7.250            535.99        100
                                       7.000            535.99
    MT LAUREL        NJ   08054          1            07/30/99         10
    0010388841                           01           09/01/99         35
    10811396                             O            08/01/29
    0
1




    5699147          373/X38             F          100,000.00         ZZ
                                         360         97,603.01          1
                                       7.000            665.31        100
                                       6.750            665.31
    BLACKWOOD        NJ   08102          1            08/06/99         10
    0010388858                           05           10/01/99         30
    10811404                             O            09/01/29
    0


    5699149          373/X38             F           62,050.00         ZZ
                                         360         60,601.29          1
                                       7.125            418.05         97
                                       6.875            418.05
    HARTLEY          PA   17845          1            08/20/99         10
    0010391175                           05           10/01/99         35
    10811420                             O            09/01/29
    0


    5699152          373/X38             F          111,600.00         ZZ
                                         360        108,685.23          1
                                       6.875            733.14        100
                                       6.625            733.14
    BORDENTOWN TWP   NJ   08505          1            07/23/99         11
    0010391043                           05           09/01/99         30
    10811453                             O            08/01/29
    0


    5699153          373/X38             F           75,000.00         ZZ
                                         360         72,512.05          1
                                       6.125            455.71        100
                                       5.875            455.71
    COLUMBIA         PA   17512          1            08/27/99         00
    0010391050                           05           10/01/99          0
    10811461                             O            09/01/29
    0


    5699154          373/X38             F          100,800.00         ZZ
                                         360         98,607.12          1
                                       7.500            704.81        100
                                       7.250            704.81
    MT EPHRAIM       NJ   08059          1            08/30/99         12
    0010391076                           05           10/01/99         35
    10811495                             O            09/01/29
    0


    5699157          373/X38             F           50,000.00         ZZ
                                         180         42,418.46          1
1


                                       6.125            425.32        100
                                       5.875            425.32
    ASTON            PA   19014          1            07/09/99         00
    0010379956                           05           09/01/99          0
    10811529                             O            08/01/14
    0


    5699158          373/X38             F           25,650.00         ZZ
                                         360         24,749.75          1
                                       6.750            166.37         95
                                       6.500            166.37
    PHILADELPHIA     PA   19134          1            07/30/99         10
    0010379964                           05           09/01/99         25
    10811537                             O            08/01/29
    0


    5699177          373/X38             F           36,100.00         ZZ
                                         360         35,254.34          1
                                       7.000            240.18        100
                                       6.750            240.18
    SHARON           PA   16146          1            09/03/99         12
    0010380152                           05           11/01/99         30
    10811834                             O            10/01/29
    0


    5699182          373/X38             F           47,500.00         ZZ
                                         360         46,290.79          1
                                       6.875            312.05         95
                                       6.625            312.05
    PHILADELPHIA     PA   19149          1            07/30/99         12
    0010380202                           09           09/01/99         30
    10811917                             O            08/01/29
    0


    5699187          373/X38             F           69,350.00         ZZ
                                         360         67,589.18          1
                                       6.750            449.81         95
                                       6.500            449.81
    HIGHSPIRE        PA   17034          1            08/20/99         10
    0010380251                           05           10/01/99         30
    10811974                             O            09/01/29
    0


    5699214          373/X38             F           57,000.00         ZZ
                                         360         55,544.05          1
                                       7.000            379.23        100
                                       6.750            379.23
    SILVER SPRING    MD   20910          1            09/27/99         23
    0010381010                           01           11/01/99          0
1


    10812378                             O            10/01/29
    0


    5699222          373/X38             F          161,750.00         ZZ
                                         360        149,283.86          1
                                       7.250          1,103.43         85
                                       7.000          1,103.43
    HOUSTON          TX   77004          2            03/25/96         04
    0010381325                           05           05/01/96         12
    10812584                             O            04/01/26
    0


    5851884          Q72/W60             F           36,000.00         ZZ
                                         240         34,385.50          1
                                      10.100            349.80         84
                                       9.600            349.80
    FREMONT          OH   43420          5            05/25/99         00
    7941206                              05           07/01/99          0
    101317675                            N            06/01/19
    0


    5851922          Q72/W60             F           27,400.00         ZZ
                                         180         25,233.08          1
                                      12.850            343.98         75
                                      12.350            343.98
    PORT ALLEN       LA   70767          2            12/17/98         00
    7941453                              05           02/01/99          0
    103610465                            O            01/01/14
    0


    5851990          Q72/W60             F           68,000.00         ZZ
                                         120         54,845.86          1
                                      11.250            946.35         80
                                      10.750            946.35
    COLONY           TX   75056          2            11/05/98         00
    7941875                              05           01/01/99          0
    106303324                            O            12/01/08
    0


    5852002          Q72/W60             F           29,900.00         ZZ
                                         360         29,762.98          1
                                      12.990            330.52         55
                                      12.490            330.52
    CLARKSTON        WA   99403          5            07/07/00         00
    7941990                              05           09/01/00          0
    107800856                            O            08/01/30
    0


1


    5852012          Q72/W60             F           78,300.00         ZZ
                                         360         77,479.80          1
                                      11.950            802.39         90
                                      11.450            802.39
    THOMSON          GA   30824          2            04/21/99         00
    7936982                              05           06/01/99          0
    1150952                              O            05/01/29
    0


    5852018          Q72/W60             F          147,050.00         ZZ
                                         180        145,070.22          1
                                      11.750          1,484.34         85
                                      11.250          1,484.34
    STEVENSVILLE     MT   59870          1            11/15/99         00
    7937014                              05           01/01/00          0
    1228899                              O            12/01/14
    0


    5852056          Q72/W60             F           92,800.00         ZZ
                                         360         91,098.91          1
                                      11.100            890.78         80
                                      10.600            890.78
    POPLARVILLE      MS   39470          2            09/25/98         00
    7942113                              05           11/01/98          0
    200126019                            O            10/01/28
    0


    5852066          Q72/W60             F           13,000.00         ZZ
                                         180         11,939.46          1
                                      12.700            161.92         33
                                      12.200            161.92
    VILLE PLATTE     LA   70586          5            12/16/98         00
    7942162                              05           01/21/99          0
    200133197                            O            12/21/13
    0


    5852114          Q72/W60             F           62,400.00         ZZ
                                         360         61,345.76          1
                                      11.350            610.81         80
                                      10.850            610.81
    PURSGLOVE        WV   26546          2            06/22/98         00
    7937170                              27           07/26/98          0
    40344004                             O            06/26/28
    0


    5852120          Q72/W60             F           14,625.00         ZZ
                                         360         14,312.97          1
                                      13.000            161.79         65
                                      12.500            161.79
1


    TOMPKINSVILLE    KY   42167          5            05/15/98         00
    7937253                              05           07/01/98          0
    40364994                             O            06/01/28
    0


    5852150          Q72/W60             F           40,000.00         ZZ
                                         360         39,446.24          1
                                      11.990            411.14         67
                                      11.490            411.14
    LEXINGTON        SC   29073          2            09/30/98         00
    7937634                              05           10/30/98          0
    40391088                             O            09/30/28
    0


    5852164          Q72/W60             F           54,750.00         ZZ
                                         360         53,922.09          1
                                      11.625            547.41         73
                                      11.125            547.41
    HIALEAH          FL   33012          2            10/20/98         00
    7937725                              01           12/01/98          0
    40397119                             O            11/01/28
    0


    5852200          Q72/W60             F           27,200.00         ZZ
                                         360         26,736.48          4
                                      11.890            277.48         85
                                      11.390            277.48
    MEMPHIS          TN   38116          1            10/26/98         00
    7937964                              05           12/01/98          0
    40416620                             O            11/01/28
    0


    5852296          Q72/W60             F           15,300.00         ZZ
                                          60          8,447.04          1
                                      11.100            333.42         29
                                      10.600            333.42
    STARKE           FL   32091          5            04/05/99         00
    7938806                              27           06/01/99          0
    81932766                             O            05/01/04
    0


    5852318          Q72/W60             F           48,100.00         ZZ
                                         360         47,413.76          1
                                      10.250            431.02         85
                                       9.750            431.02
    CUMBERLAND       MD   21502          2            05/25/99         00
    7938970                              05           07/01/99          0
    82335134                             O            06/01/29
    0
1




    5852348          Q72/W60             F           15,100.00         ZZ
                                         120         12,693.04          1
                                      10.000            199.55         19
                                       9.500            199.55
    ASHLAND          KY   41102          5            06/18/99         00
    7939259                              05           08/01/99          0
    82934910                             O            07/01/09
    0


    5852358          Q72/W60             F           58,500.00         ZZ
                                         360         58,181.56          4
                                      13.400            665.47         69
                                      12.900            665.47
    SAINT LOUIS      MO   63118          2            12/08/99         00
    7939341                              05           02/01/00          0
    83080226                             N            01/01/30
    0


    5852422          Q72/W60             F          109,600.00         ZZ
                                         360        107,900.70          1
                                      11.800          1,110.52         80
                                      11.300          1,110.52
    HESPERUS         CO   81326          2            09/24/99         00
    7940026                              05           11/01/99          0
    86161213                             O            10/01/29
    0


    5852480          Q72/W60             F           23,200.00         ZZ
                                         240         22,583.67          1
                                      12.990            271.64         80
                                      12.490            271.64
    BETHANY          IL   61914          2            09/23/99         00
    7940489                              05           11/01/99          0
    89231724                             O            10/01/19
    0


    5852492          Q72/W60             F           35,900.00         ZZ
                                          84         27,995.20          1
                                      11.350            621.32         82
                                      10.850            621.32
    ABBEVILLE        SC   29620          2            10/22/99         00
    7940612                              27           12/01/99          0
    89528731                             O            11/01/06
    0


    5852496          Q72/W60             F           61,750.00         ZZ
                                         240         60,113.39          1
1


                                      12.950            721.25         65
                                      12.450            721.25
    WOODLAWN         VA   24381          2            09/02/99         00
    7940646                              05           11/01/99          0
    89732986                             O            10/01/19
    0


    5852508          Q72/W60             F           50,050.00         ZZ
                                         360         49,556.89          1
                                      13.500            573.28         65
                                      13.000            573.28
    COLUMBUS         OH   43204          2            10/01/98         00
    7940752                              05           12/01/98          0
    91240184                             O            11/01/28
    0


    6086698          E79/G61             F           68,289.00         ZZ
                                         360         66,770.72          1
                                       7.625            483.35         88
                                       7.375            483.35
    FT LAUDERDALE    FL   33311          1            01/22/01         01
    0010391647                           05           03/01/01          9
    0015005291                           O            02/01/31
    0


    6086718          E79/G61             F           53,600.00         ZZ
                                         360         53,237.18          1
                                       7.250            365.65         83
                                       7.000            365.65
    RIVERIA BEACH    FL   33404          1            02/28/01         01
    0010391720                           05           04/01/01          3
    0015005416                           O            03/01/31
    0


    6086762          E79/G61             F           53,600.00         ZZ
                                         360         53,229.35          1
                                       7.000            356.61         81
                                       6.750            356.61
    FT LAUDERDALE    FL   33312          1            03/30/01         01
    0010391852                           05           05/01/01          1
    0015005689                           O            04/01/31
    0


    6086778          E79/G61             F            6,500.00         ZZ
                                         360          6,464.85          1
                                       7.375             44.90         40
                                       7.125             44.90
    LAUDERDALE LAKE  FL   33311          1            04/24/01         00
    0010391357                           01           06/01/01          0
1


    0015005796                           O            05/01/31
    0


    6092624          S66/H74             F          142,500.00         ZZ
                                         360        141,652.69          2
                                       8.750          1,121.05         75
                                       8.500          1,121.05
    PELHAM           NH   03076          5            01/30/01         00
    0010392413                           05           03/01/01          0
    0012025013                           N            02/01/31
    0


    6092626          S66/H74             F           94,500.00         ZZ
                                         360         90,892.44          1
                                       7.250            644.66         90
                                       7.000            644.66
    INDEPENDENCE     MO   64057          1            04/27/98         01
    0010392215                           05           06/01/98         25
    0050090183                           O            05/01/28
    0


    6092628          S66/H74             F           64,000.00         ZZ
                                         360         61,286.23          2
                                       7.000            425.79         80
                                       6.750            425.79
    LOWELL           MA   01854          5            03/18/99         00
    0010392223                           05           05/01/99          0
    0050318531                           O            04/01/29
    0


    6092630          S66/H74             F           90,000.00         ZZ
                                         360         87,147.10          1
                                       7.375            621.61         75
                                       7.125            621.61
    HYDE PARK        MA   02136          5            05/26/99         00
    0010392231                           01           07/01/99          0
    0050318783                           O            06/01/29
    0


    6092642          S66/H74             F           97,200.00         ZZ
                                         360         92,504.31          1
                                       8.000            713.22         90
                                       7.750            713.22
    JACKSON          MS   39206          1            12/16/96         01
    0010392280                           05           02/01/97         25
    0050609114                           O            01/01/27
    0


1


    6092646          S66/H74             F           54,625.00         ZZ
                                         360         53,193.70          1
                                       7.500            381.95         95
                                       7.250            381.95
    LONGVIEW         TX   75603          1            03/05/99         01
    0010392439                           05           05/01/99         30
    0050622917                           O            04/01/29
    0


    6092652          S66/H74             F          139,000.00         ZZ
                                         360        133,876.68          1
                                       8.375          1,056.51         87
                                       8.125          1,056.51
    BELLWOOD         IL   60104          2            10/03/97         01
    0010392314                           05           12/01/97         25
    0050815751                           O            11/01/27
    0


    6092662          S66/H74             F          127,500.00         T
                                         180        107,728.60          1
                                       6.500          1,110.67         75
                                       6.250          1,110.67
    HILTON HEAD IS   SC   29928          2            04/06/98         00
    0010392462                           01           06/01/98          0
    0055019694                           O            05/01/13
    0


    6092664          S66/H74             F           60,800.00         T
                                         360         28,108.76          1
                                       7.250            414.76         80
                                       7.000            414.76
    GULF SHORES      AL   36542          1            09/14/98         00
    0010392348                           01           11/01/98          0
    0055068149                           O            10/01/28
    0


    6092668          S66/H74             F           61,750.00         T
                                         180         51,579.16          1
                                       6.375            533.67         95
                                       6.125            533.67
    WAVELAND         MS   39576          1            01/04/99         01
    0010392488                           05           02/01/99         30
    0055124342                           O            01/01/14
    0


    6092678          S66/H74             F          135,000.00         ZZ
                                         120        107,451.64          1
                                       6.000          1,498.78         54
                                       5.750          1,498.78
1


    CHARLOTTE        NC   28270          5            04/15/99         00
    0010392512                           03           06/01/99          0
    0055188702                           O            05/01/09
    0


    6092684          S66/H74             F           56,950.00         ZZ
                                         360         55,936.15          1
                                       8.750            448.03         97
                                       8.500            448.03
    TRINITY          TX   75862          1            07/02/99         01
    0010392389                           05           09/01/99         35
    0055210115                           O            08/01/29
    0


    6092686          S66/H74             F          102,000.00         ZZ
                                         360         98,807.27          1
                                       7.875            739.58         79
                                       7.625            739.58
    IRVINGTON        NJ   07111          5            06/24/99         01
    0010392538                           05           08/01/99         17
    0055217613                           O            07/01/29
    0


    6092690          S66/H74             F          297,600.00         ZZ
                                         360        292,444.33          1
                                       8.500          2,288.29         80
                                       8.250          2,288.29
    PALATINE         IL   60067          1            09/14/99         00
    0010392397                           05           11/01/99          0
    0055233869                           O            10/01/29
    0


    6092692          S66/H74             F          127,500.00         ZZ
                                         360        125,100.81          1
                                       8.250            957.86         73
                                       8.000            957.86
    VACAVILLE        CA   95688          5            12/08/99         00
    0010392405                           05           02/01/00          0
    0055260096                           N            01/01/30
    0


    6092694          S66/H74             F          203,400.00         ZZ
                                         360        200,883.32          1
                                       9.000          1,636.60         90
                                       8.750          1,636.60
    ADELPHI          MD   20783          5            02/01/00         01
    0010392553                           05           04/01/00         25
    0055272707                           O            03/01/30
    0
1




    6635828          822/076             F          300,600.00         ZZ
                                         360        289,171.60          1
                                       7.125          2,025.20         80
                                       6.875          2,025.20
    WEST ROXBURY     MA   02130          1            05/17/98         00
    0001366043                           05           07/01/98          0
    0001366043                           O            06/01/28
    0


    6635834          822/076             F          400,000.00         ZZ
                                         180        193,681.44          1
                                       8.375          3,909.71         69
                                       8.125          3,909.71
    WEST HARTFORD    CT   06117          1            12/18/91         00
    0001476356                           03           02/01/92          0
    0001476356                           O            01/01/07
    0


    6635838          822/076             F          340,000.00         ZZ
                                         180        106,934.37          1
                                       7.875          3,224.73         80
                                       7.625          3,224.73
    GLASTONBURY      CT   06033          2            10/17/92         00
    0001489246                           05           12/01/92          0
    0001489246                           O            11/01/07
    0


    6635840          822/076             F          300,000.00         ZZ
                                         180         91,029.67          1
                                       8.125          2,888.65         74
                                       7.875          2,888.65
    GLASTONBURY      CT   06073          2            11/17/92         00
    0001491086                           05           01/01/93          0
    0001491086                           O            12/01/07
    0


    6635844          822/076             F          370,000.00         ZZ
                                         180        213,329.99          1
                                       7.500          3,429.95         55
                                       7.250          3,429.95
    GREENWICH        CT   06830          5            06/17/93         00
    0001499826                           05           08/01/93          0
    0001499826                           O            07/01/08
    0


    6635882          822/076             F          382,500.00         ZZ
                                         180        248,470.75          1
1


                                       7.375          3,518.71         90
                                       7.125          3,518.71
    HARRISON         ME   04040          5            08/17/94         00
    0005017566                           05           10/01/94          0
    0005017566                           O            09/01/09
    0


    6635886          822/076             F          285,000.00         ZZ
                                         180        170,943.63          1
                                       6.500          2,482.66         66
                                       6.250          2,482.66
    NEWTON           MA   02160          2            08/17/95         00
    0005023956                           05           10/01/95          0
    0005023956                           O            09/01/10
    0


    6635888          822/076             F          428,800.00         ZZ
                                         180        313,462.05          1
                                       6.875          3,824.27         82
                                       6.625          3,824.27
    SOUTHBOROUGH     MA   01772          1            02/16/96         23
    0005033006                           05           04/01/96          0
    0005033006                           O            03/01/11
    0


    6635890          822/076             F          300,000.00         ZZ
                                         180        219,008.64          1
                                       6.500          2,613.32         75
                                       6.250          2,613.32
    BROOKLINE        MA   02167          5            02/29/96         00
    0005033416                           05           05/01/96          0
    0005033416                           O            04/01/11
    0


    6635892          822/076             F          284,900.00         ZZ
                                         360        266,220.54          1
                                       7.125          1,919.42         95
                                       6.875          1,919.42
    MEDWAY           MA   02053          5            04/17/96         04
    0005035266                           05           06/01/96         15
    0005035266                           O            05/01/26
    0


    6635894          822/076             F          342,000.00         ZZ
                                         360        318,234.13          1
                                       7.625          2,420.65         80
                                       7.375          2,420.65
    WELLESLEY        MA   02181          1            08/17/95         00
    0005041636                           05           10/01/95          0
1


    0005041636                           O            09/01/25
    0


    6635896          822/076             F          289,000.00         ZZ
                                         180        210,243.81          1
                                       7.875          2,741.02         50
                                       7.625          2,741.02
    COHASSET         MA   02025          1            10/17/95         00
    0005044026                           05           12/01/95          0
    0005044026                           O            11/01/10
    0


    6635898          822/076             F          815,000.00         ZZ
                                         180        591,927.35          1
                                       6.875          7,268.61        136
                                       6.625          7,268.61
    WILBRAHAM        MA   01095          2            01/16/96         23
    0005053176                           05           03/01/96          0
    0005053176                           O            02/01/11
    0


    6635902          822/076             F          450,000.00         ZZ
                                         360        407,583.12          1
                                       7.250          3,069.79         55
                                       7.000          3,069.79
    LEXINGTON        MA   02173          1            04/17/94         00
    0005069486                           05           06/01/94          0
    0005069486                           O            05/01/24
    0


    6635904          822/076             F          406,000.00         ZZ
                                         240        338,539.24          1
                                       8.125          3,427.60         65
                                       7.875          3,427.60
    WINCHESTER       MA   01890          1            08/17/96         00
    0005077466                           05           10/01/96          0
    0005077466                           O            09/01/16
    0


    6635906          822/076             F          280,000.00         ZZ
                                         120         68,879.83          1
                                       6.625          3,197.18         55
                                       6.375          3,197.18
    WAYLAND          MA   01778          2            10/17/93         00
    0005077656                           05           12/01/93          0
    0005077656                           O            11/01/03
    0


1


    6635908          822/076             F          334,000.00         ZZ
                                         360        293,246.93          1
                                       6.990          2,219.87         80
                                       6.740          2,219.87
    BOXFORD          MA   01921          1            02/16/96         00
    0005080036                           05           04/01/96          0
    0005080036                           O            03/01/26
    0


    6635910          822/076             F          387,400.00         ZZ
                                         360        352,875.04          1
                                       6.990          2,574.78         90
                                       6.740          2,574.78
    WINCHESTER       MA   01890          1            03/17/96         23
    0005087076                           05           05/01/96          0
    0005087076                           O            04/01/26
    0


    6635912          822/076             F          325,000.00         ZZ
                                         120        165,275.42          1
                                       6.875          3,752.62         57
                                       6.625          3,752.62
    NEWTON           MA   02168          5            02/16/96         00
    0005091006                           05           04/01/96          0
    0005091006                           O            03/01/06
    0


    6635922          822/076             F          331,000.00         ZZ
                                         360        308,989.70          1
                                       7.500          2,314.40         78
                                       7.250          2,314.40
    SUDBURY          MA   01776          2            02/16/96         00
    0005108496                           05           04/01/96          0
    0005108496                           O            03/01/26
    0


    6635926          822/076             F          500,000.00         T
                                         180        286,641.36          1
                                       6.375          4,321.25         46
                                       6.125          4,321.25
    CHILMARK         MA   02535          2            09/17/93         00
    0005116116                           05           11/01/93          0
    0005116116                           O            10/01/08
    0


    6635928          822/076             F          316,000.00         ZZ
                                         360        271,841.68          1
                                       7.500          2,209.52         80
                                       7.250          2,209.52
1


    WELLESLEY        MA   02181          1            01/16/96         00
    0005125456                           05           03/01/96          0
    0005125456                           O            02/01/26
    0


    6635932          822/076             F          347,100.00         ZZ
                                         180        167,329.93          1
                                       6.875          3,095.63         78
                                       6.625          3,095.63
    SUFFIELD         CT   06078          2            07/18/93         00
    0005131506                           05           09/01/93          0
    0005131506                           O            08/01/08
    0


    6635934          822/076             F          404,000.00         ZZ
                                         180        293,009.09          1
                                       6.500          3,519.27         63
                                       6.250          3,519.27
    SUDBURY          MA   01776          5            02/16/96         00
    0005133896                           05           04/01/96          0
    0005133896                           O            03/01/11
    0


    6635936          822/076             F          440,000.00         ZZ
                                         360        412,035.77          1
                                       7.625          3,114.29         80
                                       7.375          3,114.29
    NANTUCKET        MA   02554          1            01/16/96         00
    0005134666                           05           03/01/96          0
    0005134666                           O            02/01/26
    0


    6635938          822/076             F          406,500.00         ZZ
                                         360        369,865.49          1
                                       7.990          2,979.92         75
                                       7.740          2,979.92
    NEWTON           MA   02168          1            07/18/96         00
    0005135166                           05           09/01/96          0
    0005135166                           O            08/01/26
    0


    6635942          822/076             F          512,000.00         ZZ
                                         180        397,505.07          1
                                       8.125          4,929.96         80
                                       7.875          4,929.96
    NEWTON           MA   02158          2            08/17/96         00
    0005138496                           05           10/01/96          0
    0005138496                           O            09/01/11
    0
1




    6635944          822/076             F          384,000.00         ZZ
                                         180        275,996.48          1
                                       6.375          3,318.72         67
                                       6.125          3,318.72
    WINCHESTER       MA   01890          2            03/17/96         00
    0005139716                           05           05/01/96          0
    0005139716                           O            04/01/11
    0


    6635950          822/076             F          402,000.00         ZZ
                                         360        344,265.26          1
                                       7.625          2,845.33         89
                                       7.375          2,845.33
    BOXFORD          MA   01921          2            01/16/96         23
    0005164316                           05           03/01/96          0
    0005164316                           O            02/01/26
    0


    6635952          822/076             F          558,000.00         ZZ
                                         180        343,215.68          1
                                       6.875          4,976.55         80
                                       6.625          4,976.55
    CONCORD          MA   01742          1            04/01/94         00
    0005174836                           05           05/01/94          0
    0005174836                           O            04/01/09
    0


    6635954          822/076             F          287,000.00         ZZ
                                         180        207,066.97          1
                                       6.375          2,480.40         70
                                       6.125          2,480.40
    NEEDHAM          MA   02192          2            04/17/96         00
    0005177956                           05           06/01/96          0
    0005177956                           O            05/01/11
    0


    6635956          822/076             F          335,000.00         ZZ
                                         180        207,114.26          1
                                       6.750          2,964.45         36
                                       6.500          2,964.45
    DOVER            MA   02030          5            04/17/94         00
    0005182476                           05           06/01/94          0
    0005182476                           O            05/01/09
    0


    6635958          822/076             F          500,000.00         ZZ
                                         240        411,519.42          1
1


                                       7.375          3,989.84         48
                                       7.125          3,989.84
    NEWTON CENTRE    MA   02158          1            07/18/95         00
    0005183796                           05           09/01/95          0
    0005183796                           O            08/01/15
    0


    6635962          822/076             F          580,000.00         ZZ
                                         360        546,839.54          1
                                       7.875          4,205.40         63
                                       7.625          4,205.40
    NEWTON           MA   02165          2            05/17/96         00
    0005193566                           05           07/01/96          0
    0005193566                           O            06/01/26
    0


    6635964          822/076             F          407,700.00         ZZ
                                         360        381,429.03          1
                                       7.750          2,920.81         90
                                       7.500          2,920.81
    WINCHESTER       MA   01890          1            11/17/95         10
    0005196636                           05           01/01/96         25
    0005196636                           O            12/01/25
    0


    6635966          822/076             F          319,000.00         ZZ
                                         180        231,361.82          1
                                       6.500          2,778.83         71
                                       6.250          2,778.83
    WELLESLEY        MA   02181          2            02/16/96         00
    0005197346                           05           04/01/96          0
    0005197346                           O            03/01/11
    0


    6635970          822/076             F          315,000.00         ZZ
                                         180        188,245.12          1
                                       6.500          2,743.99         75
                                       6.250          2,743.99
    MANCHESTER       MA   01944          5            01/15/94         00
    0005200456                           05           03/01/94          0
    0005200456                           O            02/01/09
    0


    6635972          822/076             F          285,500.00         ZZ
                                         180        202,397.52          1
                                       6.990          2,564.56         68
                                       6.740          2,564.56
    NANTUCKET        MA   02554          2            09/17/95         00
    0005203716                           05           11/01/95          0
1


    0005203716                           O            10/01/10
    0


    6635974          822/076             F          360,000.00         ZZ
                                         180        220,084.50          1
                                       7.375          3,311.72         80
                                       7.125          3,311.72
    SCITUATE         MA   02066          2            01/15/94         00
    0005204026                           05           03/01/94          0
    0005204026                           O            02/01/09
    0


    6635976          822/076             F          400,000.00         ZZ
                                         360        371,707.27          1
                                       7.500          2,796.86         78
                                       7.250          2,796.86
    ACTON            MA   01720          1            08/17/95         00
    0005212596                           05           10/01/95          0
    0005212596                           O            09/01/25
    0


    6635978          822/076             F          334,000.00         ZZ
                                         180        243,829.34          1
                                       6.500          2,909.50         51
                                       6.250          2,909.50
    SOUTHBORO        MA   01772          2            03/17/96         00
    0005213296                           05           05/01/96          0
    0005213296                           O            04/01/11
    0


    6635980          822/076             F          318,000.00         ZZ
                                         180        233,020.94          1
                                       6.990          2,856.50         33
                                       6.740          2,856.50
    WELLESLEY HILLS  MA   02181          5            02/16/96         00
    0005214876                           05           04/01/96          0
    0005214876                           O            03/01/11
    0


    6635986          822/076             F          373,600.00         ZZ
                                         180        221,134.92          1
                                       6.990          3,355.93         87
                                       6.740          3,355.93
    SEEKONK          MA   02771          2            01/31/96         21
    0005232506                           05           04/01/96         14
    0005232506                           O            03/01/11
    0


1


    6635990          822/076             F          320,450.00         ZZ
                                         360        305,188.84          1
                                       8.750          2,520.98         90
                                       8.500          2,520.98
    WESTBOROUGH      MA   01581          1            06/17/96         04
    0005236376                           05           08/01/96         25
    0005236376                           O            07/01/26
    0


    6635992          822/076             F          345,000.00         ZZ
                                         180        198,334.74          1
                                       7.250          3,149.38         67
                                       7.000          3,149.38
    WESTWOOD         MA   02090          2            07/28/95         00
    0005239446                           05           10/01/95          0
    0005239446                           O            09/01/10
    0


    6635994          822/076             F          350,000.00         ZZ
                                         180        249,559.66          1
                                       7.250          3,195.02         43
                                       7.000          3,195.02
    TISBURY          MA   02568          1            09/17/95         00
    0005246246                           05           11/01/95          0
    0005246246                           O            10/01/10
    0


    6635998          822/076             F          397,300.00         ZZ
                                         360        369,507.43          1
                                       6.990          2,640.58         71
                                       6.740          2,640.58
    NEWTON           MA   02165          2            02/16/96         00
    0005261986                           05           04/01/96          0
    0005261986                           O            03/01/26
    0


    6636004          822/076             F          331,955.66         ZZ
                                         341        294,304.45          1
                                       8.300          2,537.96         76
                                       8.050          2,537.96
    CAMBRIDGE        MA   02138          1            02/01/93         00
    0005281326                           05           03/01/93          0
    0005281326                           O            07/01/21
    0


    6636008          822/076             F        1,000,000.00         ZZ
                                         180        716,552.32          1
                                       6.625          8,779.94         80
                                       6.375          8,779.94
1


    LINCOLN          MA   01773          5            12/18/95         00
    0005294586                           05           02/01/96          0
    0005294586                           O            01/01/11
    0


    6636012          822/076             F        1,000,000.00         ZZ
                                         360        923,474.88          1
                                       7.125          6,737.19         78
                                       6.875          6,737.19
    NEWTON           MA   02158          1            07/18/95         00
    0005299436                           05           09/01/95          0
    0005299436                           O            08/01/25
    0


    6636014          822/076             F          400,000.00         ZZ
                                         360        370,380.18          1
                                       7.375          2,762.70         64
                                       7.125          2,762.70
    BELMONT          MA   02178          5            07/18/95         00
    0005307706                           05           09/01/95          0
    0005307706                           O            08/01/25
    0


    6636016          822/076             F          345,572.35         ZZ
                                         339        305,563.50          1
                                       8.300          2,644.11         63
                                       8.050          2,644.11
    LINCOLN          MA   01773          5            02/08/93         00
    0005310866                           05           03/01/93          0
    0005310866                           O            05/01/21
    0


    6636018          822/076             F          400,000.00         ZZ
                                         360        371,477.24          1
                                       7.250          2,728.70         87
                                       7.000          2,728.70
    GLOUCESTER       MA   01930          5            10/17/95         23
    0005310956                           05           12/01/95          0
    0005310956                           O            11/01/25
    0


    6636020          822/076             F          278,000.00         ZZ
                                         360        262,858.03          1
                                       7.990          2,037.93         67
                                       7.740          2,037.93
    BEDFORD          MA   01730          1            06/17/96         00
    0005313046                           05           08/01/96          0
    0005313046                           O            07/01/26
    0
1




    6636024          822/076             F          300,000.00         ZZ
                                         360        278,975.19          1
                                       7.375          2,072.03         76
                                       7.125          2,072.03
    SUDBURY          MA   01776          1            10/17/95         00
    0005317716                           05           12/01/95          0
    0005317716                           O            11/01/25
    0


    6636030          822/076             F          805,000.00         ZZ
                                         180        599,766.16          1
                                       6.875          7,179.43         70
                                       6.625          7,179.43
    BOSTON           MA   02101          1            05/17/96         00
    0005324786                           01           07/01/96          0
    0005324786                           O            06/01/11
    0


    6636034          822/076             F          365,000.00         ZZ
                                         360        329,952.44          1
                                       6.990          2,425.90         78
                                       6.740          2,425.90
    MEDFIELD         MA   02052          5            04/17/96         00
    0005339256                           05           06/01/96          0
    0005339256                           O            05/01/26
    0


    6636036          822/076             F          296,800.00         ZZ
                                         180        177,603.39          1
                                       6.875          2,647.02         49
                                       6.625          2,647.02
    LONGMEADOW       MA   01106          2            12/18/93         00
    0005343176                           05           02/01/94          0
    0005343176                           O            01/01/09
    0


    6636038          822/076             F          600,000.00         ZZ
                                         180        369,048.95          1
                                       6.875          5,351.13         64
                                       6.625          5,351.13
    BOSTON           MA   02115          2            03/17/94         00
    0005343766                           05           05/01/94          0
    0005343766                           O            04/01/09
    0


    6636040          822/076             F          500,000.00         ZZ
                                         180        366,385.30          1
1


                                       6.990          4,491.35         65
                                       6.740          4,491.35
    LEXINGTON        MA   02173          5            02/16/96         00
    0005353176                           05           04/01/96          0
    0005353176                           O            03/01/11
    0


    6636042          822/076             F          375,000.00         ZZ
                                         120        107,133.94          1
                                       6.625          4,281.94         79
                                       6.375          4,281.94
    LONGMEADOW       MA   01106          2            01/28/94         00
    0005355516                           05           04/01/94          0
    0005355516                           O            03/01/04
    0


    6636044          822/076             F          309,000.00         ZZ
                                         180        187,948.08          1
                                       6.500          2,691.72         62
                                       6.250          2,691.72
    NEWTON           MA   02159          2            03/17/94         00
    0005356186                           05           05/01/94          0
    0005356186                           O            04/01/09
    0


    6636046          822/076             F          375,000.00         ZZ
                                         180        277,650.79          1
                                       6.875          3,344.45         60
                                       6.625          3,344.45
    NORWELL          MA   02061          5            04/17/96         00
    0005359486                           05           06/01/96          0
    0005359486                           O            05/01/11
    0


    6636048          822/076             F          492,800.00         ZZ
                                         180        363,947.00          1
                                       6.750          4,360.83         80
                                       6.500          4,360.83
    LINCOLN          MA   01773          2            04/17/96         00
    0005362246                           05           06/01/96          0
    0005362246                           O            05/01/11
    0


    6636054          822/076             F          456,000.00         ZZ
                                         180        329,901.95          1
                                       7.000          4,098.66         62
                                       6.750          4,098.66
    BROOKLINE        MA   02146          2            12/18/95         00
    0005368796                           05           02/01/96          0
1


    0005368796                           O            01/01/11
    0


    6636056          822/076             F          276,000.00         ZZ
                                         120         70,047.41          1
                                       6.375          3,116.40         72
                                       6.125          3,116.40
    CANTON           MA   02021          2            10/29/93         00
    0005370326                           05           01/01/94          0
    0005370326                           O            12/01/03
    0


    6636058          822/076             F          325,000.00         ZZ
                                         180        196,384.90          1
                                       6.875          2,898.53         60
                                       6.625          2,898.53
    BROOKLINE        MA   02167          5            01/15/94         00
    0005370436                           05           03/01/94          0
    0005370436                           O            02/01/09
    0


    6636060          822/076             F          327,700.00         ZZ
                                         360        306,594.44          1
                                       7.875          2,376.05         75
                                       7.625          2,376.05
    WESTBORO         MA   01581          5            10/17/95         00
    0005375656                           05           12/01/95          0
    0005375656                           O            11/01/25
    0


    6636064          822/076             F          350,000.00         ZZ
                                         360        317,581.11          1
                                       7.375          2,417.36         66
                                       7.125          2,417.36
    WESTON           MA   02193          2            04/17/94         00
    0005383336                           05           06/01/94          0
    0005383336                           O            05/01/24
    0


    6636066          822/076             F          560,000.00         ZZ
                                         360        339,567.02          1
                                       6.990          3,721.93         75
                                       6.740          3,721.93
    CONWAY           MA   01341          5            04/29/94         00
    0005392076                           05           07/01/94          0
    0005392076                           O            06/01/24
    0


1


    6636074          822/076             F          333,000.00         ZZ
                                         360        315,207.01          1
                                       7.990          2,441.11         59
                                       7.740          2,441.11
    MEDFIELD         MA   02052          1            07/18/96         00
    0005410976                           05           09/01/96          0
    0005410976                           O            08/01/26
    0


    6636078          822/076             F          992,000.00         ZZ
                                         180        707,510.41          1
                                       7.375          9,125.64         67
                                       7.125          9,125.64
    WESTON           MA   02193          5            09/28/95         00
    0005417476                           05           12/01/95          0
    0005417476                           O            11/01/10
    0


    6636082          822/076             F          375,000.00         ZZ
                                         360        350,414.88          1
                                       7.750          2,686.55         61
                                       7.500          2,686.55
    TOPSFIELD        MA   01983          5            10/17/95         00
    0005421336                           05           12/01/95          0
    0005421336                           O            11/01/25
    0


    6636084          822/076             F          466,000.00         ZZ
                                         120        132,330.89          1
                                       6.875          5,380.68         43
                                       6.625          5,380.68
    CONCORD          MA   01742          2            02/15/94         00
    0005422916                           05           04/01/94          0
    0005422916                           O            03/01/04
    0


    6636086          822/076             F          352,000.00         ZZ
                                         360        324,579.04          1
                                       7.375          2,431.18         90
                                       7.125          2,431.18
    SOUTHBORO        MA   01772          1            11/17/95         10
    0005427396                           05           01/01/96         25
    0005427396                           O            12/01/25
    0


    6636092          822/076             F          312,000.00         ZZ
                                         360        297,640.88          1
                                       8.500          2,399.01         74
                                       8.250          2,399.01
1


    ACTON            MA   01720          5            10/17/96         00
    0005466636                           05           12/01/96          0
    0005466636                           O            11/01/26
    0


    6636096          822/076             F          285,000.00         ZZ
                                         360        271,963.22          1
                                       8.000          2,091.23         75
                                       7.750          2,091.23
    PROVIDENCE       RI   02906          5            03/17/97         00
    0006568202                           05           05/01/97          0
    0006568202                           O            04/01/27
    0


    6890972          Q72/Q72             A           16,600.00         ZZ
                                         120         13,688.32          1
                                      13.500            252.78         42
                                      13.000            252.75
    HOUSTON          TX   77038          5            11/24/98         00
    87523361                             05           01/01/99          0
    87523361                             O            12/01/08
    0


    6891700          Q72/Q72             A           36,100.00         ZZ
                                         360         35,656.91          1
                                      10.800            338.34         79
                                      10.300            338.34
    ASHMORE          IL   61912          5            06/24/99         00
    104311402                            05           08/01/99          0
    104311402                            O            07/01/29
    0


    6892610          Q72/Q72             A           37,500.00         ZZ
                                         360         37,055.60          1
                                      12.100            388.62         75
                                      11.600            388.62
    MT SAVAGE        MD   21545          2            03/26/99         00
    82333360                             05           05/01/99          0
    82333360                             O            04/01/29
    0


    6893952          Q72/Q72             A           20,000.00         ZZ
                                         360         19,581.83          1
                                      11.500            198.06         23
                                      11.000            198.06
    HEBER            CA   92249          5            04/22/99         00
    85644771                             05           06/01/99          0
    85644771                             O            05/01/29
    0
1




    6894186          Q72/Q72             A           71,500.00         ZZ
                                         360         71,409.98          1
                                      15.840            952.28         65
                                      15.340            952.28
    WATERSMEET       MI   49969          5            01/31/01         00
    173931                               05           03/01/01          0
    173931                               N            02/01/31
    0

   TOTAL NUMBER OF LOANS   :        642

   TOTAL ORIGINAL BALANCE  :   101,021,773.82

   TOTAL PRINCIPAL BALANCE :    84,791,615.84

   TOTAL ORIGINAL P+I      :       812,896.33

   TOTAL CURRENT P+I       :       812,897.11


                             ***************************
                             *      END OF REPORT      *
                             ***************************



<PAGE>

  RUN ON     : 01/08/02           RFC DISCLOSURE SYSTEM       RFFSDARM-01
  AT         : 09.27.53            ARM PASSTHRU REPORT        AMORTIZED BALANCE
  SERIES     : RAMP 2001-RM2  ARM                             CUTOFF : 12/01/01
  POOL       : 0004562
             :
             :
  POOL STATUS: F

  RFC LOAN NUMBER             SUB SERV FEE       RFC NET CEILING(MX RFC NET RT)
  PRINCIPAL BALANCE           MSTR SERV FEE      MAX NET MTG RT(MAX INV RT)
  CURR NOTE RATE              ALL EXP            MAX POST STRIP RATE
  RFC NET RATE                MISC EXP           INV RATE MARGIN
  NET MTG RATE(INVSTR RATE)   SPREAD             POST STRIP MARGIN
  POST STRIP RATE             STRIP
  --------------------------------------------------------------------------

       3728821                  .2500              13.2500
       100,829.01               .0350              13.2150
             8.8750             .0000              13.2150
             8.6250             .0000                4.9650
             8.5900             .0000                4.9650
             8.5900             .0000

       3741192                  .3750              14.3750
       177,778.64               .0350              14.3400
             8.7500             .0000              14.3400
             8.3750             .0000                2.5900
             8.3400             .0000                2.5900
             8.3400             .0000

       3790376                  .2500              12.7500
       179,404.75               .0350              12.7150
             8.2500             .0000              12.7150
             8.0000             .0000                4.4650
             7.9650             .0000                4.4650
             7.9650             .0000

       4129110                  .5000              15.1250
        12,482.10               .7050              14.4200
             6.3750             .0000              14.4200
             5.8750             .0000                1.2950
             5.1700             .0000                1.2950
             5.1700             .0000

       4129120                  .5000              16.7500
        60,982.50               .0350              16.7150
             7.2500             .0000              16.7150
             6.7500             .0000                2.4650
             6.7150             .0000                2.4650
             6.7150             .0000

       4129542                  .5000              17.5000
        27,693.06               .7050              16.7950
             8.5900             .0000              16.7950
             8.0900             .0000                1.2950
             7.3850             .0000                1.2950
             7.3850             .0000
1



       4129543                  .5000              17.5000
        27,775.04               .7050              16.7950
             8.5900             .0000              16.7950
             8.0900             .0000                1.2950
             7.3850             .0000                1.2950
             7.3850             .0000

       4129544                  .5000              17.5000
        26,736.07               .7050              16.7950
             8.5900             .0000              16.7950
             8.0900             .0000                1.2950
             7.3850             .0000                1.2950
             7.3850             .0000

       4129545                  .5000              17.5000
        27,768.22               .7050              16.7950
             8.5900             .0000              16.7950
             8.0900             .0000                1.2950
             7.3850             .0000                1.2950
             7.3850             .0000

       4129546                  .5000              17.5000
        27,826.25               .7050              16.7950
             8.5900             .0000              16.7950
             8.0900             .0000                1.2950
             7.3850             .0000                1.2950
             7.3850             .0000

       4129547                  .5000              17.5000
        26,850.94               .7050              16.7950
             8.5900             .0000              16.7950
             8.0900             .0000                1.2950
             7.3850             .0000                1.2950
             7.3850             .0000

       4129549                  .5000              17.5000
        27,947.03               .7050              16.7950
             8.5900             .0000              16.7950
             8.0900             .0000                1.2950
             7.3850             .0000                1.2950
             7.3850             .0000

       4129550                  .5000              17.5000
        27,957.04               .7050              16.7950
             8.5900             .0000              16.7950
             8.0900             .0000                1.2950
             7.3850             .0000                1.2950
             7.3850             .0000

       4129551                  .5000              17.5000
        27,055.76               .7050              16.7950
             8.5900             .0000              16.7950
             8.0900             .0000                1.2950
             7.3850             .0000                1.2950
             7.3850             .0000
1



       4130266                  .5000              15.2500
        49,033.95               .7050              14.5450
             9.7500             .0000              14.5450
             9.2500             .0000                3.2950
             8.5450             .0000                3.2950
             8.5450             .0000

       4130267                  .5000              15.2500
        49,033.95               .7050              14.5450
             9.7500             .0000              14.5450
             9.2500             .0000                3.2950
             8.5450             .0000                3.2950
             8.5450             .0000

       4130466                  .5000              12.2500
        57,563.59               .7050              11.5450
             7.6250             .0000              11.5450
             7.1250             .0000                2.7950
             6.4200             .0000                2.7950
             6.4200             .0000

       4130628                  .5000              12.5000
        56,654.69               .7050              11.7950
             7.0000             .0000              11.7950
             6.5000             .0000                1.7950
             5.7950             .0000                1.7950
             5.7950             .0000

       4291172                  .5000              11.6250
       279,944.47               .0350              11.5900
             9.1200             .0000              11.5900
             8.6200             .0000                2.4650
             8.5850             .0000                2.4650
             8.5850             .0000

       4507392                  .2500              12.7500
       162,457.70               .0350              12.7150
             8.0000             .0000              12.7150
             7.7500             .0000                2.9650
             7.7150             .0000                2.9650
             7.7150             .0000

       4689101                  .5000              16.5000
        33,743.18               .0350              16.4650
             7.7500             .0000              16.4650
             7.2500             .0000                2.4650
             7.2150             .0000                2.4650
             7.2150             .0000

       4921502                  .3750              12.6250
       308,683.60               .0350              12.5900
             8.0000             .0000              12.5900
             7.6250             .0000                2.7150
             7.5900             .0000                2.7150
             7.5900             .0000
1



       4921550                  .3750              11.2500
       158,115.34               .0350              11.2150
             6.6250             .0000              11.2150
             6.2500             .0000                2.3400
             6.2150             .0000                2.3400
             6.2150             .0000

       4921673                  .3750              12.2500
       362,565.26               .0350              12.2150
             7.6250             .0000              12.2150
             7.2500             .0000                2.4650
             7.2150             .0000                2.4650
             7.2150             .0000

       4934289                  .5000              14.8750
        88,402.18               .0350              14.8400
            10.3750             .0000              14.8400
             9.8750             .0000                3.5900
             9.8400             .0000                3.5900
             9.8400             .0000

       4934307                  .5000              15.2500
       106,106.43               .0350              15.2150
            10.8750             .0000              15.2150
            10.3750             .0000                4.3400
            10.3400             .0000                4.3400
            10.3400             .0000

       5035880                  .2500              12.5000
       132,927.49               .0350              12.4650
             7.6250             .0000              12.4650
             7.3750             .0000                3.2150
             7.3400             .0000                3.2150
             7.3400             .0000

       5035881                  .2500              12.5000
       140,969.31               .0350              12.4650
             8.0000             .0000              12.4650
             7.7500             .0000                3.2150
             7.7150             .0000                3.2150
             7.7150             .0000

       5035885                  .2500              15.2500
       152,920.47               .0350              15.2150
             9.3750             .0000              15.2150
             9.1250             .0000                4.2150
             9.0900             .0000                4.2150
             9.0900             .0000

       5035889                  .2500              11.6250
       180,468.46               .0350              11.5900
             7.7500             .0000              11.5900
             7.5000             .0000                2.5900
             7.4650             .0000                2.5900
             7.4650             .0000
1



       5035890                  .2500              11.6250
       235,976.51               .0350              11.5900
             7.3750             .0000              11.5900
             7.1250             .0000                2.5900
             7.0900             .0000                2.5900
             7.0900             .0000

       5055146                  .3750              11.2500
       166,910.74               .0350              11.2150
             6.6250             .0000              11.2150
             6.2500             .0000                2.3400
             6.2150             .0000                2.3400
             6.2150             .0000

       5105827                  .3750              11.3750
       151,665.36               .0350              11.3400
             6.7500             .0000              11.3400
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000

       5105829                  .3750              11.3750
       233,408.90               .0350              11.3400
             6.7500             .0000              11.3400
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000

       5105830                  .3750              11.0000
       161,609.01               .0350              10.9650
             6.3750             .0000              10.9650
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000

       5105831                  .3750              11.0000
       173,039.66               .0350              10.9650
             6.3750             .0000              10.9650
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000

       5105832                  .3750              12.2500
       195,750.97               .0350              12.2150
             7.6250             .0000              12.2150
             7.2500             .0000                2.3400
             7.2150             .0000                2.3400
             7.2150             .0000

       5105833                  .3750              11.0000
       106,999.93               .0350              10.9650
             6.3750             .0000              10.9650
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000
1



       5105841                  .3750              11.0000
       235,748.49               .0350              10.9650
             6.3750             .0000              10.9650
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000

       5123379                  .3750              13.5000
        17,206.11               .0350              13.4650
             8.8750             .0000              13.4650
             8.5000             .0000                2.3400
             8.4650             .0000                2.3400
             8.4650             .0000

       5123394                  .3750              11.7500
       172,358.39               .0350              11.7150
             7.0000             .0000              11.7150
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       5123396                  .3750              12.8750
        57,244.27               .0350              12.8400
             8.2500             .0000              12.8400
             7.8750             .0000                2.8400
             7.8400             .0000                2.8400
             7.8400             .0000

       5123591                  .3750              13.2500
       146,682.40               .0350              13.2150
             7.6250             .0000              13.2150
             7.2500             .0000                2.8400
             7.2150             .0000                2.8400
             7.2150             .0000

       5123604                  .3750              13.5000
       253,807.85               .0350              13.4650
             7.8750             .0000              13.4650
             7.5000             .0000                2.8400
             7.4650             .0000                2.8400
             7.4650             .0000

       5123609                  .3750              13.0000
        57,144.33               .0350              12.9650
             7.3750             .0000              12.9650
             7.0000             .0000                2.3400
             6.9650             .0000                2.3400
             6.9650             .0000

       5123611                  .3750              13.2500
       135,630.07               .0350              13.2150
             7.6250             .0000              13.2150
             7.2500             .0000                2.3400
             7.2150             .0000                2.3400
             7.2150             .0000
1



       5123612                  .3750              13.2500
        44,200.71               .0350              13.2150
             7.6250             .0000              13.2150
             7.2500             .0000                2.8400
             7.2150             .0000                2.8400
             7.2150             .0000

       5123615                  .3750              13.2500
       186,920.48               .0350              13.2150
             7.6250             .0000              13.2150
             7.2500             .0000                2.3400
             7.2150             .0000                2.3400
             7.2150             .0000

       5123651                  .3750              14.0000
        38,972.92               .0350              13.9650
             8.3750             .0000              13.9650
             8.0000             .0000                2.8400
             7.9650             .0000                2.8400
             7.9650             .0000

       5123665                  .3750              13.5000
        61,719.25               .0350              13.4650
             7.8750             .0000              13.4650
             7.5000             .0000                2.8400
             7.4650             .0000                2.8400
             7.4650             .0000

       5123693                  .3750              13.5000
       144,489.65               .0350              13.4650
             7.8750             .0000              13.4650
             7.5000             .0000                2.3400
             7.4650             .0000                2.3400
             7.4650             .0000

       5123712                  .3750              14.1250
       202,656.25               .0350              14.0900
             8.5000             .0000              14.0900
             8.1250             .0000                2.8400
             8.0900             .0000                2.8400
             8.0900             .0000

       5123715                  .3750              13.5000
       121,379.11               .0350              13.4650
             7.8750             .0000              13.4650
             7.5000             .0000                2.3400
             7.4650             .0000                2.3400
             7.4650             .0000

       5123719                  .3750              14.6250
        34,285.06               .0350              14.5900
             9.0000             .0000              14.5900
             8.6250             .0000                2.3400
             8.5900             .0000                2.3400
             8.5900             .0000
1



       5123722                  .3750              14.1250
       140,349.42               .0350              14.0900
             8.5000             .0000              14.0900
             8.1250             .0000                2.8400
             8.0900             .0000                2.8400
             8.0900             .0000

       5123731                  .3750              13.5000
       119,393.50               .0350              13.4650
             6.7500             .0000              13.4650
             6.3750             .0000                2.8400
             6.3400             .0000                2.8400
             6.3400             .0000

       5123742                  .3750              14.6250
       163,970.55               .0350              14.5900
             9.0000             .0000              14.5900
             8.6250             .0000                2.3400
             8.5900             .0000                2.3400
             8.5900             .0000

       5123743                  .3750              13.8750
       218,702.11               .0350              13.8400
             8.2500             .0000              13.8400
             7.8750             .0000                2.3400
             7.8400             .0000                2.3400
             7.8400             .0000

       5123747                  .3750              14.8750
       765,916.30               .0350              14.8400
             9.2500             .0000              14.8400
             8.8750             .0000                2.8400
             8.8400             .0000                2.8400
             8.8400             .0000

       5123756                  .3750              14.1250
        53,662.15               .0350              14.0900
             8.5000             .0000              14.0900
             8.1250             .0000                2.8400
             8.0900             .0000                2.8400
             8.0900             .0000

       5123778                  .3750              13.0000
        79,502.34               .0350              12.9650
             7.3750             .0000              12.9650
             7.0000             .0000                2.8400
             6.9650             .0000                2.8400
             6.9650             .0000

       5123779                  .3750              13.3750
        52,400.22               .0350              13.3400
             7.7500             .0000              13.3400
             7.3750             .0000                2.8400
             7.3400             .0000                2.8400
             7.3400             .0000
1



       5124531                  .3750              11.5000
        95,809.32               .0350              11.4650
             6.8750             .0000              11.4650
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       5124541                  .3750              11.5000
        21,812.18               .0350              11.4650
             6.8750             .0000              11.4650
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       5124547                  .3750              13.7500
        31,892.61               .0350              13.7150
             8.0000             .0000              13.7150
             7.6250             .0000                2.8400
             7.5900             .0000                2.8400
             7.5900             .0000

       5127571                  .3750              12.8750
        22,014.15               .0350              12.8400
             6.9600             .0000              12.8400
             6.5850             .0000                 .3200
             6.5500             .0000                 .3200
             6.5500             .0000

       5127572                  .3750              13.3750
        22,359.96               .0350              13.3400
             4.6000             .0000              13.3400
             4.2250             .0000                 .2100
             4.1900             .0000                 .2100
             4.1900             .0000

       5167327                  .5000              15.0000
        66,212.90               .0350              14.9650
            11.1250             .0000              14.9650
            10.6250             .0000                4.4150
            10.5900             .0000                4.4150
            10.5900             .0000

       5167328                  .5000              15.5500
        52,427.26               .0350              15.5150
            10.3750             .0000              15.5150
             9.8750             .0000                5.6150
             9.8400             .0000                5.6150
             9.8400             .0000

       5187218                  .3750              11.3750
       159,065.56               .0350              11.3400
             6.7500             .0000              11.3400
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000
1



       5187224                  .3750              11.0000
       182,353.02               .0350              10.9650
             6.3750             .0000              10.9650
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000

       5187225                  .3750              11.0000
       242,491.09               .0350              10.9650
             6.3750             .0000              10.9650
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000

       5187229                  .3750              11.3750
       413,635.23               .0350              11.3400
             6.7500             .0000              11.3400
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000

       5187235                  .3750              11.0000
       262,859.60               .0350              10.9650
             6.3750             .0000              10.9650
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000

       5187236                  .3750              11.0000
       206,279.91               .0350              10.9650
             6.3750             .0000              10.9650
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000

       5187238                  .3750              11.0000
       264,560.00               .0350              10.9650
             6.3750             .0000              10.9650
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000

       5187244                  .3750              11.0000
       342,326.57               .0350              10.9650
             6.3750             .0000              10.9650
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000

       5187246                  .3750              11.3750
       263,835.59               .0350              11.3400
             6.7500             .0000              11.3400
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000
1



       5562674                  .5000              18.0000
        40,986.65               .0350              17.9650
            11.5000             .0000              17.9650
            11.0000             .0000                5.3400
            10.9650             .0000                5.3400
            10.9650             .0000

       5640917                  .2500              11.1250
       491,633.73               .0350              11.0900
             6.3750             .0000              11.0900
             6.1250             .0000                2.9650
             6.0900             .0000                2.9650
             6.0900             .0000

       5640919                  .2500              11.7500
       656,177.73               .0350              11.7150
             7.0000             .0000              11.7150
             6.7500             .0000                2.9650
             6.7150             .0000                2.9650
             6.7150             .0000

       5661515                  .5000              16.2500
        62,607.56               .0350              16.2150
            11.1250             .0000              16.2150
            10.6250             .0000                4.8400
            10.5900             .0000                4.8400
            10.5900             .0000

       5661524                  .5000              17.2500
        86,192.34               .0350              17.2150
            10.7500             .0000              17.2150
            10.2500             .0000                5.3400
            10.2150             .0000                5.3400
            10.2150             .0000

       5661525                  .5000              18.2500
       165,126.52               .0350              18.2150
            11.7500             .0000              18.2150
            11.2500             .0000                6.3400
            11.2150             .0000                6.3400
            11.2150             .0000

       5661535                  .5000              17.1000
       111,336.85               .0350              17.0650
            11.8750             .0000              17.0650
            11.3750             .0000                5.2150
            11.3400             .0000                5.2150
            11.3400             .0000

       5661542                  .5000              16.2500
       125,268.85               .0350              16.2150
             9.7500             .0000              16.2150
             9.2500             .0000                4.8400
             9.2150             .0000                4.8400
             9.2150             .0000
1



       5661624                  .5000              16.7250
        54,582.97               .0350              16.6900
            10.2250             .0000              16.6900
             9.7250             .0000                4.4650
             9.6900             .0000                4.4650
             9.6900             .0000

       6635822                  .3750              18.1250
       193,562.04               .0350              18.0900
             5.8750             .0000              18.0900
             5.5000             .0000                1.1900
             5.4650             .0000                1.1900
             5.4650             .0000

       6635824                  .3750              14.8750
       390,949.68               .0350              14.8400
             7.1250             .0000              14.8400
             6.7500             .0000                2.5900
             6.7150             .0000                2.5900
             6.7150             .0000

       6635826                  .3750              14.1250
       251,261.07               .0350              14.0900
             7.2500             .0000              14.0900
             6.8750             .0000                2.0900
             6.8400             .0000                2.0900
             6.8400             .0000

       6635832                  .3750              11.1250
       951,230.83               .0350              11.0900
             7.5000             .0000              11.0900
             7.1250             .0000                2.3400
             7.0900             .0000                2.3400
             7.0900             .0000

       6635836                  .3750              12.1250
       338,983.14               .0350              12.0900
             7.5000             .0000              12.0900
             7.1250             .0000                2.2150
             7.0900             .0000                2.2150
             7.0900             .0000

       6635842                  .3750              10.0000
       259,039.51               .0350               9.9650
             7.2500             .0000               9.9650
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6635846                  .3750              16.1250
       204,328.72               .0350              16.0900
             6.3750             .0000              16.0900
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000
1



       6635848                  .3750              12.6250
        36,189.61               .0350              12.5900
             7.1250             .0000              12.5900
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6635850                  .3750              12.6250
       314,313.74               .0350              12.5900
             6.8750             .0000              12.5900
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6635852                  .3750              11.0000
       314,172.70               .0350              10.9650
             7.0000             .0000              10.9650
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6635854                  .3750              11.8750
       399,556.85               .0350              11.8400
             6.7500             .0000              11.8400
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000

       6635856                  .3750              12.3750
       244,513.14               .0350              12.3400
             7.1250             .0000              12.3400
             6.7500             .0000                2.2150
             6.7150             .0000                2.2150
             6.7150             .0000

       6635858                  .3750              12.3750
       229,520.33               .0350              12.3400
             7.2500             .0000              12.3400
             6.8750             .0000                1.9650
             6.8400             .0000                1.9650
             6.8400             .0000

       6635862                  .3750              13.1250
       268,766.24               .0350              13.0900
             6.6250             .0000              13.0900
             6.2500             .0000                1.9650
             6.2150             .0000                1.9650
             6.2150             .0000

       6635864                  .3750              14.1250
       301,504.23               .0350              14.0900
             8.7500             .0000              14.0900
             8.3750             .0000                2.2150
             8.3400             .0000                2.2150
             8.3400             .0000
1



       6635866                  .3750              13.6250
       280,205.60               .0350              13.5900
             6.6260             .0000              13.5900
             6.2510             .0000                1.9650
             6.2160             .0000                1.9650
             6.2160             .0000

       6635868                  .3750              15.2500
       235,468.80               .0350              15.2150
             5.8750             .0000              15.2150
             5.5000             .0000                2.2150
             5.4650             .0000                2.2150
             5.4650             .0000

       6635870                  .3750              12.8750
       474,844.37               .0350              12.8400
             7.1250             .0000              12.8400
             6.7500             .0000                1.9650
             6.7150             .0000                1.9650
             6.7150             .0000

       6635872                  .3750              17.3750
       207,497.20               .0350              17.3400
             6.1250             .0000              17.3400
             5.7500             .0000                1.5900
             5.7150             .0000                1.5900
             5.7150             .0000

       6635874                  .3750              13.3750
       228,075.25               .0350              13.3400
             6.7500             .0000              13.3400
             6.3750             .0000                2.2150
             6.3400             .0000                2.2150
             6.3400             .0000

       6635876                  .3750              12.3750
       221,778.06               .0350              12.3400
             7.1250             .0000              12.3400
             6.7500             .0000                1.9650
             6.7150             .0000                1.9650
             6.7150             .0000

       6635878                  .3750               9.5000
       309,030.10               .0350               9.4650
             7.0000             .0000               9.4650
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6635884                  .3750              11.3750
       494,394.38               .0350              11.3400
             6.3750             .0000              11.3400
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000
1



       6635900                  .3750              10.7500
       420,874.94               .0350              10.7150
             7.1250             .0000              10.7150
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6635914                  .3750              13.5000
       264,926.57               .0350              13.4650
             7.0000             .0000              13.4650
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6635920                  .3750              11.0000
       269,683.76               .0350              10.9650
             7.3750             .0000              10.9650
             7.0000             .0000                2.3400
             6.9650             .0000                2.3400
             6.9650             .0000

       6635924                  .3750              10.3750
       234,592.95               .0350              10.3400
             6.7500             .0000              10.3400
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000

       6635930                  .3750              15.1250
       449,354.25               .0350              15.0900
             8.6250             .0000              15.0900
             8.2500             .0000                2.3400
             8.2150             .0000                2.3400
             8.2150             .0000

       6635940                  .3750              10.5000
       367,614.25               .0350              10.4650
             6.8750             .0000              10.4650
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6635946                  .3750              12.2500
       424,898.60               .0350              12.2150
             6.6250             .0000              12.2150
             6.2500             .0000                2.3400
             6.2150             .0000                2.3400
             6.2150             .0000

       6635948                  .3750              10.1250
       325,459.07               .0350              10.0900
             6.5000             .0000              10.0900
             6.1250             .0000                2.3400
             6.0900             .0000                2.3400
             6.0900             .0000
1



       6635960                  .3750              12.0000
       287,684.26               .0350              11.9650
             7.1250             .0000              11.9650
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6635968                  .3750              16.2500
       611,645.43               .0350              16.2150
             7.5000             .0000              16.2150
             7.1250             .0000                2.3400
             7.0900             .0000                2.3400
             7.0900             .0000

       6635982                  .3750              13.3750
       263,233.45               .0350              13.3400
             7.2500             .0000              13.3400
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6635988                  .3750              13.3650
       251,752.60               .0350              13.3300
             8.6250             .0000              13.3300
             8.2500             .0000                2.3400
             8.2150             .0000                2.3400
             8.2150             .0000

       6636000                  .3750              10.2500
     1,341,045.01               .0350              10.2150
             6.6250             .0000              10.2150
             6.2500             .0000                2.3400
             6.2150             .0000                2.3400
             6.2150             .0000

       6636002                  .3750              14.5000
       517,684.34               .0350              14.4650
             8.6250             .0000              14.4650
             8.2500             .0000                2.3400
             8.2150             .0000                2.3400
             8.2150             .0000

       6636006                  .3750              10.3750
       321,802.08               .0350              10.3400
             6.7500             .0000              10.3400
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000

       6636010                  .3750               9.8750
       310,457.63               .0350               9.8400
             6.2500             .0000               9.8400
             5.8750             .0000                2.3400
             5.8400             .0000                2.3400
             5.8400             .0000
1



       6636022                  .3750              10.1250
       409,255.56               .0350              10.0900
             6.5000             .0000              10.0900
             6.1250             .0000                2.3400
             6.0900             .0000                2.3400
             6.0900             .0000

       6636028                  .3750              15.3750
       260,097.18               .0350              15.3400
             8.6250             .0000              15.3400
             8.2500             .0000                2.3400
             8.2150             .0000                2.3400
             8.2150             .0000

       6636032                  .3750              11.8750
       457,935.93               .0350              11.8400
             8.2500             .0000              11.8400
             7.8750             .0000                2.3400
             7.8400             .0000                2.3400
             7.8400             .0000

       6636050                  .3750              10.8750
       336,275.63               .0350              10.8400
             8.5000             .0000              10.8400
             8.1250             .0000                2.3400
             8.0900             .0000                2.3400
             8.0900             .0000

       6636052                  .3750              10.1250
       217,311.48               .0350              10.0900
             7.6250             .0000              10.0900
             7.2500             .0000                2.3400
             7.2150             .0000                2.3400
             7.2150             .0000

       6636062                  .3750              10.1250
       412,422.79               .0350              10.0900
             6.5000             .0000              10.0900
             6.1250             .0000                2.3400
             6.0900             .0000                2.3400
             6.0900             .0000

       6636068                  .3750              11.0000
       622,782.52               .0350              10.9650
             7.3750             .0000              10.9650
             7.0000             .0000                2.3400
             6.9650             .0000                2.3400
             6.9650             .0000

       6636070                  .3750              10.5000
       571,426.04               .0350              10.4650
             6.8750             .0000              10.4650
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000
1



       6636072                  .3750              11.6250
       300,205.88               .0350              11.5900
             7.5000             .0000              11.5900
             7.1250             .0000                2.3400
             7.0900             .0000                2.3400
             7.0900             .0000

       6636076                  .3750              10.6150
       435,646.49               .0350              10.5800
             8.8750             .0000              10.5800
             8.5000             .0000                2.3400
             8.4650             .0000                2.3400
             8.4650             .0000

       6636080                  .3750              12.2500
       442,833.19               .0350              12.2150
             8.8750             .0000              12.2150
             8.5000             .0000                2.3400
             8.4650             .0000                2.3400
             8.4650             .0000

       6636088                  .3750              11.2500
       318,007.60               .0350              11.2150
             7.6250             .0000              11.2150
             7.2500             .0000                2.3400
             7.2150             .0000                2.3400
             7.2150             .0000

       6636090                  .3750              10.1250
       270,007.74               .0350              10.0900
             7.2500             .0000              10.0900
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636094                  .3750              13.5000
       469,580.64               .0350              13.4650
             7.8750             .0000              13.4650
             7.5000             .0000                3.3400
             7.4650             .0000                3.3400
             7.4650             .0000

       6636098                  .3750              12.7500
       431,561.64               .0350              12.7150
             7.1250             .0000              12.7150
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6636100                  .3750              11.5000
       461,791.63               .0350              11.4650
             6.7500             .0000              11.4650
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000
1



       6636102                  .3750              15.3750
       237,915.08               .0350              15.3400
             7.0000             .0000              15.3400
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636104                  .3750              11.2500
       478,053.38               .0350              11.2150
             6.8750             .0000              11.2150
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636106                  .3750              12.7500
       273,132.61               .0350              12.7150
             7.2500             .0000              12.7150
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636108                  .3750              12.8750
       261,827.88               .0350              12.8400
             6.8750             .0000              12.8400
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636110                  .3750              12.0000
       332,075.42               .0350              11.9650
             6.8750             .0000              11.9650
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636112                  .3750              13.6250
       294,257.83               .0350              13.5900
             7.3750             .0000              13.5900
             7.0000             .0000                2.5900
             6.9650             .0000                2.5900
             6.9650             .0000

       6636116                  .3750              13.2500
       328,589.38               .0350              13.2150
             7.0000             .0000              13.2150
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636118                  .3750              13.3750
       279,328.22               .0350              13.3400
             7.0000             .0000              13.3400
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000
1



       6636120                  .3750              12.1250
       309,435.13               .0350              12.0900
             6.5000             .0000              12.0900
             6.1250             .0000                2.3400
             6.0900             .0000                2.3400
             6.0900             .0000

       6636122                  .3750              12.3750
       581,760.88               .0350              12.3400
             6.7500             .0000              12.3400
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000

       6636124                  .3750              12.0000
       328,552.11               .0350              11.9650
             6.3750             .0000              11.9650
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000

       6636126                  .3750              11.8750
       292,206.52               .0350              11.8400
             6.2500             .0000              11.8400
             5.8750             .0000                2.3400
             5.8400             .0000                2.3400
             5.8400             .0000

       6636128                  .3750              12.0000
       337,512.68               .0350              11.9650
             6.3750             .0000              11.9650
             6.0000             .0000                2.3400
             5.9650             .0000                2.3400
             5.9650             .0000

       6636130                  .3750              13.0000
       511,945.53               .0350              12.9650
             6.8750             .0000              12.9650
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636134                  .3750              13.5000
       320,722.35               .0350              13.4650
             7.8750             .0000              13.4650
             7.5000             .0000                2.3400
             7.4650             .0000                2.3400
             7.4650             .0000

       6636136                  .3750              13.3750
       605,665.25               .0350              13.3400
             7.0000             .0000              13.3400
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000
1



       6636138                  .3750              12.2500
       411,711.78               .0350              12.2150
             6.6250             .0000              12.2150
             6.2500             .0000                2.3400
             6.2150             .0000                2.3400
             6.2150             .0000

       6636140                  .3750              12.7500
       310,653.15               .0350              12.7150
             7.1250             .0000              12.7150
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6636142                  .3750              12.5000
       275,523.65               .0350              12.4650
             6.8750             .0000              12.4650
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636144                  .3750              12.2500
       350,760.53               .0350              12.2150
             6.6250             .0000              12.2150
             6.2500             .0000                2.3400
             6.2150             .0000                2.3400
             6.2150             .0000

       6636146                  .3750               8.3750
       296,336.16               .0350               8.3400
             6.7500             .0000               8.3400
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000

       6636150                  .3750              12.7500
       311,083.95               .0350              12.7150
             7.1250             .0000              12.7150
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6636152                  .3750              12.6250
       401,747.02               .0350              12.5900
             7.0000             .0000              12.5900
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636154                  .3750              12.2500
       444,457.50               .0350              12.2150
             7.1250             .0000              12.2150
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000
1



       6636156                  .3750              16.1250
       536,143.11               .0350              16.0900
             9.0000             .0000              16.0900
             8.6250             .0000                2.4650
             8.5900             .0000                2.4650
             8.5900             .0000

       6636158                  .3750              12.8750
       631,855.16               .0350              12.8400
             7.2500             .0000              12.8400
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636160                  .3750              12.8750
       350,457.23               .0350              12.8400
             7.2500             .0000              12.8400
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636162                  .3750              15.6250
       172,596.24               .0350              15.5900
             7.7500             .0000              15.5900
             7.3750             .0000                2.4650
             7.3400             .0000                2.4650
             7.3400             .0000

       6636164                  .3750               9.8750
       358,024.50               .0350               9.8400
             7.1250             .0000               9.8400
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6636166                  .3750              12.6250
       261,575.08               .0350              12.5900
             7.2500             .0000              12.5900
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636168                  .3750              13.5000
        83,730.97               .0350              13.4650
             8.8750             .0000              13.4650
             8.5000             .0000                2.3400
             8.4650             .0000                2.3400
             8.4650             .0000

       6636170                  .3750              13.5000
       259,785.28               .0350              13.4650
             7.5000             .0000              13.4650
             7.1250             .0000                2.3400
             7.0900             .0000                2.3400
             7.0900             .0000
1



       6636172                  .3750              13.2500
       233,613.48               .0350              13.2150
             6.8750             .0000              13.2150
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636174                  .3750              14.7500
       297,395.79               .0350              14.7150
             7.2500             .0000              14.7150
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636176                  .3750              13.2500
       197,595.59               .0350              13.2150
             8.8750             .0000              13.2150
             8.5000             .0000                2.3400
             8.4650             .0000                2.3400
             8.4650             .0000

       6636178                  .3750              11.7500
       238,524.13               .0350              11.7150
             8.5000             .0000              11.7150
             8.1250             .0000                2.3400
             8.0900             .0000                2.3400
             8.0900             .0000

       6636180                  .3750              15.0000
        88,263.09               .0350              14.9650
             6.8750             .0000              14.9650
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636182                  .3750              14.2500
       302,118.16               .0350              14.2150
             7.0000             .0000              14.2150
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636184                  .3750              14.5750
       233,962.47               .0350              14.5400
             7.0000             .0000              14.5400
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636186                  .3750              13.2500
       313,763.28               .0350              13.2150
             7.6250             .0000              13.2150
             7.2500             .0000                2.4650
             7.2150             .0000                2.4650
             7.2150             .0000
1



       6636188                  .3750              14.8750
       249,084.38               .0350              14.8400
             7.5000             .0000              14.8400
             7.1250             .0000                2.3400
             7.0900             .0000                2.3400
             7.0900             .0000

       6636190                  .3750                .0000
       383,847.69               .0350               -.0350
             9.3750             .0000               -.0350
             9.0000             .0000                2.8400
             8.9650             .0000                2.8400
             8.9650             .0000

       6636192                  .3750              13.5000
       278,917.46               .0350              13.4650
             6.8750             .0000              13.4650
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636194                  .3750              11.0000
       315,509.25               .0350              10.9650
             7.2500             .0000              10.9650
             6.8750             .0000                2.4650
             6.8400             .0000                2.4650
             6.8400             .0000

       6636196                  .3750              13.7500
       569,190.19               .0350              13.7150
             7.0000             .0000              13.7150
             6.6250             .0000                2.4650
             6.5900             .0000                2.4650
             6.5900             .0000

       6636198                  .3750              12.5000
       314,522.56               .0350              12.4650
             7.7500             .0000              12.4650
             7.3750             .0000                2.4650
             7.3400             .0000                2.4650
             7.3400             .0000

       6636200                  .3750              12.8750
       309,555.89               .0350              12.8400
             7.7500             .0000              12.8400
             7.3750             .0000                2.4650
             7.3400             .0000                2.4650
             7.3400             .0000

       6636202                  .3750              12.1250
       386,414.37               .0350              12.0900
             7.7500             .0000              12.0900
             7.3750             .0000                2.5900
             7.3400             .0000                2.5900
             7.3400             .0000
1



       6636204                  .3750              13.0000
       455,012.17               .0350              12.9650
             7.1250             .0000              12.9650
             6.7500             .0000                2.5900
             6.7150             .0000                2.5900
             6.7150             .0000

       6636206                  .3750              13.1250
       598,706.47               .0350              13.0900
             6.6250             .0000              13.0900
             6.2500             .0000                2.5900
             6.2150             .0000                2.5900
             6.2150             .0000

       6636208                  .3750              12.1250
       341,363.00               .0350              12.0900
             7.7500             .0000              12.0900
             7.3750             .0000                2.4650
             7.3400             .0000                2.4650
             7.3400             .0000

       6636210                  .3750                .0000
       183,059.79               .0350               -.0350
             6.0600             .0000               -.0350
             5.6850             .0000                1.2900
             5.6500             .0000                1.2900
             5.6500             .0000

       6636212                  .3750              14.6250
       282,559.77               .0350              14.5900
             7.1250             .0000              14.5900
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6636214                  .3750              16.0000
       333,636.62               .0350              15.9650
             9.3750             .0000              15.9650
             9.0000             .0000                2.8400
             8.9650             .0000                2.8400
             8.9650             .0000

       6636216                  .3750              14.1250
       380,132.21               .0350              14.0900
             6.8750             .0000              14.0900
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636218                  .3750              16.2500
       399,541.30               .0350              16.2150
             7.6250             .0000              16.2150
             7.2500             .0000                2.3400
             7.2150             .0000                2.3400
             7.2150             .0000
1



       6636220                  .3750              16.0000
       544,258.13               .0350              15.9650
             7.5000             .0000              15.9650
             7.1250             .0000                2.3400
             7.0900             .0000                2.3400
             7.0900             .0000

       6636222                  .3750              15.3750
       246,733.67               .0350              15.3400
             7.1250             .0000              15.3400
             6.7500             .0000                2.5900
             6.7150             .0000                2.5900
             6.7150             .0000

       6636224                  .3750              13.2500
       109,155.36               .0350              13.2150
             7.0000             .0000              13.2150
             6.6250             .0000                2.4650
             6.5900             .0000                2.4650
             6.5900             .0000

       6636228                  .3750              14.3750
       248,116.93               .0350              14.3400
             9.1250             .0000              14.3400
             8.7500             .0000                2.5900
             8.7150             .0000                2.5900
             8.7150             .0000

       6636230                  .3750              12.5000
       929,345.69               .0350              12.4650
             6.8750             .0000              12.4650
             6.5000             .0000                2.4650
             6.4650             .0000                2.4650
             6.4650             .0000

       6636232                  .3750              11.5000
       183,346.13               .0350              11.4650
             7.0000             .0000              11.4650
             6.6250             .0000                2.4650
             6.5900             .0000                2.4650
             6.5900             .0000

       6636234                  .3750              10.3750
       903,037.97               .0350              10.3400
             7.2500             .0000              10.3400
             6.8750             .0000                2.5900
             6.8400             .0000                2.5900
             6.8400             .0000

       6636238                  .3750              11.8750
       237,203.67               .0350              11.8400
             7.6250             .0000              11.8400
             7.2500             .0000                2.4650
             7.2150             .0000                2.4650
             7.2150             .0000
1



       6636240                  .3750              13.3750
       316,694.98               .0350              13.3400
             7.0000             .0000              13.3400
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636242                  .3750              13.8750
       324,164.20               .0350              13.8400
             7.1250             .0000              13.8400
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6636244                  .3750              14.1250
       280,540.96               .0350              14.0900
             7.5000             .0000              14.0900
             7.1250             .0000                2.3400
             7.0900             .0000                2.3400
             7.0900             .0000

       6636246                  .3750              12.3750
       281,258.15               .0350              12.3400
             6.8750             .0000              12.3400
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636248                  .3750              12.5000
       232,473.49               .0350              12.4650
             7.6250             .0000              12.4650
             7.2500             .0000                2.0900
             7.2150             .0000                2.0900
             7.2150             .0000

       6636250                  .3750              13.6250
       729,222.65               .0350              13.5900
             6.1250             .0000              13.5900
             5.7500             .0000                1.5900
             5.7150             .0000                1.5900
             5.7150             .0000

       6636252                  .3750              16.6250
       232,729.74               .0350              16.5900
             7.5000             .0000              16.5900
             7.1250             .0000                2.8400
             7.0900             .0000                2.8400
             7.0900             .0000

       6636254                  .3750              11.1250
       152,142.70               .0350              11.0900
             6.7500             .0000              11.0900
             6.3750             .0000                2.0900
             6.3400             .0000                2.0900
             6.3400             .0000
1



       6636256                  .3750              14.3750
       204,283.07               .0350              14.3400
             5.7500             .0000              14.3400
             5.3750             .0000                1.8400
             5.3400             .0000                1.8400
             5.3400             .0000

       6636258                  .3750              14.6250
       362,098.08               .0350              14.5900
             8.5000             .0000              14.5900
             8.1250             .0000                2.3400
             8.0900             .0000                2.3400
             8.0900             .0000

       6636260                  .3750              14.7500
       201,759.65               .0350              14.7150
             7.1250             .0000              14.7150
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6636262                  .3750              13.6250
       228,889.42               .0350              13.5900
             6.7000             .0000              13.5900
             6.3250             .0000                2.0900
             6.2900             .0000                2.0900
             6.2900             .0000

       6636266                  .3750              15.5000
       247,746.01               .0350              15.4650
             7.2500             .0000              15.4650
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636268                  .3750              15.1250
       356,494.14               .0350              15.0900
             8.8750             .0000              15.0900
             8.5000             .0000                2.3400
             8.4650             .0000                2.3400
             8.4650             .0000

       6636270                  .3750              13.7500
       200,662.15               .0350              13.7150
             7.2500             .0000              13.7150
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636272                  .3750              13.7500
       254,946.01               .0350              13.7150
             7.2500             .0000              13.7150
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000
1



       6636276                  .3750              12.7500
       259,376.64               .0350              12.7150
             6.8750             .0000              12.7150
             6.5000             .0000                2.2150
             6.4650             .0000                2.2150
             6.4650             .0000

       6636278                  .3750              10.5000
       282,351.30               .0350              10.4650
             7.0000             .0000              10.4650
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636280                  .3750              11.6250
       254,869.32               .0350              11.5900
             7.8750             .0000              11.5900
             7.5000             .0000                2.5900
             7.4650             .0000                2.5900
             7.4650             .0000

       6636282                  .3750              12.3750
       263,611.81               .0350              12.3400
             7.6250             .0000              12.3400
             7.2500             .0000                2.3400
             7.2150             .0000                2.3400
             7.2150             .0000

       6636284                  .3750              10.5750
       264,533.14               .0350              10.5400
             8.5000             .0000              10.5400
             8.1250             .0000                2.3400
             8.0900             .0000                2.3400
             8.0900             .0000

       6636286                  .3750               9.3750
       506,926.94               .0350               9.3400
             7.0000             .0000               9.3400
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636288                  .3750              11.5000
       373,404.34               .0350              11.4650
             7.6250             .0000              11.4650
             7.2500             .0000                2.4650
             7.2150             .0000                2.4650
             7.2150             .0000

       6636290                  .3750              11.1250
        73,255.36               .0350              11.0900
             6.5000             .0000              11.0900
             6.1250             .0000                2.4650
             6.0900             .0000                2.4650
             6.0900             .0000
1



       6636292                  .3750              13.8750
       366,314.99               .0350              13.8400
             8.2500             .0000              13.8400
             7.8750             .0000                2.3400
             7.8400             .0000                2.3400
             7.8400             .0000

       6636296                  .3750              13.5000
       264,499.14               .0350              13.4650
             7.8750             .0000              13.4650
             7.5000             .0000                2.3400
             7.4650             .0000                2.3400
             7.4650             .0000

       6636298                  .3750              12.6250
       283,548.76               .0350              12.5900
             7.0000             .0000              12.5900
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636300                  .3750              12.7500
       309,615.00               .0350              12.7150
             7.0000             .0000              12.7150
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636302                  .3750              12.6250
       247,147.45               .0350              12.5900
             7.1250             .0000              12.5900
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6636304                  .3750              13.5000
       372,583.84               .0350              13.4650
             7.8750             .0000              13.4650
             7.5000             .0000                2.3400
             7.4650             .0000                2.3400
             7.4650             .0000

       6636306                  .3750              13.1250
       341,582.22               .0350              13.0900
             7.1250             .0000              13.0900
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6636308                  .3750              13.2500
       317,627.68               .0350              13.2150
             7.6250             .0000              13.2150
             7.2500             .0000                2.3400
             7.2150             .0000                2.3400
             7.2150             .0000
1



       6636310                  .3750              12.5000
        48,262.17               .0350              12.4650
             7.0000             .0000              12.4650
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636312                  .3750              11.7500
       266,103.58               .0350              11.7150
             7.0000             .0000              11.7150
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636314                  .3750              13.3750
       273,573.25               .0350              13.3400
             7.7500             .0000              13.3400
             7.3750             .0000                2.3400
             7.3400             .0000                2.3400
             7.3400             .0000

       6636316                  .3750              12.5000
       450,729.17               .0350              12.4650
             7.0000             .0000              12.4650
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636318                  .3750              12.8750
       260,173.61               .0350              12.8400
             6.8750             .0000              12.8400
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636320                  .3750              12.8750
       462,518.77               .0350              12.8400
             7.2500             .0000              12.8400
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636322                  .3750              12.8750
       284,792.52               .0350              12.8400
             7.2500             .0000              12.8400
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636324                  .3750              13.1250
       364,738.61               .0350              13.0900
             7.5000             .0000              13.0900
             7.1250             .0000                2.3400
             7.0900             .0000                2.3400
             7.0900             .0000
1



       6636330                  .3750              13.2500
       311,870.64               .0350              13.2150
             7.6250             .0000              13.2150
             7.2500             .0000                2.3400
             7.2150             .0000                2.3400
             7.2150             .0000

       6636332                  .3750              12.8750
       436,209.91               .0350              12.8400
             6.8750             .0000              12.8400
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636334                  .3750              12.7500
       383,887.48               .0350              12.7150
             6.8750             .0000              12.7150
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636336                  .3750              12.5000
       465,014.66               .0350              12.4650
             6.8750             .0000              12.4650
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636338                  .3750              13.5000
       325,600.01               .0350              13.4650
             7.8750             .0000              13.4650
             7.5000             .0000                2.3400
             7.4650             .0000                2.3400
             7.4650             .0000

       6636340                  .3750              13.8750
       273,278.80               .0350              13.8400
             7.0000             .0000              13.8400
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636342                  .3750              13.7500
       490,365.91               .0350              13.7150
             8.1250             .0000              13.7150
             7.7500             .0000                2.3400
             7.7150             .0000                2.3400
             7.7150             .0000

       6636344                  .3750              13.6250
       393,007.28               .0350              13.5900
             7.0000             .0000              13.5900
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000
1



       6636346                  .3750              12.8750
       275,396.83               .0350              12.8400
             7.0000             .0000              12.8400
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636348                  .3750              13.3750
       267,274.51               .0350              13.3400
             7.7500             .0000              13.3400
             7.3750             .0000                2.3400
             7.3400             .0000                2.3400
             7.3400             .0000

       6636350                  .3750              13.0000
       363,406.02               .0350              12.9650
             7.0000             .0000              12.9650
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636352                  .3750              12.7500
       310,614.32               .0350              12.7150
             7.1250             .0000              12.7150
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6636354                  .3750              12.6250
       353,255.53               .0350              12.5900
             7.0000             .0000              12.5900
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636356                  .3750              12.7500
       459,260.81               .0350              12.7150
             7.1250             .0000              12.7150
             6.7500             .0000                2.3400
             6.7150             .0000                2.3400
             6.7150             .0000

       6636358                  .3750              12.8750
       474,594.12               .0350              12.8400
             7.2500             .0000              12.8400
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636360                  .3750              12.8750
       356,664.35               .0350              12.8400
             7.2500             .0000              12.8400
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000
1



       6636362                  .3750              12.8750
       416,906.83               .0350              12.8400
             7.2500             .0000              12.8400
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636364                  .3750              11.8750
       285,607.19               .0350              11.8400
             6.2500             .0000              11.8400
             5.8750             .0000                2.3400
             5.8400             .0000                2.3400
             5.8400             .0000

       6636366                  .3750              12.3750
       621,113.59               .0350              12.3400
             6.7500             .0000              12.3400
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000

       6636368                  .3750              12.8750
       288,498.38               .0350              12.8400
             7.2500             .0000              12.8400
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636370                  .3750              13.1250
       260,151.59               .0350              13.0900
             8.1250             .0000              13.0900
             7.7500             .0000                2.8400
             7.7150             .0000                2.8400
             7.7150             .0000

       6636372                  .3750              11.8750
       311,669.83               .0350              11.8400
             9.3750             .0000              11.8400
             9.0000             .0000                2.8400
             8.9650             .0000                2.8400
             8.9650             .0000

       6636374                  .3750              11.8750
       397,671.22               .0350              11.8400
             6.7500             .0000              11.8400
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000

       6636376                  .3750              11.0000
       245,277.11               .0350              10.9650
             6.2500             .0000              10.9650
             5.8750             .0000                1.5900
             5.8400             .0000                1.5900
             5.8400             .0000
1



       6636378                  .3750              12.3750
       324,306.93               .0350              12.3400
             8.1250             .0000              12.3400
             7.7500             .0000                2.8400
             7.7150             .0000                2.8400
             7.7150             .0000

       6636380                  .3750               9.2500
       257,108.66               .0350               9.2150
             6.7500             .0000               9.2150
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000

       6636382                  .3750              11.6250
       281,800.59               .0350              11.5900
             6.8750             .0000              11.5900
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

       6636384                  .3750              11.1250
       249,968.80               .0350              11.0900
             7.5000             .0000              11.0900
             7.1250             .0000                2.3400
             7.0900             .0000                2.3400
             7.0900             .0000

       6636386                  .3750               9.1250
       315,352.78               .0350               9.0900
             7.2500             .0000               9.0900
             6.8750             .0000                2.3400
             6.8400             .0000                2.3400
             6.8400             .0000

       6636388                  .3750              13.1250
       437,280.44               .0350              13.0900
             7.0000             .0000              13.0900
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636390                  .3750              13.0000
       452,492.01               .0350              12.9650
             7.0000             .0000              12.9650
             6.6250             .0000                2.3400
             6.5900             .0000                2.3400
             6.5900             .0000

       6636392                  .3750              10.8750
       413,284.70               .0350              10.8400
             6.8750             .0000              10.8400
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000
1



       6636394                  .3750              13.0000
       288,524.57               .0350              12.9650
             7.3750             .0000              12.9650
             7.0000             .0000                2.3400
             6.9650             .0000                2.3400
             6.9650             .0000

       6636396                  .3750              12.3750
       969,774.12               .0350              12.3400
             6.7500             .0000              12.3400
             6.3750             .0000                2.3400
             6.3400             .0000                2.3400
             6.3400             .0000

       6636398                  .3750              13.5000
       344,356.98               .0350              13.4650
             7.8750             .0000              13.4650
             7.5000             .0000                2.3400
             7.4650             .0000                2.3400
             7.4650             .0000

       6651824                  .3750              17.6250
       118,402.92               .0350              17.5900
             7.6250             .0000              17.5900
             7.2500             .0000                2.3900
             7.2150             .0000                2.3900
             7.2150             .0000

       6651826                  .3750              10.7500
       264,828.74               .0350              10.7150
             6.8750             .0000              10.7150
             6.5000             .0000                2.3400
             6.4650             .0000                2.3400
             6.4650             .0000

  TOTAL NUMBER OF LOANS:      283
  TOTAL BALANCE........:         80,300,496.75


  RUN ON     : 01/08/02            RFC DISCLOSURE SYSTEM      RFFSDARM-01
  AT         : 09.27.53            INITIAL SECURITY FEES      AMORTIZED BALANCE
  SERIES     : RAMP 2001-RM2 ARM     ARM SUMMARY REPORT       CUTOFF : 12/01/01
  POOL       : 0004562
             :
             :
  POOL STATUS: F

                                   WEIGHTED AVERAGES    FROM        TO
  ----------------------------------------------------------------------------
  CURR NOTE RATE                       7.3285            4.6000     11.8750
  RFC NET RATE                         6.9544            4.2250     11.3750
  NET MTG RATE(INVSTR RATE)            6.9155            4.1900     11.3400
  POST STRIP RATE                      6.9155            4.1900     11.3400
  SUB SERV FEE                          .3740             .2500       .5000
  MSTR SERV FEE                         .0389              .0350      .7050
  ALL EXP                               .0000             .0000       .0000
  MISC EXP                              .0000             .0000       .0000
  SPREAD                                .0000             .0000       .0000
  STRIP                                 .0000             .0000       .0000
  RFC NET CEILING(MX RFC NET RT)      12.5831             .0000     18.2500
  MAX NET MTG RT(MAX INV RT)          12.5442            -.0350     18.2150
  MAX POST STRIP RATE                 12.5442            -.0350     18.2150
  INV RATE MARGIN                      2.4177             .2100      6.3400
  POST STRIP MARGIN                    2.4177             .2100      6.3400







  TOTAL NUMBER OF LOANS:   283
  TOTAL BALANCE........:    80,300,496.75


                             ***************************
                             *      END OF REPORT      *
                             ***************************
  RUN ON     : 01/08/02           RFC DISCLOSURE SYSTEM       RFFSD175-01
  AT         : 09.27.53        NONFIXED RATE LOAN LISTING     AMORTIZED BALANCE
  SERIES     : RAMP 2001-RM2 ARM                              CUTOFF : 12/01/01
  POOL       : 0004562
             :
             :
  POOL STATUS: F

  RFC LOAN #                      ORIG RATE       ORIGINAL BAL    MAX NEG AM
  MORTGAGOR NAME                  CURR RATE       PRINCIPAL BAL   LN FEATURE
  CURR NET                                        ORIGINAL P+I    # OF UNITS
  NOTE CEILING                                    CURRENT P+I     LTV
  CITY           STATE  ZIP       NET CEILING     NOTE DATE
  SERVICER LOAN #                 NOTE FLOOR      1ST PMT DT      MI CO CODE
  SELLER LOAN #                   NET FLOOR       MATURITY DT     MI CVG
  INVSTR LOAN #                   GROSS MARGIN    1ST INTCHGDT    NXT INTCHGDT
  S/S CODE                        NET MARGIN      1ST PMTCHGDT    NXT PMTCHGDT
  INT CHG PRIOR DAYS              1ST YR FLR      PMT CAP INCR    PMT CAP DECR
  PMT TYPE                        1ST YR CEIL     INT FREQ MOS    PMT FREQ MOS
  ORIG TERM                       ADJ INDEX       PERIOD INCR     PERIOD DECR
  NOTE LF INCR                    RND NOTE TYPE   RND NOTE METH   RND NOTE FCTR
  NET LF INCR                     RND NET TYPE    RND NET METH    RND NET FCTR
  NOTE LF DECR                    LOAN PURP       CNVRT CODE      FROM WINDOW
  NET LF DECR                     PROP TYPE       CNVT INDEX      TO WINDOW
                                  OCCP CODE       CNVT MARGIN
  ______________________________________________________________________________


    3728821                           8.8750        102,000.00        100
    STRAWN              DAN           8.8750        100,829.01         ZZ
                                      8.6250            713.20         1
                                     13.5000            809.41         77
    VALE            OR    97918      13.2500       08/17/00
    7844806                            .0000       10/01/00            00
    0400200820                         .0000       09/01/30            0
    0                                 5.2500       09/01/01        09/01/02
    T14/W60                           5.0000       10/01/01        10/01/02
      45                              5.5000          .0000           .0000
    A                                 9.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    3741192                           8.7500        180,000.00        100
    FOGUTH              JOHN          8.7500        177,778.64         T
                                      8.3750          1,416.07         1
                                     14.7500          1,416.07         80
    BELLAIRE        MI    49615      14.3750       03/07/00
    382820                             .0000       05/01/00            00
    382820                             .0000       04/01/30            0
    0                                 3.0000       04/01/03        04/01/03
1


    B76/B76                           2.6250       05/01/03        05/01/03
      45                              6.7500          .0000           .0000
    A                                10.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    3790376                           8.2500        181,500.00        100
    HEMP                ANNETTE       8.2500        179,404.75         ZZ
                                      8.0000          1,207.52         1
                                     13.0000          1,360.51         83
    MAPLETON        IL    61547      12.7500       08/31/00
    7846686                            .0000       11/01/00            23
    0400252417                         .0000       10/01/30            0
    0                                 4.7500       10/01/01        10/01/02
    T14/W60                           4.5000       11/01/01        11/01/02
      45                              5.0000          .0000           .0000
    A                                 9.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    4129110                           6.3750         19,000.00        100
    WILLS               WOODROW       6.3750         12,482.10         ZZ
                                      5.8750            165.00         1
                                     15.6250            121.47         95
    ELWOOD          IN    46036      15.1250       04/09/84
    0009073860                        4.1250       06/01/84            00
    0009073860                        3.6250       05/01/14            0
    0                                 2.5000       05/01/85        05/01/02
    W29/N60                           2.0000       06/01/85        06/01/02
       1                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       5.7500                           S              U              .1250
        .0000                           S              U              .1250
       5.7500                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    4129120                           7.2500         77,631.18        100
    HILTUNEN            ERIC          7.2500         60,982.50         ZZ
                                      6.7500            717.12         1
                                     17.2500            587.04         65
    CANAAN          NH    03741      16.7500       11/12/98
1


    0009095157                         .0000       12/01/98            00
    0009095157                         .0000       08/01/15            0
    0                                 3.0000       08/01/99        08/01/02
    W29/N60                           2.5000       09/01/99        09/01/02
      45                              9.2500          .0000           .0000
    A                                13.2500           12             12
      201                               1            2.0000          2.0000
       8.8750                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4129542                           8.5900         39,000.00        100
    KARAM               CASH          8.5900         27,693.06         ZZ
                                      8.0900            401.16         1
                                     18.0000            294.27        100
    EL PASO         TX    79925      17.5000       12/31/84
    0320139553                         .0000       02/01/85            00
    0320139553                         .0000       01/01/15            0
    0                                 2.5000       01/01/86        01/01/02
    W29/N60                           2.0000       02/01/86        02/01/02
       1                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1             .0000           .0000
       6.0000                           X              X              .0000
        .0000                           X              X              .0000
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4129543                           8.5900         39,000.00        100
    KARAM               CASH          8.5900         27,775.04         ZZ
                                      8.0900            401.16         1
                                     18.0000            295.53        100
    EL PASO         TX    79925      17.5000       12/31/84
    0320139587                         .0000       02/01/85            00
    0320139587                         .0000       01/01/15            0
    0                                 2.5000       01/01/86        01/01/02
    W29/N60                           2.0000       02/01/86        02/01/02
       1                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1             .0000           .0000
       6.0000                           X              X              .0000
        .0000                           X              X              .0000
        .0000                           4              00          00/00/00
        .0000                           09             0           00/00/00
                                        N             .0000


    4129544                           8.5900         39,000.00        100
    KARAM               CASH          8.5900         26,736.07         ZZ
1


                                      8.0900            401.16         1
                                     18.0000            294.25        100
    EL PASO         TX    79925      17.5000       12/31/84
    0320139629                         .0000       02/01/85            00
    0320139629                         .0000       01/01/15            0
    0                                 2.5000       01/01/86        01/01/02
    W29/N60                           2.0000       02/01/86        02/01/02
       1                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1             .0000           .0000
       6.0000                           X              X              .0000
        .0000                           X              X              .0000
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4129545                           8.5900         39,000.00        100
    KARAM               CASH          8.5900         27,768.22         ZZ
                                      8.0900            401.16         1
                                     18.0000            295.61        100
    EL PASO         TX    79925      17.5000       12/31/84
    0320139652                         .0000       02/01/85            00
    0320139652                         .0000       01/01/15            0
    0                                 2.5000       01/01/86        01/01/02
    W29/N60                           2.0000       02/01/86        02/01/02
       1                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1             .0000           .0000
       6.0000                           X              X              .0000
        .0000                           X              X              .0000
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4129546                           8.5900         39,000.00        100
    KARAM               CASH          8.5900         27,826.25         ZZ
                                      8.0900            401.16         1
                                     18.0000            295.68        100
    EL PASO         TX    79925      17.5000       12/31/84
    0320139686                         .0000       02/01/85            00
    0320139686                         .0000       01/01/15            0
    0                                 2.5000       01/01/86        01/01/02
    W29/N60                           2.0000       02/01/86        02/01/02
       1                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1             .0000           .0000
       6.0000                           X              X              .0000
        .0000                           X              X              .0000
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000
1




    4129547                           8.5900         39,000.00        100
    KARAM               INVESTMEN     8.5900         26,850.94         ZZ
                                      8.0900            401.16         1
                                     18.0000            285.32        100
    EL PASO         TX    79925      17.5000       12/31/84
    0320139744                         .0000       02/01/85            00
    0320139744                         .0000       01/01/15            0
    0                                 2.5000       01/01/86        01/01/02
    W29/N60                           2.0000       02/01/86        02/01/02
       1                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1             .0000           .0000
       6.0000                           X              X              .0000
        .0000                           X              X              .0000
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4129549                           8.5900         39,000.00        100
    KARAM               CASH          8.5900         27,947.03         ZZ
                                      8.0900            401.16         1
                                     18.0000            296.97        100
    EL PASO         TX    79925      17.5000       12/31/84
    0320139769                         .0000       02/01/85            00
    0320139769                         .0000       01/01/15            0
    0                                 2.5000       01/01/86        01/01/02
    W29/N60                           2.0000       02/01/86        02/01/02
       1                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1             .0000           .0000
       6.0000                           X              X              .0000
        .0000                           X              X              .0000
        .0000                           1              00          00/00/00
        .0000                           09             0           00/00/00
                                        N             .0000


    4129550                           8.5900         39,000.00        100
    KARAM               CASH          8.5900         27,957.04         ZZ
                                      8.0900            401.16         1
                                     18.0000            297.07        100
    EL PASO         TX    79925      17.5000       12/31/84
    0320139777                         .0000       02/01/85            00
    0320139777                         .0000       01/01/15            0
    0                                 2.5000       01/01/86        01/01/02
    W29/N60                           2.0000       02/01/86        02/01/02
       1                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1             .0000           .0000
       6.0000                           X              X              .0000
        .0000                           X              X              .0000
1


        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4129551                           8.5900         39,000.00        100
    KARAM               INVESTMEN     8.5900         27,055.76         ZZ
                                      8.0900            401.16         1
                                     18.0000            287.50        100
    EL PASO         TX    79925      17.5000       12/31/84
    0320139793                         .0000       02/01/85            00
    0320139793                         .0000       01/01/15            0
    0                                 2.5000       01/01/86        01/01/02
    W29/N60                           2.0000       02/01/86        02/01/02
       1                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1             .0000           .0000
       6.0000                           X              X              .0000
        .0000                           X              X              .0000
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4130266                           9.7500         49,600.00        100
    DAMERON             BARBARA       9.7500         49,033.95         ZZ
                                      9.2500            426.15         2
                                     15.7500            426.53         80
    LORAIN          OH    44055      15.2500       11/12/99
    0533156720                        9.7500       01/01/00            00
    0533156720                        9.2500       12/01/29            0
    0                                 4.5000       12/01/00        12/01/02
    W29/N60                           4.0000       01/01/01        01/01/03
      45                              9.7500          .0000           .0000
    A                                11.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              U              .1250
        .0000                           S              U              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4130267                           9.7500         49,600.00        100
    DAMERON             BARBARA       9.7500         49,033.95         ZZ
                                      9.2500            426.15         2
                                     15.7500            426.53         80
    LORAIN          OH    44052      15.2500       11/12/99
    0533156724                        9.7500       01/01/00            00
    0533156724                        9.2500       12/01/29            0
    0                                 4.5000       12/01/00        12/01/02
    W29/N60                           4.0000       01/01/01        01/01/03
      45                              9.7500          .0000           .0000
    A                                11.7500           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              U              .1250
        .0000                           S              U              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4130466                           7.6250         58,800.00        100
    SHEPHERD            ERIK          7.6250         57,563.59         ZZ
                                      7.1250            381.38         2
                                     12.7500            416.28         80
    CLEVELAND       OH    44108      12.2500       08/27/99
    0666393116                        6.7500       10/01/99            00
    0666393116                        6.2500       09/01/29            0
    0                                 4.0000       09/01/00        09/01/02
    W29/N60                           3.5000       10/01/00        10/01/02
      45                              6.7500          .0000           .0000
    A                                 8.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              U              .1250
        .0000                           S              U              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4130628                           7.0000         60,796.00        100
    MURRAY              MARK          7.0000         56,654.69         ZZ
                                      6.5000            404.48         1
                                     13.0000            406.65         79
    FAYETTEVILLE    OH    45118      12.5000       11/30/95
    0983768964                        7.0000       01/01/96            00
    0983768964                        6.5000       12/01/25            0
    0                                 3.0000       12/01/96        12/01/02
    W29/N60                           2.5000       01/01/97        01/01/03
      45                              7.0000          .0000           .0000
    A                                 9.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              U              .1250
        .0000                           S              U              .1250
        .0000                           1              00          00/00/00
        .0000                           27             0           00/00/00
                                        O             .0000


    4291172                           9.1200        300,000.00        100
    VOUTSAS             PETER         9.1200        279,944.47         ZZ
                                      8.6200          2,021.16         1
                                     12.1250          2,397.23         53
    KULA            HI    96790      11.6250       12/08/95
    7865520                            .0000       02/01/96            00
    0899019939                         .0000       01/01/26            0
    0                                 3.0000       01/01/01        01/01/02
1


    Q72/W60                           2.5000       02/01/01        02/01/02
      45                              5.1250          .0000           .0000
    A                                 9.1250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          01/08/97
        .0000                           05             E           12/08/00
                                        O             .5000


    4507392                           8.0000        167,000.00        100
    SIMPSON             MARK          8.0000        162,457.70         ZZ
                                      7.7500          1,225.39         1
                                     13.0000          1,225.39        100
    HILTON HEAD IS  SC    29928      12.7500       11/04/98
    0161410018                         .0000       01/01/99            23
    0161410018                         .0000       12/01/28            0
    0                                 3.2500       12/01/03        12/01/03
    926/926                           3.0000       01/01/04        01/01/04
      45                              3.2500          .0000           .0000
    A                                13.0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    4689101                           7.7500         46,000.00        100
    GOUGH               DENNIS        7.7500         33,743.18         ZZ
                                      7.2500            473.16         1
                                     17.0000            345.19         90
    DEARING         GA    30808      16.5000       10/24/84
    0001031137                         .0000       12/01/84            14
    0001031137                         .0000       11/01/14           25
    0                                 3.0000       11/01/85        11/01/02
    W29/N60                           2.5000       12/01/85        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            1.5000          1.5000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          11/01/85
        .0000                           27             D           11/01/87
                                        N             .5000


    4921502                           8.0000        321,900.00        100
    HART                PATRICK       8.0000        308,683.60         ZZ
                                      7.6250          2,361.99         1
                                     13.0000          2,361.99         70
    KIRKLAND        WA    98033      12.6250       08/20/97
1


    0000154302                         .0000       10/01/97            00
    0000154302                         .0000       09/01/27            0
    0                                 3.1250       09/01/02        09/01/02
    230/230                           2.7500       10/01/02        10/01/02
      45                              6.0000          .0000           .0000
    A                                10.0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           08             0           00/00/00
                                        N             .0000


    4921550                           6.6250        165,750.00        100
    JAMSEK              JAMES         6.6250        158,115.34         ZZ
                                      6.2500          1,061.32         1
                                     11.6250          1,061.32         95
    RENTON          WA    98056      11.2500       01/06/98
    0000163772                         .0000       03/01/98            00
    0000163772                         .0000       02/01/28            0
    0                                 2.7500       02/01/03        02/01/03
    230/230                           2.3750       03/01/03        03/01/03
      45                              4.6250          .0000           .0000
    A                                 8.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          02/06/99
        .0000                           05             E           01/06/03
                                        O             .6250


    4921673                           7.6250        392,800.00        100
    PATTERSON           MARVIN        7.6250        362,565.26         ZZ
                                      7.2500          2,780.22         1
                                     12.6250          2,780.22         80
    MUKILTEO        WA    98275      12.2500       10/15/99
    0000189042                         .0000       12/01/99            00
    0000189042                         .0000       11/01/29            0
    0                                 2.8750       11/01/04        11/01/04
    230/230                           2.5000       12/01/04        12/01/04
      45                              5.6250          .0000           .0000
    A                                 9.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    4934289                          10.3750         90,270.00        100
    HARDING             DOUGLAS      10.3750         88,402.18         ZZ
1


                                      9.8750            750.82         1
                                     15.3750            815.30         85
    WICHITA         KS    67212      14.8750       09/08/98
    0001721687                        9.3750       11/01/98            00
    0001721687                        8.8750       10/01/28            0
    0                                 4.1250       10/01/00        10/01/02
    Q72/W10                           3.6250       11/01/00        11/01/02
      45                              7.3750          .0000           .0000
    A                                11.3750           24             24
      360                               2A           2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    4934307                          10.8750        108,000.00        100
    SMITH               KATHERINE    10.8750        106,106.43         ZZ
                                     10.3750            927.89         1
                                     15.7500          1,015.71         80
    FOWLER          MI    48835      15.2500       12/30/98
    0001722461                        9.7500       02/01/99            00
    0001722461                        9.2500       01/01/29            0
    0                                 4.8750       01/01/01        01/01/03
    Q72/W10                           4.3750       02/01/01        02/01/03
      45                              7.7500          .0000           .0000
    A                                11.7500           24             24
      360                               2A           2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5035880                           7.6250        135,200.00        100
    POLK                GERALD        7.6250        132,927.49         ZZ
                                      7.3750            886.35         1
                                     12.7500            974.69        101
    HUDSON          WI    54016      12.5000       05/11/98
    0400065892                         .0000       07/01/98            23
    0400065892                         .0000       06/01/28            0
    0                                 3.5000       06/01/99        06/01/02
    E82/U57                           3.2500       07/01/99        07/01/02
      45                              4.7500          .0000           .0000
    A                                 8.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          06/01/99
        .0000                           05             E           06/01/03
                                        O             .6250
1




    5035881                           8.0000        144,000.00        100
    MALONGA             SYLVERE       8.0000        140,969.31         ZZ
                                      7.7500          1,218.34         1
                                     12.7500          1,070.00        101
    BOLINGBROOK     IL    60440      12.5000       04/30/98
    0400074423                         .0000       06/01/98            23
    0400074423                         .0000       05/01/28            0
    0                                 3.5000       05/01/99        05/01/02
    E82/U57                           3.2500       06/01/99        06/01/02
      45                              4.7500          .0000           .0000
    A                                 8.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              01          05/01/99
        .0000                           05             E           05/01/03
                                        O             .6250


    5035885                           9.3750        154,050.00        100
    HAND                DUANE         9.3750        152,920.47         ZZ
                                      9.1250          1,212.04         1
                                     15.5000          1,297.41         98
    GREENFIELD      WI    53221      15.2500       02/11/99
    0400135026                         .0000       04/01/99            23
    0400135026                         .0000       03/01/29            0
    0                                 4.5000       03/01/00        03/01/02
    E82/U57                           4.2500       04/01/00        04/01/02
      45                              7.5000          .0000           .0000
    A                                11.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              01          04/01/99
        .0000                           05             E           03/01/29
                                        O            1.2500


    5035889                           7.7500        184,000.00        100
    LOVEJOY             RONALD        7.7500        180,468.46         ZZ
                                      7.5000          1,088.43         1
                                     11.8750          1,327.29         98
    SOMERSET TOWNS  WI    54026      11.6250       02/26/99
    0400172953                         .0000       04/01/99            23
    0400172953                         .0000       03/01/29            0
    0                                 2.8750       03/01/00        03/01/02
    E82/U57                           2.6250       04/01/00        04/01/02
      45                              3.8750          .0000           .0000
    A                                 7.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           4              01          03/01/00
        .0000                           05             E           03/01/04
                                        O            1.1250


    5035890                           7.3750        240,000.00        100
    SHIN                JOHN          7.3750        235,976.51         ZZ
                                      7.1250          1,437.76         1
                                     11.8750          1,673.16         78
    EAGAN           MN    55121      11.6250       04/02/99
    0400176657                         .0000       06/01/99            00
    0400176657                         .0000       05/01/29            0
    0                                 2.8750       05/01/00        05/01/02
    E82/U57                           2.6250       06/01/00        06/01/02
      45                              3.8750          .0000           .0000
    A                                 7.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              01          05/01/00
        .0000                           05             E           05/01/04
                                        O            1.1250


    5055146                           6.6250        176,500.00        100
    BERLINER            GARY          6.6250        166,910.74         ZZ
                                      6.2500          1,130.15         1
                                     11.6250          1,130.15         90
    CUMMING         GA    30040      11.2500       01/28/98
    0010372878                         .0000       03/01/98            04
    3346985                            .0000       02/01/28           25
    0                                 2.7500       02/01/03        02/01/03
    070/G61                           2.3750       03/01/03        03/01/03
      45                              3.6250          .0000           .0000
    A                                 9.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          03/01/99
        .0000                           03             N           02/01/03
                                        O             .2500


    5105827                           6.7500        155,400.00        100
    CANNON              THOMAS        6.7500        151,665.36         ZZ
                                      6.3750          1,007.92         1
                                     11.7500          1,007.92         80
    ACWORTH         GA    30101      11.3750       09/07/99
    0010373280                         .0000       11/01/99            00
    0005068325                         .0000       10/01/29            0
    0                                 2.7500       10/01/04        10/01/04
    F32/J77                           2.3750       11/01/04        11/01/04
      45                              3.7500          .0000           .0000
    A                                 9.7500           12             12
1


      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          09/08/99
        .0000                           03             N           10/01/04
                                        O             .2500


    5105829                           6.7500        240,390.40        100
    PRINCE              WALTER        6.7500        233,408.90         ZZ
                                      6.3750          1,574.51         1
                                     11.7500          1,574.51         80
    WOODSTOCK       GA    30188      11.3750       06/25/99
    0010373215                         .0000       08/01/99            14
    0005076294                         .0000       08/01/28           25
    0                                 2.7500       08/01/03        08/01/03
    F32/J77                           2.3750       09/01/03        09/01/03
      45                              3.7500          .0000           .0000
    A                                 9.7500           12             12
      349                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              01          09/01/00
        .0000                           03             D           08/01/04
                                        O             .2500


    5105830                           6.3750        166,800.00        100
    PICKLE              LINDSEY       6.3750        161,609.01         ZZ
                                      6.0000          1,040.61         1
                                     11.3750          1,040.61         90
    MARIETTA        GA    30062      11.0000       04/15/99
    0010373173                         .0000       06/01/99            04
    0005080486                         .0000       05/01/29           25
    0                                 2.7500       05/01/04        05/01/04
    F32/J77                           2.3750       06/01/04        06/01/04
      45                              3.3750          .0000           .0000
    A                                 9.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          04/16/99
        .0000                           03             N           04/01/04
                                        O             .2500


    5105831                           6.3750        178,800.00        100
    HADIKAPOURCHALI     SIROUS        6.3750        173,039.66         ZZ
                                      6.0000          1,115.48         1
                                     11.3750          1,115.48         80
    DECATUR         GA    30033      11.0000       03/16/99
    0010373306                         .0000       05/01/99            00
    0005080643                         .0000       04/01/29            0
    0                                 2.7500       04/01/04        04/01/04
1


    F32/J77                           2.3750       05/01/04        05/01/04
      45                              3.3750          .0000           .0000
    A                                 9.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          03/17/99
        .0000                           05             N           04/01/04
                                        O             .2500


    5105832                           7.6250        200,000.00        100
    PERRY               DAVID         7.6250        195,750.97         ZZ
                                      7.2500          1,415.59         1
                                     12.6250          1,415.59         80
    CLARKSVILLE     GA    30523      12.2500       09/02/99
    0010373314                         .0000       10/01/99            00
    0005109012                         .0000       09/01/29            0
    0                                 2.7500       09/01/04        09/01/04
    F32/J77                           2.3750       10/01/04        10/01/04
      45                              4.6250          .0000           .0000
    A                                10.6250           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          10/01/00
        .0000                           03             N           09/01/04
                                        O             .2500


    5105833                           6.3750        110,200.00        100
    DEE                 PAMELA        6.3750        106,999.93         ZZ
                                      6.0000            687.50         1
                                     11.3750            687.50         78
    ACWORTH         GA    30101      11.0000       06/11/99
    0010373322                         .0000       08/01/99            00
    0005113998                         .0000       07/01/29            0
    0                                 2.7500       07/01/04        07/01/04
    F32/J77                           2.3750       08/01/04        08/01/04
      45                              3.3750          .0000           .0000
    A                                 9.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              01          08/01/00
        .0000                           05             N           07/01/04
                                        O             .2500


    5105841                           6.3750        240,000.00        100
    RAY                 DAVID         6.3750        235,748.49         ZZ
                                      6.0000          1,514.63         1
                                     11.3750          1,514.63         30
    ROSWELL         GA    30076      11.0000       06/29/00
1


    0010373231                         .0000       08/01/00            00
    0055081542                         .0000       07/01/29            0
    0                                 2.7500       07/01/04        07/01/04
    F32/J77                           2.3750       08/01/04        08/01/04
      45                              3.3750          .0000           .0000
    A                                 9.3750           12             12
      348                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              01          07/01/00
        .0000                           03             N           07/01/05
                                        O             .6250


    5123379                           8.8750         25,000.00        100
    CARTER              MADONNA       8.8750         17,206.11         ZZ
                                      8.5000            207.66         1
                                     13.8750            210.50         79
    GREENWOOD       SC    29646      13.5000       06/25/87
    0011781416                        8.8750       08/01/87            00
    6000586021                        8.5000       07/01/12            0
    0                                 2.7500       08/01/90        08/01/02
    B86/G61                           2.3750       09/01/90        09/01/02
      45                              6.8750          .0000           .0000
    A                                10.8750           12             12
      300                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123394                           7.0000        181,200.00        100
    CROWE               WILLIAM       7.0000        172,358.39         ZZ
                                      6.6250          1,220.78         1
                                     12.1250          1,205.19         80
    ANDERSON        SC    29621      11.7500       07/08/97
    0011781564                        7.0000       09/01/97            00
    6000597028                        6.6250       09/01/27            0
    0                                 2.7500       11/01/01        11/01/02
    B86/G61                           2.3750       12/01/01        12/01/02
      45                              7.0000          .0000           .0000
    A                                 9.5000           12             12
      361                               1            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .1250                           4              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123396                           8.2500         70,000.00        100
    DICKERSON           JOE           8.2500         57,244.27         ZZ
1


                                      7.8750            596.45         1
                                     13.2500            549.44         78
    ANDERSON        SC    29624      12.8750       07/07/97
    0011781580                        7.0000       09/01/97            00
    6000599487                        6.6250       08/01/17            0
    0                                 3.2500       08/01/02        08/01/02
    B86/G61                           2.8750       09/01/02        09/01/02
      45                              7.0000          .0000           .0000
    A                                10.2500           12             12
      240                               1            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
       1.2500                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    5123591                           7.6250        150,400.00        100
    BRUNER              JOEL          7.6250        146,682.40         ZZ
                                      7.2500          1,064.53         1
                                     13.6250          1,064.53         80
    TAYLORS         SC    29687      13.2500       04/08/99
    0011783412                         .0000       06/01/99            00
    6000703410                         .0000       05/01/29            0
    0                                 3.2500       05/01/02        05/01/02
    B86/G61                           2.8750       06/01/02        06/01/02
      45                              5.6250          .0000           .0000
    A                                 9.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    5123604                           7.8750        256,000.00        100
    ADUMATA             KOFI          7.8750        253,807.85         ZZ
                                      7.5000          1,856.18         1
                                     13.8750          1,856.18         80
    WAXHAW          NC    28173      13.5000       11/14/00
    0011783545                         .0000       01/01/01            00
    6000713617                         .0000       12/01/30            0
    0                                 3.2500       02/01/03        02/01/03
    B86/G61                           2.8750       03/01/03        03/01/03
      45                              5.8750          .0000           .0000
    A                                 9.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    5123609                           7.3750         58,500.00        100
    CLARK               RONALD        7.3750         57,144.33         ZZ
                                      7.0000            404.05         1
                                     13.3750            404.04         90
    COLUMBIA        SC    29201      13.0000       07/09/99
    0011783594                         .0000       09/01/99            11
    6000718665                         .0000       08/01/29           25
    0                                 2.7500       08/01/02        08/01/02
    B86/G61                           2.3750       09/01/02        09/01/02
      45                              5.3750          .0000           .0000
    A                                 9.3750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          08/01/02
        .0000                           05             E           08/01/04
                                        O             .6250


    5123611                           7.6250        138,700.00        100
    DRAFFIN             JAMES         7.6250        135,630.07         ZZ
                                      7.2500            981.71         1
                                     13.6250            981.68         95
    LEXINGTON       SC    29072      13.2500       07/16/99
    0011783610                         .0000       09/01/99            01
    6000719390                         .0000       08/01/29           30
    0                                 2.7500       08/01/02        08/01/02
    B86/G61                           2.3750       09/01/02        09/01/02
      45                              5.6250          .0000           .0000
    A                                 9.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          08/01/02
        .0000                           05             E           08/01/04
                                        O             .6250


    5123612                           7.6250         45,200.00        100
    RHODES              GWENDA        7.6250         44,200.71         ZZ
                                      7.2500            319.93         1
                                     13.6250            319.92         80
    COLUMBIA        SC    29203      13.2500       07/15/99
    0011783628                         .0000       09/01/99            00
    6000719788                         .0000       08/01/29            0
    0                                 3.2500       08/01/02        08/01/02
    B86/G61                           2.8750       09/01/02        09/01/02
      45                              5.6250          .0000           .0000
    A                                 9.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123615                           7.6250        190,000.00        100
    WILLIAMS            LUTHER        7.6250        186,920.48         ZZ
                                      7.2500          1,344.81         1
                                     13.6250          1,344.81         95
    COLUMBIA        SC    29223      13.2500       08/13/99
    0011783651                         .0000       10/01/99            11
    6000722121                         .0000       09/01/29           30
    0                                 2.7500       09/01/02        09/01/02
    B86/G61                           2.3750       10/01/02        10/01/02
      45                              5.6250          .0000           .0000
    A                                 9.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123651                           8.3750         39,600.00        100
    RHODES              MARTHA        8.3750         38,972.92         ZZ
                                      8.0000            300.99         1
                                     14.3750            300.99         80
    LAKE CITY       SC    29560      14.0000       12/29/99
    0011783990                         .0000       02/01/00            00
    6000811833                         .0000       01/01/30            0
    0                                 3.2500       01/01/03        01/01/03
    B86/G61                           2.8750       02/01/03        02/01/03
      45                              6.3750          .0000           .0000
    A                                10.3750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123665                           7.8750         63,550.00        100
    HILL                JERRY         7.8750         61,719.25         T
                                      7.5000            460.79         1
                                     13.8750            460.79         95
    WEST COLUMBIA   SC    29170      13.5000       02/15/00
    0011784139                         .0000       04/01/00            11
    6000815412                         .0000       03/01/30           30
    0                                 3.2500       03/01/03        03/01/03
    B86/G61                           2.8750       04/01/03        04/01/03
      45                              5.8750          .0000           .0000
    A                                 9.8750           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123693                           7.8750        146,700.00        100
    MITCHELL            STEPHANIE     7.8750        144,489.65         ZZ
                                      7.5000          1,063.68         1
                                     13.8750          1,063.68         95
    CHARLESTON      SC    29407      13.5000       04/20/00
    0011784410                         .0000       06/01/00            04
    6000823036                         .0000       05/01/30           30
    0                                 2.7500       05/01/03        05/01/03
    B86/G61                           2.3750       06/01/03        06/01/03
      45                              5.8750          .0000           .0000
    A                                 9.8750           36             36
      360                               3            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123712                           8.5000        204,750.00        100
    YOUNG               WILLIAM       8.5000        202,656.25         ZZ
                                      8.1250          1,574.36         1
                                     14.5000          1,574.36        100
    BONNEAU         SC    29431      14.1250       07/11/00
    0011784592                         .0000       09/01/00            11
    6000830262                         .0000       08/01/30           25
    0                                 3.2500       08/01/03        08/01/03
    B86/G61                           2.8750       09/01/03        09/01/03
      45                              6.5000          .0000           .0000
    A                                10.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    5123715                           7.8750        122,800.00        100
    MORRIS_III          EDGAR         7.8750        121,379.11         ZZ
                                      7.5000            890.39         1
                                     13.8750            890.39         80
    COLUMBIA        SC    29206      13.5000       07/31/00
    0011784626                         .0000       09/01/00            00
    6000831708                         .0000       08/01/30            0
    0                                 2.7500       08/01/03        08/01/03
1


    B86/G61                           2.3750       09/01/03        09/01/03
      45                              5.8750          .0000           .0000
    A                                 9.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123719                           9.0000         34,400.00        100
    JORDAN              THOMAS        9.0000         34,285.06         ZZ
                                      8.6250            276.80         1
                                     15.0000            276.80         80
    EASLEY          SC    29640      14.6250       03/19/01
    0011784667                         .0000       07/01/01            00
    6000833001                         .0000       06/01/31            0
    0                                 2.7500       09/01/03        09/01/03
    B86/G61                           2.3750       10/01/03        10/01/03
      45                              7.0000          .0000           .0000
    A                                11.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123722                           8.5000        142,000.00        100
    FICKLING            ALLISON       8.5000        140,349.42         ZZ
                                      8.1250          1,091.86         1
                                     14.5000          1,091.86         44
    RIDGELAND       SC    29936      14.1250       07/27/00
    0011784691                         .0000       09/01/00            00
    6000833381                         .0000       08/01/30            0
    0                                 3.2500       08/01/03        08/01/03
    B86/G61                           2.8750       09/01/03        09/01/03
      45                              6.5000          .0000           .0000
    A                                10.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123731                           6.7500        120,650.00        100
    HERRING             MICHAEL       6.7500        119,393.50         ZZ
                                      6.3750            874.80         1
                                     13.8750            784.19         95
    MYRTLE BEACH    SC    29579      13.5000       09/14/00
1


    0011784782                         .0000       11/01/00            04
    6000838570                         .0000       10/01/30           30
    0                                 3.2500       10/01/01        10/01/02
    B86/G61                           2.8750       11/01/01        11/01/02
      45                              5.8750          .0000           .0000
    A                                 9.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123742                           9.0000        165,000.00        100
    BEDINGFIELD         ERIC          9.0000        163,970.55         ZZ
                                      8.6250          1,327.63         1
                                     15.0000          1,327.63         75
    BELTON          SC    29627      14.6250       12/18/00
    0011784899                         .0000       02/01/01            00
    6000845674                         .0000       01/01/31            0
    0                                 2.7500       01/01/04        01/01/04
    B86/G61                           2.3750       02/01/04        02/01/04
      45                              7.0000          .0000           .0000
    A                                11.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123743                           8.2500        220,000.00        100
    JACKSON             JAMES         8.2500        218,702.11         ZZ
                                      7.8750          1,652.79         1
                                     14.2500          1,652.79         67
    MURRELLS INLET  SC    29576      13.8750       01/31/01
    0011784907                         .0000       04/01/01            00
    6000845997                         .0000       03/01/31            0
    0                                 2.7500       03/01/04        03/01/04
    B86/G61                           2.3750       04/01/04        04/01/04
      45                              6.2500          .0000           .0000
    A                                10.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123747                           9.2500        816,000.00        100
    ROGERSON            ROBERT        9.2500        765,916.30         ZZ
1


                                      8.8750          6,713.04         1
                                     15.2500          6,713.04         67
    ISLE OF PALMS   SC    29451      14.8750       12/29/00
    0011784949                         .0000       03/01/01            00
    6000847522                         .0000       02/01/31            0
    0                                 3.2500       02/01/04        02/01/04
    B86/G61                           2.8750       03/01/04        03/01/04
      45                              7.2500          .0000           .0000
    A                                11.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123756                           8.5000         54,000.00        100
    ODUM                DOUGLAS       8.5000         53,662.15         ZZ
                                      8.1250            415.22         1
                                     14.5000            415.22         90
    ANDREWS         SC    29510      14.1250       01/16/01
    0011785037                         .0000       03/01/01            12
    6000849007                         .0000       02/01/31           25
    0                                 3.2500       02/01/04        02/01/04
    B86/G61                           2.8750       03/01/04        03/01/04
      45                              6.5000          .0000           .0000
    A                                10.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5123778                           7.3750         80,000.00        100
    STONE               KENNETH       7.3750         79,502.34         ZZ
                                      7.0000            552.55         1
                                     13.3750            552.55         64
    CLOVER          SC    29710      13.0000       03/07/01
    0011785235                         .0000       05/01/01            00
    6000859477                         .0000       04/01/31            0
    0                                 3.2500       04/01/04        04/01/04
    B86/G61                           2.8750       05/01/04        05/01/04
      45                              5.3750          .0000           .0000
    A                                 9.3750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    5123779                           7.7500         53,105.00        100
    BUMGARDNER          SHEILA        7.7500         52,400.22         ZZ
                                      7.3750            380.46         1
                                     13.7500            380.46         95
    LITTLE RIVER    SC    29566      13.3750       03/16/01
    0011785243                         .0000       05/01/01            11
    6000860111                         .0000       04/01/31           30
    0                                 3.2500       04/01/04        04/01/04
    B86/G61                           2.8750       05/01/04        05/01/04
      45                              5.7500          .0000           .0000
    A                                 9.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    5124531                           6.8750        100,000.00        100
    HALL                CHARLES       6.8750         95,809.32         ZZ
                                      6.5000            656.93         1
                                     11.8750            656.93         65
    SIMPSONVILLE    SC    29680      11.5000       03/20/98
    0011780319                        6.8750       05/01/98            00
    6000444544                        6.5000       04/01/28            0
    0                                 2.7500       04/01/03        04/01/03
    B86/G61                           2.3750       05/01/03        05/01/03
      45                              6.8750          .0000           .0000
    A                                 8.8750           12             12
      360                               1            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    5124541                           6.8750         67,450.00        100
    AHN                 Y             6.8750         21,812.18         ZZ
                                      6.5000            778.82         1
                                     11.8750            778.82         39
    GREENWOOD       SC    29649      11.5000       02/19/98
    0011780400                        6.8750       04/01/98            00
    6000447356                        6.5000       03/01/08            0
    0                                 2.7500       03/01/03        03/01/03
    B86/G61                           2.3750       04/01/03        04/01/03
      45                              6.8750          .0000           .0000
    A                                 8.8750           12             12
      120                               1            1.0000          1.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5124547                           8.0000         33,000.00        100
    LEYH                DIANE         8.0000         31,892.61         ZZ
                                      7.6250            245.02         1
                                     14.1250            242.30         21
    MT PLEASANT     SC    29464      13.7500       03/26/98
    0011780467                         .0000       05/01/98            00
    6000452521                         .0000       04/01/28            0
    0                                 3.2500       04/01/01        04/01/02
    B86/G61                           2.8750       05/01/01        05/01/02
      45                              6.1250          .0000           .0000
    A                                10.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    5127571                           6.9600         65,000.00        100
    HOWELL              SHEILA        6.9600         22,014.15         ZZ
                                      6.5850            553.84         1
                                     13.2500            353.13         47
    GEORGETOWN      SC    29440      12.8750       07/12/88
    0011779972                         .0000       09/01/88            00
    6000071594                         .0000       08/01/08            0
    0                                  .7300       08/01/89        08/01/02
    B86/G61                            .3550       09/01/89        09/01/02
      45                              6.2500          .0000           .0000
    A                                10.2500           12             12
      240                               1            2.0000          2.0000
       5.0000                           X              X              .0000
        .0000                           X              X              .0000
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5127572                           4.6000         51,300.00        100
    MCCONNELL           BRAD          4.6000         22,359.96         ZZ
                                      4.2250            453.34         1
                                     13.7500            311.85         90
    GEORGETOWN      SC    29440      13.3750       11/11/88
    0011779980                         .0000       01/01/89            23
    6000072600                         .0000       12/01/08            0
    0                                  .6200       12/01/89        12/01/02
    B86/G61                            .2450       01/01/90        01/01/03
      45                              6.7500          .0000           .0000
    A                                10.7500           12             12
1


      240                               1            2.0000          2.0000
       5.0000                           X              X              .0000
        .0000                           X              X              .0000
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5167327                          11.1250         67,500.00        100
    HALL                WILLIE       11.1250         66,212.90         ZZ
                                     10.6250            567.58         1
                                     15.5000            650.24         87
    JACKSONVILLE    FL    32208      15.0000       10/10/97
    0002048726                         .0000       11/10/97            00
    804766                             .0000       10/10/12            0
    0                                 4.9500       10/10/98        10/10/02
    Q72/W10                           4.4500       11/10/98        11/10/02
      45                              9.5000          .0000           .0000
    A                                11.5000           12             12
      180                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5167328                          10.3750         54,000.00        100
    CODY                LYNN         10.3750         52,427.26         ZZ
                                      9.8750            475.89         1
                                     16.0500            671.13         90
    SAINT LOUIS     MO    63114      15.5500       10/13/97
    0002048734                         .0000       11/17/97            00
    804768                             .0000       10/17/12            0
    0                                 6.1500       10/17/98        10/17/02
    Q72/W10                           5.6500       11/17/98        11/17/02
      45                             10.0500          .0000           .0000
    A                                12.0500           12             12
      180                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5187218                           6.7500        170,000.00        100
    REEVES              FRANKLIN      6.7500        159,065.56         ZZ
                                      6.3750          1,114.50         1
                                     11.7500          1,114.50         50
    ROSWELL         GA    30076      11.3750       08/03/99
    0010379097                         .0000       10/01/99            23
    0005056296                         .0000       09/01/28            0
    0                                 2.7500       09/01/03        09/01/03
1


    F32/J77                           2.3750       10/01/03        10/01/03
      45                              3.7500          .0000           .0000
    A                                 9.7500           12             12
      348                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              01          06/17/99
        .0000                           03             D           08/01/04
                                        O             .2500


    5187224                           6.3750        188,000.00        100
    BOURBEAU            PETER         6.3750        182,353.02         ZZ
                                      6.0000          1,172.88         1
                                     11.3750          1,172.88         80
    ATLANTA         GA    30305      11.0000       05/04/99
    0010379154                         .0000       07/01/99            00
    0005077110                         .0000       06/01/29            0
    0                                 2.7500       06/01/04        06/01/04
    F32/J77                           2.3750       07/01/04        07/01/04
      45                              3.3750          .0000           .0000
    A                                 9.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              01          07/01/00
        .0000                           08             N           06/01/04
                                        O             .2500


    5187225                           6.3750        250,000.00        100
    BIRKINSHAW          JEREMY        6.3750        242,491.09         ZZ
                                      6.0000          1,559.67         1
                                     11.3750          1,559.67         75
    ATLANTA         GA    30305      11.0000       05/06/99
    0010379162                         .0000       07/01/99            00
    0005080825                         .0000       06/01/29            0
    0                                 2.7500       06/01/04        06/01/04
    F32/J77                           2.3750       07/01/04        07/01/04
      45                              3.3750          .0000           .0000
    A                                 9.3750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          07/01/99
        .0000                           08             D           06/01/04
                                        O             .6250


    5187229                           6.7500        422,700.00        100
    GORMAN              RICHARD       6.7500        413,635.23         ZZ
                                      6.3750          2,792.37         1
                                     11.7500          2,792.37         90
    FAYETTEVILLE    GA    30215      11.3750       03/31/00
1


    0010379204                         .0000       05/01/00            23
    0055054689                         .0000       08/01/28            0
    0                                 2.7500       08/01/03        08/01/03
    F32/J77                           2.3750       09/01/03        09/01/03
      45                              3.7500          .0000           .0000
    A                                 9.7500           12             12
      340                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              01          05/17/99
        .0000                           05             D           03/01/05
                                        O             .2500


    5187235                           6.3750        267,600.00        100
    BIRK                RAINER        6.3750        262,859.60         ZZ
                                      6.0000          1,688.81         1
                                     11.3750          1,688.81         82
    FAYETTEVILLE    GA    30214      11.0000       06/30/00
    0010379261                         .0000       08/01/00            23
    0055063680                         .0000       07/01/29            0
    0                                 2.7500       07/01/04        07/01/04
    F32/J77                           2.3750       08/01/04        08/01/04
      45                              3.3750          .0000           .0000
    A                                 9.3750           12             12
      348                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              01          08/01/01
        .0000                           05             E           07/01/05
                                        O             .6250


    5187236                           6.3750        210,000.00        100
    CARTER              OLIVER        6.3750        206,279.91         ZZ
                                      6.0000          1,325.30         1
                                     11.3750          1,325.30         59
    ATLANTA         GA    30306      11.0000       06/27/00
    0010379279                         .0000       08/01/00            00
    0055068481                         .0000       07/01/29            0
    0                                 2.7500       07/01/04        07/01/04
    F32/J77                           2.3750       08/01/04        08/01/04
      45                              3.3750          .0000           .0000
    A                                 9.3750           12             12
      348                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              01          08/01/01
        .0000                           05             E           07/01/05
                                        O             .6250


    5187238                           6.3750        269,350.00        100
    CAIRNS              KAREN         6.3750        264,560.00         ZZ
1


                                      6.0000          1,699.85         1
                                     11.3750          1,699.85         80
    ATLANTA         GA    30306      11.0000       06/05/00
    0010379295                         .0000       08/01/00            00
    0055069166                         .0000       07/01/29            0
    0                                 2.7500       07/01/04        07/01/04
    F32/J77                           2.3750       08/01/04        08/01/04
      45                              3.3750          .0000           .0000
    A                                 9.3750           12             12
      348                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              01          04/17/00
        .0000                           05             D           06/01/05
                                        O             .6250


    5187244                           6.3750        348,500.00        100
    OVERTON             F             6.3750        342,326.57         ZZ
                                      6.0000          2,199.36         1
                                     11.3750          2,199.36         90
    KENNESAW        GA    30152      11.0000       06/30/00
    0010379352                         .0000       08/01/00            23
    0055115084                         .0000       07/01/29            0
    0                                 2.7500       07/01/04        07/01/04
    F32/J77                           2.3750       08/01/04        08/01/04
      45                              3.3750          .0000           .0000
    A                                 9.3750           12             12
      348                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5187246                           6.7500        268,000.00        100
    VANDENBERG          ARTHUR        6.7500        263,835.59         ZZ
                                      6.3750          1,756.97         1
                                     11.7500          1,756.97         59
    ATLANTA         GA    30307      11.3750       07/19/00
    0010379378                         .0000       09/01/00            00
    0055130893                         .0000       08/01/29            0
    0                                 2.7500       08/01/04        08/01/04
    F32/J77                           2.3750       09/01/04        09/01/04
      45                              3.7500          .0000           .0000
    A                                 9.7500           12             12
      348                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              01          09/01/01
        .0000                           05             D           08/01/05
                                        O             .6250
1




    5562674                          11.5000         41,500.00        100
    LACARA              DAVID        11.5000         40,986.65         ZZ
                                     11.0000            410.97         1
                                     18.5000            410.97         80
    WORTH TWP       MI    48450      18.0000       02/12/99
    11022295                         11.5000       04/01/99            00
    11022295                         11.0000       03/01/29            0
    0                                 5.8750       03/01/01        03/01/02
    Q72/W10                           5.3750       04/01/01        04/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       7.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5640917                           6.3750        500,000.00        100
    MCLOUD              TERRY         6.3750        491,633.73         ZZ
                                      6.1250          3,158.62         1
                                     11.3750          3,158.62         69
    BLUFFTON        SC    29910      11.1250       08/01/00
    161001809                          .0000       09/01/00            00
    161001809                          .0000       07/01/29            0
    0                                 3.2500       07/01/04        07/01/04
    926/926                           3.0000       08/01/04        08/01/04
      45                              3.2500          .0000           .0000
    A                                11.3750           12             12
      347                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           4              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    5640919                           7.0000        668,800.00        100
    CARB                STEVEN        7.0000        656,177.73         ZZ
                                      6.7500          4,468.08         1
                                     12.0000          4,468.08         82
    HILTON HEAD IS  SC    29926      11.7500       02/01/00
    161002005                          .0000       03/01/00            23
    161002005                          .0000       09/01/29            0
    0                                 3.2500       09/01/04        09/01/04
    926/926                           3.0000       10/01/04        10/01/04
      45                              3.2500          .0000           .0000
    A                                12.0000           12             12
      355                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           4              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    5661515                          11.1250         63,680.00        100
    ELKO                NANCY        11.1250         62,607.56         ZZ
                                     10.6250            547.11         1
                                     16.7500            610.57         80
    TAYLOR          MI    48180      16.2500       01/05/99
    11020595                          9.7500       03/01/99            00
    11020595                          9.2500       02/01/29            0
    0                                 5.3750       02/01/01        02/01/02
    Q72/W10                           4.8750       03/01/01        03/01/02
      45                              9.7500          .0000           .0000
    A                                12.7500           12             12
      360                               1            2.0000          2.0000
       7.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5661524                          10.7500         87,450.00        100
    DAVIS               CAROLYN      10.7500         86,192.34         ZZ
                                     10.2500            816.33         1
                                     17.7500            816.33         85
    PORT HURON TOW  MI    48060      17.2500       02/23/99
    11023144                         10.7500       04/01/99            04
    11023144                         10.2500       03/01/29           48
    0                                 5.8750       03/01/01        03/01/02
    Q72/W10                           5.3750       04/01/01        04/01/02
      45                             10.7500          .0000           .0000
    A                                12.7500           12             12
      360                               1            2.0000          2.0000
       7.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5661525                          11.7500        168,000.00        100
    FRANCHI             DEAN         11.7500        165,126.52         ZZ
                                     11.2500          1,695.81         1
                                     18.7500          1,695.81         80
    LIVONIA         MI    48154      18.2500       03/12/99
    11023588                         11.7500       05/01/99            00
    11023588                         11.2500       04/01/29            0
    0                                 6.8750       04/01/01        04/01/02
    Q72/W10                           6.3750       05/01/01        05/01/02
      45                             11.7500          .0000           .0000
    A                                14.7500           12             12
1


      360                               1            2.0000          2.0000
       7.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5661535                          11.8750        112,500.00        100
    GRIFFOR             JOAN         11.8750        111,336.85         ZZ
                                     11.3750          1,037.50         1
                                     17.6000          1,144.45         90
    ST CLAIR        MI    48079      17.1000       09/13/99
    11026221                         10.6000       11/01/99            00
    11026221                         10.1000       10/01/29            0
    0                                 5.7500       10/01/00        10/01/02
    Q72/W10                           5.2500       11/01/00        11/01/02
      45                             10.6000          .0000           .0000
    A                                12.6000           12             12
      360                               1            2.0000          2.0000
       7.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5661542                           9.7500        127,500.00        100
    TURNER              MICHAEL       9.7500        125,268.85         ZZ
                                      9.2500          1,095.42         1
                                     16.7500          1,097.57         85
    FT GRATIOT TWP  MI    48059      16.2500       11/16/98
    11026797                          9.7500       01/01/99            04
    11026797                          9.2500       12/01/28           48
    0                                 5.3750       12/01/00        12/01/02
    Q72/W10                           4.8750       01/01/01        01/01/03
      45                              9.7500          .0000           .0000
    A                                11.7500           12             12
      360                               1            2.0000          2.0000
       7.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    5661624                          10.2250         55,200.00        100
    DIXON               BRENDA       10.2250         54,582.97         ZZ
                                      9.7250            493.63         1
                                     17.2250            493.62         80
    LORIS           SC    29569      16.7250       11/19/99
    411026967                        10.2250       01/01/00            00
    411026967                         9.7250       12/01/29            0
    0                                 5.0000       12/01/01        12/01/02
1


    Q72/W10                           4.5000       01/01/02        01/01/03
      45                             10.2250          .0000           .0000
    A                                13.2250           12             12
      360                               1            2.0000          2.0000
       7.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635822                           5.8750        284,000.00        100
    WEINBERG            J             5.8750        193,562.04         ZZ
                                      5.5000          3,252.98         1
                                     18.5000          1,769.69         92
    BARNSTABLE      MA    02632      18.1250       07/23/84
    0000289763                         .0000       02/01/85            23
    0000289763                         .0000       01/01/15            0
    0                                 1.6000       08/01/85        08/01/02
    822/076                           1.2250       09/01/85        09/01/02
      45                               .0000          .0000           .0000
    A                                18.5000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635824                           7.1250        500,000.00        100
    SEPERANT            HORST         7.1250        390,949.68         ZZ
                                      6.7500          4,113.38         1
                                     15.2500          3,563.66         75
    SUDBURY         MA    01776      14.8750       09/17/86
    0000487353                         .0000       11/01/86            00
    0000487353                         .0000       10/01/16            0
    0                                 3.0000       10/01/87        10/01/02
    822/076                           2.6250       11/01/87        11/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635826                           7.2500        325,000.00        100
    STONE               JAMES         7.2500        251,261.07         ZZ
                                      6.8750          2,498.97         1
                                     14.5000          2,266.12         44
    NARRAGANSETT    RI    02882      14.1250       03/17/87
1


    0000734573                         .0000       05/01/87            00
    0000734573                         .0000       04/01/17            0
    0                                 2.5000       04/01/88        04/01/02
    822/076                           2.1250       05/01/88        05/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635832                           7.5000        980,000.00        100
    HOWE                MICHAEL       7.5000        951,230.83         ZZ
                                      7.1250          6,852.31         1
                                     11.5000          6,852.31         60
    NEWPORT         RI    02840      11.1250       12/16/98
    0001400833                         .0000       02/01/99            00
    0001400833                         .0000       01/01/29            0
    0                                 2.7500       01/01/04        01/01/04
    822/076                           2.3750       02/01/04        02/01/04
      45                              3.5000          .0000           .0000
    A                                11.5000           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635836                           7.5000        390,000.00        100
    HOBBS               H             7.5000        338,983.14         ZZ
                                      7.1250          2,465.07         1
                                     12.5000          2,716.30         75
    GLASTONBURY     CT    06073      12.1250       02/16/92
    0001477626                         .0000       04/01/92            00
    0001477626                         .0000       03/01/22            0
    0                                 2.6250       03/01/93        03/01/02
    822/076                           2.2500       04/01/93        04/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635842                           7.2500        290,400.00        100
    GERSON              STUART        7.2500        259,039.51         ZZ
1


                                      6.8750          1,449.93         1
                                     10.3750          1,987.77         87
    FAIRFIELD       CT    06490      10.0000       04/17/93
    0001497236                         .0000       06/01/93            14
    0001497236                         .0000       05/01/23           15
    0                                 2.7500       05/01/94        05/01/02
    822/076                           2.3750       06/01/94        06/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635846                           6.3750        375,000.00        100
    HOWLAND             JAY           6.3750        204,328.72         ZZ
                                      6.0000          3,743.93         1
                                     16.5000          3,141.87         28
    BOURNE (POCASS  MA    02532      16.1250       07/18/88
    0001726706                         .0000       09/01/88            00
    0001726706                         .0000       08/01/08            0
    0                                 2.7500       09/01/95        09/01/02
    822/076                           2.3750       10/01/95        10/01/02
      45                              7.5000          .0000           .0000
    A                                13.5000           12             12
      240                               1            3.0000          3.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635848                           7.1250        350,000.00        100
    LAWSON              ROGER         7.1250         36,189.61         ZZ
                                      6.7500          2,238.56         1
                                     13.0000            310.46         52
    SIMSBURY        CT    06070      12.6250       06/04/87
    0002055915                         .0000       08/01/88            00
    0002055915                         .0000       07/01/18            0
    0                                 2.7500       07/01/89        07/01/02
    822/076                           2.3750       08/01/89        08/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    6635850                           6.8750        402,500.00        100
    GODBOUT             GREGORY       6.8750        314,313.74         ZZ
                                      6.5000          2,677.85         1
                                     13.0000          2,733.72         68
    ESSEX           CT    06426      12.6250       08/17/87
    0002057475                         .0000       10/01/87            00
    0002057475                         .0000       09/01/17            0
    0                                 2.7500       09/01/88        09/01/02
    822/076                           2.3750       10/01/88        10/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635852                           7.0000        375,000.00        100
    BURNETT             GARY          7.0000        314,172.70         ZZ
                                      6.6250          2,099.89         1
                                     11.3750          2,414.72         66
    HENDERSON       NV    89014      11.0000       07/18/92
    0003143027                         .0000       09/01/92            00
    0003143027                         .0000       08/01/22            0
    0                                 2.7500       08/01/93        08/01/02
    822/X14                           2.3750       09/01/93        09/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6635854                           6.7500        450,000.00        100
    CIARLELLI           ROBERT        6.7500        399,556.85         ZZ
                                      6.3750          2,770.73         1
                                     12.2500          2,970.09         70
    OVERLAND PARK   KS    66209      11.8750       10/27/92
    0003750913                         .0000       01/01/93            00
    0003750913                         .0000       12/01/22            0
    0                                 2.7500       12/01/94        12/01/02
    822/X14                           2.3750       01/01/95        01/01/03
      45                              4.2500          .0000           .0000
    A                                 8.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6635856                           7.1250        304,200.00        100
    DUNLAP              THOMAS        7.1250        244,513.14         ZZ
                                      6.7500          2,179.33         1
                                     12.7500          2,108.77         90
    NORWALK         CT    06853      12.3750       04/17/88
    0003753626                         .0000       06/01/88            23
    0003753626                         .0000       05/01/18            0
    0                                 2.6250       05/01/89        05/01/02
    822/076                           2.2500       06/01/89        06/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635858                           7.2500        290,000.00        100
    GREEN               JAMES         7.2500        229,520.33         ZZ
                                      6.8750          2,077.60         1
                                     12.7500          2,006.64         70
    WEST HARTFORD   CT    06119      12.3750       02/16/88
    0003754986                         .0000       04/01/88            00
    0003754986                         .0000       03/01/18            0
    0                                 2.3750       03/01/89        03/01/02
    822/076                           2.0000       04/01/89        04/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635862                           6.6250        350,000.00        100
    WEISBROD            DAVID         6.6250        268,766.24         ZZ
                                      6.2500          2,691.20         1
                                     13.5000          2,367.47         55
    GREENWICH       CT    06830      13.1250       10/17/86
    0003757996                         .0000       12/01/86            00
    0003757996                         .0000       11/01/16            0
    0                                 2.3750       11/01/87        11/01/02
    822/076                           2.0000       12/01/87        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
1


      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635864                           8.7500        360,000.00        100
    ALOI                ARMAND        8.7500        301,504.23         ZZ
                                      8.3750          2,768.09         1
                                     14.5000          2,771.26         70
    NORTH HAVEN     CT    06473      14.1250       12/18/89
    0003759616                         .0000       02/01/90            00
    0003759616                         .0000       01/01/20            0
    0                                 2.6250       01/01/91        01/01/02
    822/076                           2.2500       02/01/91        02/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635866                           6.6260        365,000.00        100
    SCARELLA            JOSEPH        6.6260        280,205.60         ZZ
                                      6.2510          2,936.88         1
                                     14.0000          2,792.15         58
    WESTPORT        CT    06880      13.6250       10/17/86
    0003761186                         .0000       12/01/86            00
    0003761186                         .0000       11/01/16            0
    0                                 2.3750       11/01/87        11/01/02
    822/076                           2.0000       12/01/87        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635868                           5.8750        285,000.00        100
    BRENNER             JOSEPH        5.8750        235,468.80         ZZ
                                      5.5000          2,422.47         1
                                     15.6250          1,768.72         68
    WINDSOR         CT    06095      15.2500       11/17/89
    0003761926                         .0000       01/01/90            00
    0003761926                         .0000       12/01/19            0
    0                                 2.6250       12/01/92        12/01/04
1


    822/076                           2.2500       01/01/93        01/01/05
      45                              7.6250          .0000           .0000
    A                                11.6250           36             36
      360                               3            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635870                           7.1250        616,000.00        100
    NEWTON              JOHN          7.1250        474,844.37         ZZ
                                      6.7500          4,627.81         1
                                     13.2500          4,249.03         73
    DARIEN          CT    06820      12.8750       03/17/87
    0003764726                         .0000       05/01/87            00
    0003764726                         .0000       04/01/17            0
    0                                 2.3750       04/01/88        04/01/02
    822/076                           2.0000       05/01/88        05/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635872                           6.1250        304,500.00        100
    COHEN               ALEX          6.1250        207,497.20         ZZ
                                      5.7500          3,073.65         1
                                     17.7500          1,983.16         70
    GREENWICH       CT    06830      17.3750       05/17/84
    0003772016                        5.7500       07/01/84            00
    0003772016                        5.3750       06/01/14            0
    0                                 2.0000       06/01/85        06/01/02
    822/076                           1.6250       07/01/85        07/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
       6.0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635874                           6.7500        283,000.00        100
    FOX                 COREY         6.7500        228,075.25         ZZ
                                      6.3750          2,027.45         1
                                     13.7500          1,912.97         90
    WEST HARTFORD   CT    06117      13.3750       05/17/88
1


    0003773316                         .0000       07/01/88            23
    0003773316                         .0000       06/01/18            0
    0                                 2.6250       06/01/89        06/01/02
    822/076                           2.2500       07/01/89        07/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635876                           7.1250        285,400.00        100
    KOPS                W             7.1250        221,778.06         ZZ
                                      6.7500          2,044.65         1
                                     12.7500          1,917.84         90
    WESTPORT        CT    06880      12.3750       03/17/88
    0003774566                         .0000       05/01/88            10
    0003774566                         .0000       04/01/18           17
    0                                 2.3750       04/01/89        04/01/02
    822/076                           2.0000       05/01/89        05/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635878                           7.0000        344,000.00        100
    YRAGUEN             JUAN          7.0000        309,030.10         ZZ
                                      6.6250          1,617.62         1
                                      9.8750          2,301.09         80
    ROSEBURG        OR    97470       9.5000       09/24/93
    0003796503                         .0000       12/01/93            00
    0003796503                         .0000       11/01/23            0
    0                                 2.7500       11/01/94        11/01/02
    822/X14                           2.3750       12/01/94        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635884                           6.3750        543,000.00        100
    ALON                SHIMON        6.3750        494,394.38         ZZ
1


                                      6.0000          3,168.80         1
                                     11.7500          3,371.16         65
    BROOKLINE       MA    02146      11.3750       08/17/95
    0005018796                         .0000       10/01/95            00
    0005018796                         .0000       09/01/25            0
    0                                 2.7500       09/01/00        09/01/02
    822/076                           2.3750       10/01/00        10/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635900                           7.1250        460,000.00        100
    CAMERON             MICHAEL       7.1250        420,874.94         ZZ
                                      6.7500          3,099.11         1
                                     11.1250          3,099.11         74
    CONCORD         MA    01742      10.7500       09/17/95
    0005068806                         .0000       11/01/95            00
    0005068806                         .0000       10/01/25            0
    0                                 2.7500       10/01/02        10/01/02
    822/076                           2.3750       11/01/02        11/01/02
      45                              5.1250          .0000           .0000
    A                                 9.1250           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635914                           7.0000        288,000.00        100
    COOMBS              JULIETTE      7.0000        264,926.57         ZZ
                                      6.6250          2,088.20         1
                                     13.8750          1,945.26         80
    FOXBORO         MA    02035      13.5000       07/18/94
    0005095026                         .0000       09/01/94            00
    0005095026                         .0000       08/01/24            0
    0                                 2.7500       08/01/99        08/01/02
    822/076                           2.3750       09/01/99        09/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    6635920                           7.3750        350,000.00        100
    DALESSANDRO         ROBERT        7.3750        269,683.76         ZZ
                                      7.0000          2,417.36         1
                                     11.3750          2,417.36         61
    STERLING        MA    01564      11.0000       12/18/95
    0005106756                         .0000       02/01/96            00
    0005106756                         .0000       01/01/26            0
    0                                 2.7500       01/01/03        01/01/03
    822/076                           2.3750       02/01/03        02/01/03
      45                              5.3750          .0000           .0000
    A                                 9.3750           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635924                           6.7500        283,000.00        100
    DAVIDOVSKY          MARIO         6.7500        234,592.95         ZZ
                                      6.3750          1,835.53         1
                                     10.7500          1,835.53         57
    BOSTON          MA    02116      10.3750       03/17/96
    0005109436                         .0000       05/01/96            00
    0005109436                         .0000       04/01/26            0
    0                                 2.7500       04/01/03        04/01/03
    822/076                           2.3750       05/01/03        05/01/03
      45                              4.7500          .0000           .0000
    A                                 8.7500           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    6635930                           8.6250        517,500.00        100
    DRESS               LEONARD       8.6250        449,354.25         T
                                      8.2500          4,351.43         1
                                     15.5000          4,006.96         75
    FALMOUTH        MA    02540      15.1250       12/18/90
    0005128306                         .0000       02/01/91            00
    0005128306                         .0000       01/01/21            0
    0                                 2.7500       01/01/94        01/01/03
    822/076                           2.3750       02/01/94        02/01/03
      45                              6.5000          .0000           .0000
    A                                12.5000           36             36
      360                               3            3.0000          3.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    6635940                           6.8750        400,000.00        100
    ERICKSON            THOMAS        6.8750        367,614.25         ZZ
                                      6.5000          2,627.72         1
                                     10.8750          2,627.72         72
    BEVERLY         MA    01915      10.5000       08/17/95
    0005137816                         .0000       10/01/95            00
    0005137816                         .0000       09/01/25            0
    0                                 2.7500       09/01/02        09/01/02
    822/076                           2.3750       10/01/02        10/01/02
      45                              4.8750          .0000           .0000
    A                                 8.8750           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635946                           6.6250        460,000.00        100
    FARRAR              ROSS          6.6250        424,898.60         ZZ
                                      6.2500          2,945.43         2
                                     12.6250          2,958.45         84
    BROOKLINE       MA    02146      12.2500       09/17/95
    0005141566                         .0000       11/01/95            23
    0005141566                         .0000       10/01/25            0
    0                                 2.7500       10/01/00        10/01/02
    822/076                           2.3750       11/01/00        11/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635948                           6.5000        353,000.00        100
    FRISCO              CHRISTINE     6.5000        325,459.07         ZZ
                                      6.1250          2,231.20         1
                                     10.5000          2,231.20         95
    BOSTON          MA    02109      10.1250       12/18/95
    0005156856                         .0000       02/01/96            23
    0005156856                         .0000       01/01/26            0
    0                                 2.7500       01/01/03        01/01/03
    822/076                           2.3750       02/01/03        02/01/03
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
1


      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    6635960                           7.1250        305,000.00        100
    HAMILTON            ALFRED        7.1250        287,684.26         ZZ
                                      6.7500          1,902.80         1
                                     12.3750          2,068.96         73
    SOUTHBORO       MA    01772      12.0000       06/17/96
    0005186336                         .0000       08/01/96            00
    0005186336                         .0000       07/01/26            0
    0                                 2.7500       07/01/97        07/01/02
    822/076                           2.3750       08/01/97        08/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635968                           7.5000        788,900.00        100
    HICKS               PETER         7.5000        611,645.43         ZZ
                                      7.1250          7,290.21         1
                                     16.6250          5,262.91         70
    MILTON          MA    02186      16.2500       03/17/89
    0005197986                         .0000       05/01/89            00
    0005197986                         .0000       04/01/19            0
    0                                 2.7500       04/01/96        04/01/02
    822/076                           2.3750       05/01/96        05/01/02
      45                              7.6250          .0000           .0000
    A                                13.6250           36             36
      360                               3            3.0000          3.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635982                           7.2500        279,900.00        100
    KEARY               TIMOTHY       7.2500        263,233.45         ZZ
                                      6.8750          2,005.24         1
                                     13.7500          1,918.91         80
    NATICK          MA    01760      13.3750       04/17/96
    0005223526                         .0000       06/01/96            00
    0005223526                         .0000       05/01/26            0
    0                                 2.7500       05/01/01        05/01/02
1


    822/076                           2.3750       06/01/01        06/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6635988                           8.6250        281,700.00        100
    KOHN_JR             HARRY         8.6250        251,752.60         ZZ
                                      8.2500          2,016.19         1
                                     13.7400          2,165.77         90
    EAST FALMOUTH   MA    02536      13.3650       11/06/92
    0005233536                         .0000       01/01/93            23
    0005233536                         .0000       12/01/22            0
    0                                 2.7500       12/01/99        12/01/02
    822/076                           2.3750       01/01/00        01/01/03
      45                              5.7400          .0000           .0000
    A                                 9.7400           36             36
      360                               3            3.0000          3.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636000                           6.6250      1,450,000.00        100
    MARTIGNETTI         FERDINARD     6.6250      1,341,045.01         ZZ
                                      6.2500          9,284.51         1
                                     10.6250          9,284.51         82
    OSTERVILLE      MA    02655      10.2500       01/16/96
    0005273826                         .0000       03/01/96            23
    0005273826                         .0000       02/01/26            0
    0                                 2.7500       02/01/03        02/01/03
    822/076                           2.3750       03/01/03        03/01/03
      45                              4.6250          .0000           .0000
    A                                 8.6250           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636002                           8.6250        600,000.00        100
    MCCANCE             HENRY         8.6250        517,684.34         ZZ
                                      8.2500          4,773.87         1
                                     14.8750          4,640.53         55
    DOVER           MA    02030      14.5000       09/17/90
1


    0005279556                         .0000       11/01/90            00
    0005279556                         .0000       10/01/20            0
    0                                 2.7500       10/01/93        10/01/02
    822/076                           2.3750       11/01/93        11/01/02
      45                              5.8750          .0000           .0000
    A                                11.8750           36             36
      360                               3            3.0000          3.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636006                           6.7500        346,500.00        100
    MIKELS              JACK          6.7500        321,802.08         ZZ
                                      6.3750          2,247.39         1
                                     10.7500          2,247.39        100
    NATICK          MA    01760      10.3750       03/17/96
    0005294116                         .0000       05/01/96            23
    0005294116                         .0000       04/01/26            0
    0                                 2.7500       04/01/03        04/01/03
    822/076                           2.3750       05/01/03        05/01/03
      45                              4.7500          .0000           .0000
    A                                 8.7500           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636010                           6.2500        335,450.00        100
    MILNE               CHRISTOPH     6.2500        310,457.63         ZZ
                                      5.8750          2,065.42         1
                                     10.2500          2,065.42         73
    CONWAY          MA    01341       9.8750       05/17/96
    0005296156                         .0000       07/01/96            00
    0005296156                         .0000       06/01/26            0
    0                                 2.7500       06/01/03        06/01/03
    822/076                           2.3750       07/01/03        07/01/03
      45                              4.2500          .0000           .0000
    A                                 8.2500           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636022                           6.5000        442,000.00        100
    NOON                NICHOLAS      6.5000        409,255.56         ZZ
1


                                      6.1250          2,793.74         1
                                     10.5000          2,793.74         83
    COHASSET        MA    02025      10.1250       03/17/96
    0005316646                         .0000       05/01/96            23
    0005316646                         .0000       04/01/26            0
    0                                 2.7500       04/01/03        04/01/03
    822/076                           2.3750       05/01/03        05/01/03
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636028                           8.6250        300,000.00        100
    OGLETREE            CHARLES       8.6250        260,097.18         ZZ
                                      8.2500          2,577.47         1
                                     15.7500          2,379.73         90
    CAMBRIDGE       MA    02140      15.3750       10/02/89
    0005321966                         .0000       12/01/89            23
    0005321966                         .0000       11/01/19            0
    0                                 2.7500       11/01/94        11/01/04
    822/076                           2.3750       12/01/94        12/01/04
      45                              5.7500          .0000           .0000
    A                                13.7500           60             60
      360                               4            4.0000          4.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636032                           8.2500        730,000.00        100
    PERROTT             GODFREY       8.2500        457,935.93         ZZ
                                      7.8750          5,484.25         1
                                     12.2500          5,484.25         75
    BEVERLY         MA    01915      11.8750       06/17/96
    0005336536                         .0000       08/01/96            00
    0005336536                         .0000       07/01/26            0
    0                                 2.7500       07/01/03        07/01/03
    822/076                           2.3750       08/01/03        08/01/03
      45                              6.2500          .0000           .0000
    A                                10.2500           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    6636050                           8.5000        360,000.00        100
    RODRIGUES           RONALD        8.5000        336,275.63         ZZ
                                      8.1250          1,987.93         1
                                     11.2500          2,735.14         90
    WAREHAM         MA    02558      10.8750       01/16/96
    0005365076                         .0000       03/01/96            10
    0005365076                         .0000       02/01/26           25
    0                                 2.7500       02/01/97        02/01/02
    822/076                           2.3750       03/01/97        03/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636052                           7.6250        375,000.00        100
    ROHRER              MARK          7.6250        217,311.48         ZZ
                                      7.2500          2,868.72         1
                                     10.5000          3,280.50         55
    WESTWOOD        MA    02090      10.1250       02/15/94
    0005365826                         .0000       04/01/94            00
    0005365826                         .0000       03/01/09            0
    0                                 2.7500       03/01/95        03/01/02
    822/076                           2.3750       04/01/95        04/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      180                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636062                           6.5000        800,000.00        100
    SCHLAGER            ROBERT        6.5000        412,422.79         ZZ
                                      6.1250          5,056.54         1
                                     10.5000          5,056.54         66
    NEWTON          MA    02165      10.1250       02/16/96
    0005380616                         .0000       04/01/96            00
    0005380616                         .0000       03/01/26            0
    0                                 2.7500       03/01/03        03/01/03
    822/076                           2.3750       04/01/03        04/01/03
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636068                           7.3750        663,000.00        100
    SLATER              DAVID         7.3750        622,782.52         ZZ
                                      7.0000          4,579.18         1
                                     11.3750          4,579.18         39
    NEEDHAM         MA    02192      11.0000       07/18/96
    0005395756                         .0000       09/01/96            00
    0005395756                         .0000       08/01/26            0
    0                                 2.7500       08/01/03        08/01/03
    822/076                           2.3750       09/01/03        09/01/03
      45                              5.3750          .0000           .0000
    A                                 9.3750           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636070                           6.8750        615,000.00        100
    SLATER              JONATHAN      6.8750        571,426.04         ZZ
                                      6.5000          4,040.11         1
                                     10.8750          4,040.11         82
    BROOKLINE       MA    02146      10.5000       01/16/96
    0005395776                         .0000       03/01/96            23
    0005395776                         .0000       02/01/26            0
    0                                 2.7500       02/01/03        02/01/03
    822/076                           2.3750       03/01/03        03/01/03
      45                              4.8750          .0000           .0000
    A                                 8.8750           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636072                           7.5000        344,000.00        100
    STEPHENSON          GEORGE        7.5000        300,205.88         ZZ
                                      7.1250          2,062.46         1
                                     12.0000          2,401.37         80
    DOVER           MA    02030      11.6250       02/27/92
    0005407506                         .0000       05/01/92            00
    0005407506                         .0000       04/01/22            0
    0                                 2.7500       04/01/93        04/01/02
    822/076                           2.3750       05/01/93        05/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636076                           8.8750        490,500.00        100
    SUGARBAKER          DAVID         8.8750        435,646.49         ZZ
                                      8.5000          2,630.12         3
                                     10.9900          3,814.03         90
    BROOKLINE       MA    02146      10.6150       12/18/92
    0005411616                         .0000       02/01/93            23
    0005411616                         .0000       01/01/23            0
    0                                 2.7500       01/01/94        01/01/02
    822/076                           2.3750       02/01/94        02/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636080                           8.8750        475,000.00        100
    TANGNEY             EUGENE        8.8750        442,833.19         T
                                      8.5000          3,041.48         1
                                     12.6250          3,717.04         66
    BARNSTABLE      MA    02655      12.2500       12/18/95
    0005417556                         .0000       02/01/96            00
    0005417556                         .0000       01/01/26            0
    0                                 2.7500       01/01/99        01/01/02
    822/076                           2.3750       02/01/99        02/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636088                           7.6250        340,000.00        100
    VOKONAS             PANTEL        7.6250        318,007.60         T
                                      7.2500          2,406.50         1
                                     11.6250          2,406.50        105
    WEST HARWIC     MA    02671      11.2500       12/18/95
    0005437466                         .0000       02/01/96            23
    0005437466                         .0000       01/01/26            0
    0                                 2.7500       01/01/03        01/01/03
1


    822/076                           2.3750       02/01/03        02/01/03
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    6636090                           7.2500        315,000.00        100
    MEZA                RAFAEL        7.2500        270,007.74         ZZ
                                      6.8750          1,596.06         1
                                     10.5000          2,071.93         71
    PLEASANTON      CA    94566      10.1250       04/17/93
    0005461691                         .0000       06/01/93            00
    0005461691                         .0000       05/01/23            0
    0                                 2.7500       05/01/94        05/01/02
    822/X14                           2.3750       06/01/94        06/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636094                           7.8750        488,000.00        100
    FITZPATRICK         DENNIS        7.8750        469,580.64         ZZ
                                      7.5000          3,538.34         1
                                     13.8750          3,538.34         80
    LEVERETT        MA    01054      13.5000       12/18/97
    0005946152                         .0000       02/01/98            00
    0005946152                         .0000       01/01/28            0
    0                                 3.7500       01/01/03        01/01/03
    822/076                           3.3750       02/01/03        02/01/03
      45                              5.8750          .0000           .0000
    A                                 9.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636098                           7.1250        465,000.00        100
    BAUS                ROBERT        7.1250        431,561.64         T
                                      6.7500          3,132.79         1
                                     13.1250          3,152.73         78
    EMERALD ISLE    NC    28594      12.7500       06/21/95
1


    0010387251                         .0000       08/01/95            00
    0010387251                         .0000       07/01/25            0
    0                                 2.7500       07/01/98        07/01/02
    822/X14                           2.3750       08/01/98        08/01/02
      45                              5.1250          .0000           .0000
    A                                 9.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636100                           6.7500        500,000.00        100
    LAMIMAN             CRAIG         6.7500        461,791.63         ZZ
                                      6.3750          3,284.64         1
                                     11.8750          3,242.11         75
    BLOOMFIELD HIL  MI    48301      11.5000       11/01/95
    0015053496                         .0000       01/01/96            00
    0015053496                         .0000       12/01/25            0
    0                                 2.7500       12/01/00        12/01/02
    822/X14                           2.3750       01/01/01        01/01/03
      45                              4.8750          .0000           .0000
    A                                 8.8750           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636102                           7.0000        284,000.00        100
    FLAHERTY            PATRICK       7.0000        237,915.08         ZZ
                                      6.6250          2,440.00         1
                                     15.7500          1,958.56         80
    NEWINGTON       CT    06111      15.3750       07/18/89
    0026041711                         .0000       09/01/89            00
    0026041711                         .0000       08/01/19            0
    0                                 2.7500       08/01/90        08/01/02
    822/X14                           2.3750       09/01/90        09/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636104                           6.8750        530,000.00        100
    PATRUNO             ANNA          6.8750        478,053.38         ZZ
1


                                      6.5000          3,050.98         1
                                     11.6250          3,484.41         73
    BEDFORD         NY    10506      11.2500       05/19/94
    0050679227                         .0000       07/01/94            00
    0050679227                         .0000       06/01/24            0
    0                                 2.7500       06/01/97        06/01/02
    822/X14                           2.3750       07/01/97        07/01/02
      45                              3.6250          .0000           .0000
    A                                 7.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636106                           7.2500        295,000.00        100
    GAZOULEAS           JOHN          7.2500        273,132.61         ZZ
                                      6.8750          1,987.47         1
                                     13.1250          2,022.38         68
    SUGAR LAND      TX    77479      12.7500       04/13/95
    0050699029                         .0000       06/01/95            00
    0050699029                         .0000       05/01/25            0
    0                                 2.7500       05/01/98        05/01/02
    822/X14                           2.3750       06/01/98        06/01/02
      45                              5.1250          .0000           .0000
    A                                 9.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636108                           6.8750        283,500.00        100
    HAYAKAWA            MIKI          6.8750        261,827.88         ZZ
                                      6.5000          1,933.97         1
                                     13.2500          1,866.42         90
    PASADENA        CA    91103      12.8750       08/21/95
    0050701755                         .0000       10/01/95            14
    0050701755                         .0000       09/01/25           25
    0                                 2.7500       09/01/00        09/01/02
    822/X14                           2.3750       10/01/00        10/01/02
      45                              5.2500          .0000           .0000
    A                                 9.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    6636110                           6.8750        360,000.00        100
    NALLY               ROBERT        6.8750        332,075.42         ZZ
                                      6.5000          2,245.93         1
                                     12.3750          2,405.28         80
    EDGEWOOD        KY    41017      12.0000       09/17/94
    0053649607                         .0000       11/01/94            00
    0053649607                         .0000       10/01/24            0
    0                                 2.7500       10/01/95        10/01/02
    822/X14                           2.3750       11/01/95        11/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636112                           7.3750        319,000.00        100
    PEREZ               MIKE          7.3750        294,257.83         ZZ
                                      7.0000          2,340.71         1
                                     14.0000          2,232.83         76
    UPLAND          CA    91786      13.6250       06/21/94
    0053698959                         .0000       08/01/94            00
    0053698959                         .0000       07/01/24            0
    0                                 3.0000       07/01/97        07/01/02
    822/X14                           2.6250       08/01/97        08/01/02
      45                              6.0000          .0000           .0000
    A                                10.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636116                           7.0000        354,800.00        100
    SCHNEIDER-RUCINSKI  NOREEN        7.0000        328,589.38         ZZ
                                      6.6250          2,511.25         1
                                     13.6250          2,371.35         78
    SAN DIEGO       CA    92116      13.2500       07/18/95
    0054007044                         .0000       09/01/95            00
    0054007044                         .0000       08/01/25            0
    0                                 2.7500       08/01/00        08/01/02
    822/X14                           2.3750       09/01/00        09/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636118                           7.0000        302,400.00        100
    BEGGIATO            FABIO         7.0000        279,328.22         ZZ
                                      6.6250          2,166.44         1
                                     13.7500          2,018.60         90
    WASHINGTON      DC    20016      13.3750       07/17/95
    0054007219                         .0000       09/01/95            97
    0054007219                         .0000       08/01/25           25
    0                                 2.7500       08/01/00        08/01/02
    822/X14                           2.3750       09/01/00        09/01/02
      45                              2.7500          .0000           .0000
    A                                12.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636120                           6.5000        326,400.00        100
    BURTON              ROBERT        6.5000        309,435.13         ZZ
                                      6.1250          2,063.07         1
                                     12.5000          2,070.39         80
    HOUSTON         TX    77069      12.1250       06/07/97
    0054041424                         .0000       08/01/97            00
    0054041424                         .0000       07/01/27            0
    0                                 2.7500       08/01/00        08/01/02
    822/X14                           2.3750       09/01/00        09/01/02
      45                              4.5000          .0000           .0000
    A                                 8.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636122                           6.7500        612,000.00        100
    NOLAN               JAMES         6.7500        581,760.88         ZZ
                                      6.3750          3,969.42         1
                                     12.7500          3,969.42         72
    RIDGEFIELD      CT    06877      12.3750       02/12/98
    0054046801                         .0000       04/01/98            00
    0054046801                         .0000       03/01/28            0
    0                                 2.7500       03/01/03        03/01/03
    822/X14                           2.3750       04/01/03        04/01/03
      45                              2.7500          .0000           .0000
    A                                11.7500           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636124                           6.3750        350,000.00        100
    RIPLEY              JAMES         6.3750        328,552.11         ZZ
                                      6.0000          2,183.54         1
                                     12.3750          2,183.54         48
    OAKBROOK        IL    60521      12.0000       09/17/97
    0054049798                         .0000       11/01/97            00
    0054049798                         .0000       10/01/27            0
    0                                 2.7500       10/01/02        10/01/02
    822/X14                           2.3750       11/01/02        11/01/02
      45                              2.7500          .0000           .0000
    A                                11.3750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636126                           6.2500        340,000.00        100
    FOLEY               JOHN          6.2500        292,206.52         ZZ
                                      5.8750          2,093.44         1
                                     12.2500          2,093.44         76
    LITTLETON       CO    80122      11.8750       06/17/98
    0054059186                         .0000       08/01/98            00
    0054059186                         .0000       07/01/28            0
    0                                 2.7500       07/01/03        07/01/03
    822/X14                           2.3750       08/01/03        08/01/03
      45                              2.7500          .0000           .0000
    A                                11.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636128                           6.3750        352,000.00        100
    DEPOY               DAVID         6.3750        337,512.68         ZZ
                                      6.0000          2,196.02         1
                                     12.3750          2,196.02         78
    ALBUQUERQUE     NM    87122      12.0000       07/27/98
    0054059474                         .0000       09/01/98            00
    0054059474                         .0000       08/01/28            0
    0                                 2.7500       08/01/01        08/01/02
1


    822/X14                           2.3750       09/01/01        09/01/02
      45                              4.3750          .0000           .0000
    A                                 8.3750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636130                           6.8750        550,000.00        100
    ADRIAN              ALVARO        6.8750        511,945.53         ZZ
                                      6.5000          3,798.71         1
                                     13.3750          3,644.30         65
    MIAMI BEACH     FL    33139      13.0000       09/17/95
    0054810464                         .0000       11/01/95            00
    0054810464                         .0000       10/01/25            0
    0                                 2.7500       10/01/00        10/01/02
    822/X14                           2.3750       11/01/00        11/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636134                           7.8750        342,800.00        100
    BENNETT             BRUCE         7.8750        320,722.35         ZZ
                                      7.5000          2,485.54         1
                                     13.8750          2,485.54         80
    PALM HARBOR     FL    34685      13.5000       10/17/95
    0055086297                         .0000       12/01/95            00
    0055086297                         .0000       11/01/25            0
    0                                 2.7500       11/01/02        11/01/02
    822/X14                           2.3750       12/01/02        12/01/02
      45                              2.7500          .0000           .0000
    A                                12.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636136                           7.0000        650,000.00        100
    DRAGOTIS            DAVID         7.0000        605,665.25         ZZ
                                      6.6250          4,656.68         1
                                     13.7500          4,353.07         74
    MINNETONKA      MN    55305      13.3750       10/17/95
1


    0055192709                         .0000       12/01/95            00
    0055192709                         .0000       11/01/25            0
    0                                 2.7500       11/01/00        11/01/02
    822/X14                           2.3750       12/01/00        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636138                           6.6250        434,000.00        100
    WILLETT             MAUREEN       6.6250        411,711.78         ZZ
                                      6.2500          2,778.95         1
                                     12.6250          2,778.95         78
    BLOOMINGTON     IL    61704      12.2500       10/17/97
    0056944626                         .0000       12/01/97            00
    0056944626                         .0000       11/01/27            0
    0                                 2.7500       11/01/02        11/01/02
    822/X14                           2.3750       12/01/02        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636140                           7.1250        327,000.00        100
    RIZER               DANIEL        7.1250        310,653.15         ZZ
                                      6.7500          2,203.06         1
                                     13.1250          2,203.06         85
    NEWNAN          GA    30263      12.7500       06/17/97
    0057670957                         .0000       08/01/97            04
    0057670957                         .0000       07/01/27           12
    0                                 2.7500       07/01/04        07/01/04
    822/X14                           2.3750       08/01/04        08/01/04
      45                              2.7500          .0000           .0000
    A                                12.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636142                           6.8750        290,500.00        100
    RAM                 FAROKH        6.8750        275,523.65         ZZ
1


                                      6.5000          1,908.38         1
                                     12.8750          1,908.38         70
    MCLEAN          VA    22102      12.5000       07/18/97
    0057779670                         .0000       09/01/97            00
    0057779670                         .0000       08/01/27            0
    0                                 2.7500       08/01/04        08/01/04
    822/X14                           2.3750       09/01/04        09/01/04
      45                              2.7500          .0000           .0000
    A                                11.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636144                           6.6250        369,600.00        100
    MULTHAUP            ROBERT        6.6250        350,760.53         ZZ
                                      6.2500          2,366.59         1
                                     12.6250          2,366.59         80
    CINCINNATI      OH    45255      12.2500       09/17/97
    0058508578                         .0000       11/01/97            00
    0058508578                         .0000       10/01/27            0
    0                                 2.7500       10/01/02        10/01/02
    822/X14                           2.3750       11/01/02        11/01/02
      45                              2.7500          .0000           .0000
    A                                11.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636146                           6.7500        310,000.00        100
    STEFFEN             DAEHN         6.7500        296,336.16         ZZ
                                      6.3750          2,010.65         1
                                      8.7500          2,010.65         81
    BRENTWOOD       TN    37027       8.3750       02/15/98
    0059066420                         .0000       04/01/98            23
    0059066420                         .0000       03/01/28            0
    0                                 2.7500       03/01/03        03/01/03
    822/X14                           2.3750       04/01/03        04/01/03
      45                              2.7500          .0000           .0000
    A                                11.7500           12             12
      360                               1            2.0000          2.0000
       2.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000
1




    6636150                           7.1250        352,000.00        100
    HELLMAN             THOMAS        7.1250        311,083.95         ZZ
                                      6.7500          2,371.49         1
                                     13.1250          2,371.49         60
    APPLETON        WI    54915      12.7500       04/10/98
    0059398020                         .0000       06/01/98            00
    0059398020                         .0000       05/01/28            0
    0                                 2.7500       05/01/03        05/01/03
    822/X14                           2.3750       06/01/03        06/01/03
      45                              2.7500          .0000           .0000
    A                                12.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636152                           7.0000        418,000.00        100
    JOSHI               SEWA          7.0000        401,747.02         ZZ
                                      6.6250          2,780.96         1
                                     13.0000          2,780.96         51
    ROCKVILLE       MD    20850      12.6250       05/15/98
    0059578028                         .0000       07/01/98            00
    0059578028                         .0000       06/01/28            0
    0                                 2.7500       06/01/03        06/01/03
    822/X14                           2.3750       07/01/03        07/01/03
      45                              5.0000          .0000           .0000
    A                                 9.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636154                           7.1250        460,000.00        100
    ANANTHA             BALAKRISH     7.1250        444,457.50         ZZ
                                      6.7500          2,945.43         1
                                     12.6250          3,109.44         66
    FREMONT         CA    94555      12.2500       06/05/98
    0059617455                         .0000       08/01/98            00
    0059617455                         .0000       07/01/28            0
    0                                 2.7500       07/01/99        07/01/02
    822/X14                           2.3750       08/01/99        08/01/02
      45                              4.6250          .0000           .0000
    A                                 8.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           2              01          07/01/99
        .0000                           05             E           07/01/03
                                        O             .6250


    6636156                           9.0000        650,000.00        100
    BILZERIAN           ALAN          9.0000        536,143.11         ZZ
                                      8.6250          5,945.81         2
                                     16.5000          5,129.94         44
    WEST TISBURY    MA    02575      16.1250       12/28/88
    0061350361                        4.5000       02/01/89            00
    0061350361                        4.1250       01/01/19            0
    0                                 2.8750       01/01/92        01/01/02
    822/X14                           2.5000       02/01/92        02/01/02
      45                              8.5000          .0000           .0000
    A                                12.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
       6.0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    6636158                           7.2500        649,950.00        100
    NEY                 JAMES         7.2500        631,855.16         ZZ
                                      6.8750          4,433.80         1
                                     13.2500          4,433.80         75
    OLATHE          KS    66061      12.8750       03/17/99
    0064211448                         .0000       05/01/99            00
    0064211448                         .0000       04/01/29            0
    0                                 2.7500       04/01/04        04/01/04
    822/X14                           2.3750       05/01/04        05/01/04
      45                              2.7500          .0000           .0000
    A                                12.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636160                           7.2500        360,000.00        100
    VRABEL              STEPHEN       7.2500        350,457.23         ZZ
                                      6.8750          2,455.83         1
                                     13.2500          2,455.83         57
    PARKLAND        FL    33067      12.8750       04/17/99
    0064256885                         .0000       06/01/99            00
    0064256885                         .0000       05/01/29            0
    0                                 2.7500       05/01/06        05/01/06
    822/X14                           2.3750       06/01/06        06/01/06
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636162                           7.7500        276,000.00        100
    WILCOX              MICHAEL       7.7500        172,596.24         ZZ
                                      7.3750          2,435.65         1
                                     16.0000          1,514.10         80
    AMHERST         MA    01002      15.6250       02/03/89
    0070100187                         .0000       04/01/89            00
    0070100187                         .0000       03/01/19            0
    0                                 2.8750       03/01/92        03/01/02
    822/X14                           2.5000       04/01/92        04/01/02
      45                              8.0000          .0000           .0000
    A                                12.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636164                           7.1250        400,000.00        100
    ZALEZNIK            IRA           7.1250        358,024.50         ZZ
                                      6.7500          1,967.76         1
                                     10.2500          2,710.86         73
    LEXINGTON       MA    02173       9.8750       05/28/93
    0070606076                         .0000       08/01/93            00
    0070606076                         .0000       07/01/23            0
    0                                 2.7500       07/01/94        07/01/02
    822/X14                           2.3750       08/01/94        08/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636166                           7.2500        300,000.00        100
    HANDLEY             STEPHEN       7.2500        261,575.08         ZZ
                                      6.8750          1,995.91         1
                                     13.0000          1,940.58         69
    SEATTLE         WA    98199      12.6250       04/21/95
    0200890244                         .0000       06/01/95            00
    0200890244                         .0000       05/01/25            0
    0                                 2.7500       05/01/98        05/01/02
1


    822/X14                           2.3750       06/01/98        06/01/02
      45                              5.0000          .0000           .0000
    A                                 9.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636168                           8.8750        300,000.00        100
    RICHARD             JAMES         8.8750         83,730.97         ZZ
                                      8.5000          2,175.21         1
                                     13.8750            930.32         63
    CANTON          CT    06019      13.5000       12/02/87
    0201223344                         .0000       02/01/88            00
    0201223344                         .0000       01/01/18            0
    0                                 2.7500       01/01/89        01/01/02
    822/X14                           2.3750       02/01/89        02/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              01          01/01/89
        .0000                           05             0           01/01/94
                                        N             .0000


    6636170                           7.5000        330,000.00        100
    MICCI               ROBERT        7.5000        259,785.28         ZZ
                                      7.1250          2,392.73         1
                                     13.8750          2,304.76         59
    CHELMSFORD      MA    01824      13.5000       03/17/88
    0201224440                         .0000       05/01/88            00
    0201224440                         .0000       04/01/18            0
    0                                 2.7500       04/01/89        04/01/02
    822/X14                           2.3750       05/01/89        05/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636172                           6.8750        294,000.00        100
    HELMING_III         F             6.8750        233,613.48         ZZ
                                      6.5000          2,080.91         1
                                     13.6250          2,026.95         73
    ACTON           MA    01720      13.2500       09/09/87
1


    0201225135                         .0000       10/01/87            00
    0201225135                         .0000       09/01/17            0
    0                                 2.7500       09/01/88        09/01/02
    822/X14                           2.3750       10/01/88        10/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636174                           7.2500        360,000.00        100
    ZIMMERMAN           NEAL          7.2500        297,395.79         ZZ
                                      6.8750          2,929.08         1
                                     15.1250          2,509.33         89
    WOODBURY        CT    06798      14.7500       04/13/89
    0201225805                         .0000       06/01/89            23
    0201225805                         .0000       05/01/19            0
    0                                 2.7500       05/01/90        05/01/02
    822/X14                           2.3750       06/01/90        06/01/02
      45                              7.1250          .0000           .0000
    A                                11.1250           12             12
      360                               1            6.0000          6.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636176                           8.8750        455,000.00        100
    GRAHAM              HAMPTON       8.8750        197,595.59         ZZ
                                      8.5000          3,220.47         1
                                     13.6250          1,968.03         80
    DARIEN          CT    06820      13.2500       12/18/87
    0201226710                         .0000       02/01/88            00
    0201226710                         .0000       01/01/18            0
    0                                 2.7500       01/01/89        01/01/02
    822/X14                           2.3750       02/01/89        02/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636178                           8.5000        300,000.00        100
    WANG                STEVEN        8.5000        238,524.13         ZZ
1


                                      8.1250          2,227.50         1
                                     12.1250          2,265.66         65
    ANDOVER         MA    01810      11.7500       02/03/88
    0201229788                         .0000       03/01/88            00
    0201229788                         .0000       02/01/18            0
    0                                 2.7500       02/01/89        02/01/02
    822/X14                           2.3750       03/01/89        03/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       4.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636180                           6.8750        350,000.00        100
    MEAKIN              THOMAS        6.8750         88,263.09         ZZ
                                      6.5000          2,911.13         1
                                     15.3750            723.73         73
    BARRINGTON      RI    02806      15.0000       05/17/89
    0201233622                         .0000       07/01/89            00
    0201233622                         .0000       06/01/19            0
    0                                 2.7500       06/01/90        06/01/02
    822/X14                           2.3750       07/01/90        07/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636182                           7.0000        368,650.00        100
    DESATNICK           ALLEN         7.0000        302,118.16         ZZ
                                      6.6250          2,867.32         1
                                     14.6250          2,543.29         69
    MARBLEHEAD      MA    01945      14.2500       10/17/88
    0201234252                         .0000       12/01/88            00
    0201234252                         .0000       11/01/18            0
    0                                 2.7500       11/01/89        11/01/02
    822/X14                           2.3750       12/01/89        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    6636184                           7.0000        280,000.00        100
    CONWAY              BRIAN         7.0000        233,962.47         ZZ
                                      6.6250          2,242.88         1
                                     14.9500          1,926.02         78
    CAMBRIDGE       MA    02139      14.5750       07/18/89
    0201236564                         .0000       09/01/89            00
    0201236564                         .0000       08/01/19            0
    0                                 2.7500       08/01/90        08/01/02
    822/X14                           2.3750       09/01/90        09/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636186                           7.6250        365,000.00        100
    KYLES               JOHN          7.6250        313,763.28         ZZ
                                      7.2500          2,583.45         1
                                     13.6250          2,589.36         63
    NEW CANAAN      CT    06840      13.2500       03/17/91
    0201241779                         .0000       05/01/91            00
    0201241779                         .0000       04/01/21            0
    0                                 2.8750       04/01/92        04/01/02
    822/X14                           2.5000       05/01/92        05/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636188                           7.5000        296,000.00        100
    QUINLAN             RAYMOND       7.5000        249,084.38         ZZ
                                      7.1250          2,435.14         1
                                     15.2500          2,086.63        100
    WEST HYANNISPO  MA    02647      14.8750       03/17/90
    0201262172                        3.2500       05/01/90            23
    0201262172                        2.8750       04/01/20            0
    0                                 2.7500       04/01/91        04/01/02
    822/X14                           2.3750       05/01/91        05/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


       6.0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    6636190                           9.3750        475,000.00        100
    ROTUNNO             GEORGE        9.3750        383,847.69         ZZ
                                      9.0000          3,568.51         1
                                       .0000          3,858.02         52
    STAMFORD        CT    06902        .0000       12/18/87
    0201264112                         .0000       02/01/88            00
    0201264112                         .0000       01/01/18            0
    0                                 3.2500       01/01/89        01/01/02
    822/X14                           2.8750       02/01/89        02/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
        .0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    6636192                           6.8750        350,000.00        100
    ALDRIDGE            PETER         6.8750        278,917.46         ZZ
                                      6.5000          2,537.75         1
                                     13.8750          2,412.95         39
    OLD LYME        CT    06371      13.5000       09/30/87
    0201264866                        1.8750       11/01/87            00
    0201264866                        1.5000       10/01/17            0
    0                                 2.7500       10/01/88        10/01/02
    822/X14                           2.3750       11/01/88        11/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
       6.0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    6636194                           7.2500        480,000.00        100
    BROPHY              JOSEPH        7.2500        315,509.25         ZZ
                                      6.8750          2,687.87         1
                                     11.3750          2,462.38         60
    SUNAPEE         NH    03782      11.0000       06/17/92
    0201267708                         .0000       08/01/92            00
    0201267708                         .0000       07/01/22            0
    0                                 2.8750       07/01/93        07/01/02
    822/X14                           2.5000       08/01/93        08/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              01          07/01/93
        .0000                           05             E           07/01/97
                                        O             .8750


    6636196                           7.0000        620,000.00        100
    GIESE               BRENT         7.0000        569,190.19         ZZ
                                      6.6250          4,603.49         1
                                     14.1250          4,192.05         80
    WESTPORT        CT    06880      13.7500       06/01/94
    0201302647                         .0000       07/01/94            00
    0201302647                         .0000       06/01/24            0
    0                                 2.8750       06/01/01        06/01/02
    822/X14                           2.5000       07/01/01        07/01/02
      45                              6.1250          .0000           .0000
    A                                10.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636198                           7.7500        350,000.00        100
    WUNDER              ARTHUR        7.7500        314,522.56         ZZ
                                      7.3750          2,299.26         1
                                     12.8750          2,475.00         87
    BREWSTER        MA    02631      12.5000       02/04/94
    0201306313                         .0000       04/01/94            23
    0201306313                         .0000       03/01/24            0
    0                                 2.8750       03/01/01        03/01/02
    822/X14                           2.5000       04/01/01        04/01/02
      45                              4.8750          .0000           .0000
    A                                 8.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636200                           7.7500        348,500.00        100
    SCHOENBAUM          MITCHELL      7.7500        309,555.89         ZZ
                                      7.3750          2,377.38         1
                                     13.2500          2,418.15         78
    SOUTH ORANGE    NJ    07079      12.8750       03/01/95
    0201311706                         .0000       04/01/95            00
    0201311706                         .0000       03/01/25            0
    0                                 2.8750       03/01/96        03/01/02
1


    822/X14                           2.5000       04/01/96        04/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636202                           7.7500        416,250.00        100
    MARTON              KATI          7.7500        386,414.37         T
                                      7.3750          2,630.98         1
                                     12.5000          2,988.83         75
    BRIDGEHAMPTON   NY    11932      12.1250       03/17/95
    0201311793                         .0000       05/01/95            00
    0201311793                         .0000       04/01/25            0
    0                                 3.0000       04/01/96        04/01/02
    822/X14                           2.6250       05/01/96        05/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636204                           7.1250        650,000.00        100
    CLAFFEE             JAMES         7.1250        455,012.17         ZZ
                                      6.7500          4,489.39         1
                                     13.3750          3,386.46         75
    FARMINGTON      CT    06032      13.0000       05/03/94
    0201330169                         .0000       07/01/94            00
    0201330169                         .0000       06/01/24            0
    0                                 3.0000       06/01/01        06/01/02
    822/X14                           2.6250       07/01/01        07/01/02
      45                              5.3750          .0000           .0000
    A                                 9.3750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636206                           6.6250        655,000.00        100
    SCHNITMAN           PAUL          6.6250        598,706.47         ZZ
                                      6.2500          4,579.86         1
                                     13.5000          4,251.01         63
    WELLESLEY       MA    02181      13.1250       08/11/94
1


    0201340900                         .0000       10/01/94            00
    0201340900                         .0000       09/01/24            0
    0                                 3.0000       09/01/01        09/01/02
    822/X14                           2.6250       10/01/01        10/01/02
      45                              5.5000          .0000           .0000
    A                                 9.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636208                           7.7500        390,000.00        100
    GREENE              JOHN          7.7500        341,363.00         ZZ
                                      7.3750          2,465.07         1
                                     12.5000          2,789.57         90
    MILFORD         CT    06460      12.1250       02/16/92
    0201353683                         .0000       04/01/92            23
    0201353683                         .0000       03/01/22            0
    0                                 2.8750       03/01/93        03/01/02
    822/X14                           2.5000       04/01/93        04/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636210                           6.0600        300,000.00        100
    GLAUBER             ROBERT        6.0600        183,059.79         ZZ
                                      5.6850          2,517.59         1
                                       .0000          2,102.45         30
    BROOKLINE       MA    02146        .0000       07/01/86
    0201360786                         .0000       08/01/86            00
    0201360786                         .0000       07/01/11            0
    0                                 1.7000       09/01/89        09/01/02
    822/X14                           1.3250       10/01/89        10/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           36             36
      300                               3             .0000           .0000
        .0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636212                           7.1250        400,000.00        100
    MAGGIO              PETER         7.1250        282,559.77         ZZ
1


                                      6.7500          3,218.50         1
                                     15.0000          2,506.05         88
    WINDHAM         NH    03087      14.6250       06/17/87
    0201362179                        3.0000       08/01/87            23
    0201362179                        2.6250       07/01/17            0
    0                                 2.7500       07/01/88        07/01/02
    822/X14                           2.3750       08/01/88        08/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
       6.0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636214                           9.3750        400,000.00        100
    CRAWFORD            DON           9.3750        333,636.62         ZZ
                                      9.0000          3,621.63         2
                                     16.3750          3,269.78         54
    BOSTON          MA    02118      16.0000       12/18/88
    0201377009                         .0000       02/01/89            00
    0201377009                         .0000       01/01/19            0
    0                                 3.2500       01/01/90        01/01/02
    822/X14                           2.8750       02/01/90        02/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636216                           6.8750        480,000.00        100
    THULIN              DONALD        6.8750        380,132.21         T
                                      6.5000          3,690.79         1
                                     14.5000          3,086.87         80
    ORLEANS         MA    02653      14.1250       09/17/89
    0201377025                         .0000       11/01/89            00
    0201377025                         .0000       10/01/19            0
    0                                 2.7500       10/01/90        10/01/02
    822/X14                           2.3750       11/01/90        11/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    6636218                           7.6250        485,000.00        100
    AVRATIN             MICHAEL       7.6250        399,541.30         T
                                      7.2500          4,481.88         1
                                     16.6250          3,475.41        100
    FT LAUDERDALE   FL    33301      16.2500       03/01/89
    0201377041                         .0000       04/01/89            23
    0201377041                         .0000       03/01/19            0
    0                                 2.7500       03/01/90        03/01/02
    822/X14                           2.3750       04/01/90        04/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              01          03/01/90
        .0000                           05             E           03/01/94
                                        O             .8800


    6636220                           7.5000        660,000.00        100
    GOLDLUST            JERRY         7.5000        544,258.13         ZZ
                                      7.1250          5,975.69         1
                                     16.3750          4,683.08         80
    GLOUCESTER      MA    01930      16.0000       03/17/89
    0201377083                         .0000       05/01/89            00
    0201377083                         .0000       04/01/19            0
    0                                 2.7500       04/01/90        04/01/02
    822/X14                           2.3750       05/01/90        05/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    6636222                           7.1250        300,000.00        100
    PROSSER             JOHN          7.1250        246,733.67         ZZ
                                      6.7500          2,577.47         1
                                     15.7500          2,100.20         65
    BIDDEFORD POOL  ME    04006      15.3750       09/16/88
    0201378260                        3.7500       11/01/88            00
    0201378260                        3.3750       10/01/18            0
    0                                 3.0000       10/01/91        10/01/02
    822/X14                           2.6250       11/01/91        11/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


       6.0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636224                           7.0000        580,800.00        100
    NILOFF              JONATHAN      7.0000        109,155.36         ZZ
                                      6.6250          5,425.43         1
                                     13.6250          3,645.93         80
    NEWTON          MA    02165      13.2500       08/17/89
    0201378846                         .0000       10/01/89            00
    0201378846                         .0000       09/01/04            0
    0                                 2.8750       09/01/90        09/01/02
    822/X14                           2.5000       10/01/90        10/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      180                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636228                           9.1250        300,000.00        100
    RINDO               MICHAEL       9.1250        248,116.93         ZZ
                                      8.7500          2,360.10         1
                                     14.7500          2,393.17         84
    TYNGSBORO       MA    01879      14.3750       12/18/88
    0201383608                         .0000       02/01/89            23
    0201383608                         .0000       01/01/19            0
    0                                 3.0000       01/01/90        01/01/02
    822/X14                           2.6250       02/01/90        02/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           01             0           00/00/00
                                        N             .0000


    6636230                           6.8750      1,000,000.00        100
    BOTTONE_MD          ROBERT        6.8750        929,345.69         ZZ
                                      6.5000          6,569.29         1
                                     12.8750          6,597.39         61
    NEW CANAAN      CT    06840      12.5000       11/17/95
    0201406611                         .0000       01/01/96            00
    0201406611                         .0000       12/01/25            0
    0                                 2.8750       12/01/00        12/01/02
    822/X14                           2.5000       01/01/01        01/01/03
      45                              4.8750          .0000           .0000
    A                                 8.8750           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    6636232                           7.0000        500,000.00        100
    LORING              ARTHUR        7.0000        183,346.13         ZZ
                                      6.6250          2,957.69         1
                                     11.8750          1,502.06         36
    BOSTON          MA    02116      11.5000       09/17/95
    0201416915                         .0000       11/01/95            00
    0201416915                         .0000       10/01/25            0
    0                                 2.8750       10/01/96        10/01/02
    822/X14                           2.5000       11/01/96        11/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000


    6636234                           7.2500      1,000,000.00        100
    VONA                GRACE         7.2500        903,037.97         ZZ
                                      6.8750          5,216.48         1
                                     10.7500          6,896.17         59
    NEW CANAAN      CT    06840      10.3750       07/18/93
    0201439468                         .0000       09/01/93            00
    0201439468                         .0000       08/01/23            0
    0                                 3.0000       08/01/94        08/01/02
    822/X14                           2.6250       09/01/94        09/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636238                           7.6250        292,000.00        100
    HILL                AMANDA        7.6250        237,203.67         ZZ
                                      7.2500          1,797.90         1
                                     12.2500          1,878.41         80
    LINCOLN         MA    01773      11.8750       03/17/93
    0201472140                         .0000       05/01/93            00
    0201472140                         .0000       04/01/23            0
    0                                 2.8750       04/01/94        04/01/02
1


    822/X14                           2.5000       05/01/94        05/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636240                           7.0000        400,000.00        100
    CARAVELLA           DAVID         7.0000        316,694.98         ZZ
                                      6.6250          2,594.40         1
                                     13.7500          2,778.23         84
    STAMFORD        CT    06902      13.3750       07/18/87
    0201513517                         .0000       09/01/87            23
    0201513517                         .0000       08/01/17            0
    0                                 2.7500       08/01/88        08/01/02
    822/X14                           2.3750       09/01/88        09/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       7.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636242                           7.1250        385,000.00        100
    REYNOLDS            MARK          7.1250        324,164.20         ZZ
                                      6.7500          2,892.38         1
                                     14.2500          2,653.01         64
    WESTPORT        CT    06880      13.8750       06/17/90
    0201517474                         .0000       08/01/90            00
    0201517474                         .0000       07/01/20            0
    0                                 2.7500       07/01/91        07/01/02
    822/X14                           2.3750       08/01/91        08/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636244                           7.5000        350,000.00        100
    MARULLO             ROBERT        7.5000        280,540.96         ZZ
                                      7.1250          2,691.20         1
                                     14.5000          2,486.65         77
    COS COB         CT    06807      14.1250       03/17/88
1


    0201527684                         .0000       05/01/88            00
    0201527684                         .0000       04/01/18            0
    0                                 2.7500       04/01/89        04/01/02
    822/X14                           2.3750       05/01/89        05/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    6636246                           6.8750        355,000.00        100
    FINKEL              GARY          6.8750        281,258.15         ZZ
                                      6.5000          2,302.53         1
                                     12.7500          2,440.34         64
    STAMFORD        CT    06902      12.3750       08/17/87
    0201529080                         .0000       10/01/87            00
    0201529080                         .0000       09/01/17            0
    0                                 2.7500       09/01/88        09/01/02
    822/X14                           2.3750       10/01/88        10/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636248                           7.6250        400,000.00        100
    ADAJIAN             JOSEPH        7.6250        232,473.49         ZZ
                                      7.2500          2,627.71         1
                                     12.8750          2,061.71         79
    SOUTHPORT       CT    06490      12.5000       06/15/88
    0201533733                         .8750       08/01/88            00
    0201533733                         .5000       07/01/18            0
    0                                 2.5000       01/01/89        01/01/02
    822/X14                           2.1250       02/01/89        02/01/02
      45                              5.8750          .0000           .0000
    A                                 7.8750            6              6
      360                               1            1.0000          1.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
       6.0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636250                           6.1250      1,000,000.00        100
    BREAULT             ROBERT        6.1250        729,222.65         ZZ
1


                                      5.7500          8,046.23         1
                                     14.0000          6,524.22        100
    OSTERVILLE      MA    02655      13.6250       09/17/85
    0201540399                         .0000       11/01/85            23
    0201540399                         .0000       10/01/15            0
    0                                 2.0000       10/01/86        10/01/02
    822/X14                           1.6250       11/01/86        11/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        N             .0000


    6636252                           7.5000        280,000.00        100
    D'ADDARIO           LAWRENCE      7.5000        232,729.74         T
                                      7.1250          2,666.51         1
                                     17.0000          2,026.69         80
    QUECHEE         VT    05059      16.6250       10/07/88
    0201545747                         .0000       12/01/88            00
    0201545747                         .0000       11/01/18            0
    0                                 3.2500       11/01/89        11/01/02
    822/X14                           2.8750       12/01/89        12/01/02
      45                              9.0000          .0000           .0000
    A                                13.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636254                           6.7500        300,000.00        100
    GIANCOLA            DAVID         6.7500        152,142.70         ZZ
                                      6.3750          2,451.25         1
                                     11.5000          2,605.10         80
    HOLLISTON       MA    01746      11.1250       10/17/92
    0201608215                         .0000       12/01/92            00
    0201608215                         .0000       11/01/07            0
    0                                 2.5000       11/01/93        11/01/02
    822/X14                           2.1250       12/01/93        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      180                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    6636256                           5.7500        500,000.00        100
    BAYNE JR            ROBERT        5.7500        204,283.07         ZZ
                                      5.3750          3,933.51         1
                                     14.7500          1,702.37         69
    NEW CANAAN      CT    06840      14.3750       10/08/86
    0201631907                         .0000       12/01/86            00
    0201631907                         .0000       11/01/16            0
    0                                 2.2500       11/01/89        11/01/04
    822/X14                           1.8750       12/01/89        12/01/04
      45                               .0000          .0000           .0000
    A                                  .0000           36             36
      360                               3            3.0000          3.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636258                           8.5000        440,000.00        100
    GULIN               STANLEY       8.5000        362,098.08         ZZ
                                      8.1250          3,540.34         1
                                     15.0000          3,346.77         80
    WESTPORT        CT    06880      14.6250       01/15/89
    0201632825                         .0000       03/01/89            00
    0201632825                         .0000       02/01/19            0
    0                                 2.7500       02/01/90        02/01/02
    822/X14                           2.3750       03/01/90        03/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636260                           7.1250        280,000.00        100
    KAHANA              SILVYAN       7.1250        201,759.65         ZZ
                                      6.7500          2,278.18         1
                                     15.1250          1,689.86         80
    EAST MEADOW     NY    11554      14.7500       06/08/89
    0201633031                         .0000       08/01/89            00
    0201633031                         .0000       07/01/19            0
    0                                 2.7500       07/01/90        07/01/02
    822/X14                           2.3750       08/01/90        08/01/02
      45                              7.1250          .0000           .0000
    A                                11.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636262                           6.7000        280,000.00        100
    DONOVAN             DANIEL        6.7000        228,889.42         ZZ
                                      6.3250          1,981.83         1
                                     14.0000          1,863.15         80
    EASTON          CT    06612      13.6250       03/13/89
    0201633167                        5.0000       05/01/89            00
    0201633167                        4.6250       04/01/19            0
    0                                 2.5000       10/01/89        04/01/02
    822/X14                           2.1250       11/01/89        05/01/02
      45                               .0000          .0000           .0000
    A                                  .0000            6              6
      360                               1            1.0000          1.0000
       6.3750                           S              N              .1250
        .0000                           S              N              .1250
       2.6250                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636266                           7.2500        300,000.00        100
    FRAUENHOFER         DENIS         7.2500        247,746.01         ZZ
                                      6.8750          2,605.05         1
                                     15.8750          2,090.40         80
    ONSET           MA    02558      15.5000       04/17/89
    0201634182                         .0000       06/01/89            00
    0201634182                         .0000       05/01/19            0
    0                                 2.7500       05/01/90        05/01/02
    822/X14                           2.3750       06/01/90        06/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636268                           8.8750        424,000.00        100
    STEINMETZ           DOV           8.8750        356,494.14         ZZ
                                      8.5000          3,565.23         1
                                     15.5000          3,304.82         80
    STAMFORD        CT    06905      15.1250       12/18/89
    0201636494                         .0000       02/01/90            00
    0201636494                         .0000       01/01/20            0
    0                                 2.7500       01/01/91        01/01/02
    822/X14                           2.3750       02/01/91        02/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636270                           7.2500        400,000.00        100
    BEGG                COLIN         7.2500        200,662.15         ZZ
                                      6.8750          3,436.62         1
                                     14.1250          1,792.52         79
    SCARSDALE       NY    10583      13.7500       04/17/90
    0201637163                         .0000       06/01/90            00
    0201637163                         .0000       05/01/20            0
    0                                 2.7500       05/01/91        05/01/02
    822/X14                           2.3750       06/01/91        06/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       4.3750                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636272                           7.2500        301,000.00        100
    CHIARELLO           ROBERT        7.2500        254,946.01         ZZ
                                      6.8750          2,586.06         1
                                     14.1250          2,093.26         70
    ORLEANS         MA    02653      13.7500       04/17/90
    0201637338                         .0000       06/01/90            00
    0201637338                         .0000       05/01/20            0
    0                                 2.7500       05/01/91        05/01/02
    822/X14                           2.3750       06/01/91        06/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       4.3750                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636276                           6.8750        276,500.00        100
    TRIPPEL             ALAN          6.8750        259,376.64         ZZ
                                      6.5000          1,643.48         1
                                     13.1250          1,714.17         70
    SOUTHBURY       CT    06488      12.7500       04/25/91
    0201639080                         .0000       06/01/91            00
    0201639080                         .0000       05/01/31            0
    0                                 2.6250       11/01/91        05/01/02
1


    822/X14                           2.2500       12/01/91        06/01/02
      45                              5.6250          .0000           .0000
    A                                 7.6250            6              6
      480                               1            1.0000          1.0000
       6.5000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636278                           7.0000        335,000.00        100
    LEVY                JOEL          7.0000        282,351.30         ZZ
                                      6.6250          1,722.37         1
                                     10.8750          2,156.80         51
    NEW CASTLE      NY    10514      10.5000       07/18/92
    0201639954                         .0000       09/01/92            00
    0201639954                         .0000       08/01/22            0
    0                                 2.7500       08/01/93        08/01/02
    822/X14                           2.3750       09/01/93        09/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.2500                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636280                           7.8750        284,950.00        100
    MORENO              ANNE          7.8750        254,869.32         ZZ
                                      7.5000          1,708.42         1
                                     12.0000          2,062.12         75
    FOREST HILL     NY    11375      11.6250       02/16/93
    0201640312                         .0000       04/01/93            00
    0201640312                         .0000       03/01/23            0
    0                                 3.0000       03/01/94        03/01/02
    822/X14                           2.6250       04/01/94        04/01/02
      45                              4.0000          .0000           .0000
    A                                 8.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636282                           7.6250        332,000.00        100
    GORDAN              DENNIS        7.6250        263,611.81         ZZ
                                      7.2500          2,293.83         1
                                     12.7500          2,367.17         80
    LONGMEADOW      MA    01106      12.3750       02/15/93
1


    0201641337                         .0000       04/01/93            00
    0201641337                         .0000       03/01/18            0
    0                                 2.7500       03/01/94        03/01/02
    822/X14                           2.3750       04/01/94        04/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      300                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636284                           8.5000        306,000.00        100
    FRY                 DANIEL        8.5000        264,533.14         ZZ
                                      8.1250          1,527.82         1
                                     10.9500          2,265.12         90
    WESTON          CT    06883      10.5750       01/04/93
    0201641366                         .0000       03/01/93            04
    0201641366                         .0000       02/01/23           20
    0                                 2.7500       02/01/94        02/01/02
    822/X14                           2.3750       03/01/94        03/01/02
      45                              2.3750          .0000           .0000
    A                                 6.3750           12             12
      360                               1            2.0000          2.0000
       6.5750                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636286                           7.0000        600,000.00        100
    SHAFER              REBECCA       7.0000        506,926.94         ZZ
                                      6.6250          2,778.70         1
                                      9.7500          3,774.66         75
    SOUTHAMPTON     NY    11932       9.3750       10/17/93
    0201644570                         .0000       12/01/93            00
    0201644570                         .0000       11/01/23            0
    0                                 2.7500       11/01/94        11/01/02
    822/X14                           2.3750       12/01/94        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636288                           7.6250        450,000.00        100
    VOMERO              ERNEST        7.6250        373,404.34         ZZ
1


                                      7.2500          2,661.93         1
                                     11.8750          2,858.18         75
    CENTERPORT      NY    11721      11.5000       03/17/95
    0201654803                         .0000       05/01/95            00
    0201654803                         .0000       04/01/25            0
    0                                 2.8750       04/01/96        04/01/02
    822/X14                           2.5000       05/01/96        05/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636290                           6.5000        354,400.00        100
    WOLTERS             CHRISTOPH     6.5000         73,255.36         ZZ
                                      6.1250          2,240.05         1
                                     11.5000          2,240.05         80
    DARIEN          CT    06820      11.1250       11/17/95
    0202392132                         .0000       01/01/96            00
    0202392132                         .0000       12/01/25            0
    0                                 2.8750       12/01/05        12/01/05
    822/X14                           2.5000       01/01/06        01/01/06
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       5.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636292                           8.2500        392,000.00        100
    ESHAGHIAN           MEHRDAD       8.2500        366,314.99         ZZ
                                      7.8750          2,944.96         1
                                     14.2500          2,944.96         70
    PACIFIC PALISA  CA    90272      13.8750       05/17/95
    0214705547                         .0000       07/01/95            00
    0214705547                         .0000       06/01/25            0
    0                                 2.7500       06/01/02        06/01/02
    822/X14                           2.3750       07/01/02        07/01/02
      45                              3.2500          .0000           .0000
    A                                13.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           01             0           00/00/00
                                        O             .0000
1




    6636296                           7.8750        284,000.00        100
    ORLOFF              SUSAN         7.8750        264,499.14         ZZ
                                      7.5000          2,059.20         1
                                     13.8750          2,059.20         80
    PORTLAND        OR    97219      13.5000       06/17/95
    0214730628                         .0000       08/01/95            00
    0214730628                         .0000       07/01/25            0
    0                                 2.7500       07/01/02        07/01/02
    822/X14                           2.3750       08/01/02        08/01/02
      45                              2.8750          .0000           .0000
    A                                12.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636298                           7.0000        308,000.00        100
    DAVIS               WILLIAM       7.0000        283,548.76         ZZ
                                      6.6250          2,049.13         1
                                     13.0000          2,049.13         80
    BETHESDA        MD    20816      12.6250       06/17/95
    0214758249                         .0000       08/01/95            00
    0214758249                         .0000       07/01/25            0
    0                                 2.7500       07/01/02        07/01/02
    822/X14                           2.3750       08/01/02        08/01/02
      45                              2.7500          .0000           .0000
    A                                12.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636300                           7.0000        334,000.00        100
    MAHROOM             LINDA         7.0000        309,615.00         ZZ
                                      6.6250          2,250.22         1
                                     13.1250          2,234.42         80
    MONTEREY        CA    93940      12.7500       07/18/95
    0214766150                         .0000       09/01/95            00
    0214766150                         .0000       08/01/25            0
    0                                 2.7500       08/01/00        08/01/02
    822/X14                           2.3750       09/01/00        09/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636302                           7.1250        500,000.00        100
    SAVAGE              KEVIN         7.1250        247,147.45         ZZ
                                      6.7500          3,326.51         1
                                     13.0000          1,805.51         80
    BEVERLY HILLS   CA    90210      12.6250       06/15/95
    0214766788                         .0000       08/01/95            00
    0214766788                         .0000       07/01/25            0
    0                                 2.7500       07/01/98        07/01/02
    822/X14                           2.3750       08/01/98        08/01/02
      45                              5.0000          .0000           .0000
    A                                 9.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636304                           7.8750        400,000.00        100
    HARTLOFF            PAUL          7.8750        372,583.84         ZZ
                                      7.5000          2,900.28         1
                                     13.8750          2,900.28         52
    SANTA BARBARA   CA    93110      13.5000       06/26/95
    0214769063                         .0000       09/01/95            00
    0214769063                         .0000       08/01/25            0
    0                                 2.7500       08/01/02        08/01/02
    822/X14                           2.3750       09/01/02        09/01/02
      45                              2.8750          .0000           .0000
    A                                12.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636306                           7.1250        367,500.00        100
    FIECHTER            RICHARD       7.1250        341,582.22         ZZ
                                      6.7500          2,569.61         1
                                     13.5000          2,495.40         75
    LOOMIS          CA    95650      13.1250       06/17/95
    0214770418                         .0000       08/01/95            00
    0214770418                         .0000       07/01/25            0
    0                                 2.7500       07/01/00        07/01/02
    822/X14                           2.3750       08/01/00        08/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636308                           7.6250        342,300.00        100
    HORDES              MARK          7.6250        317,627.68         ZZ
                                      7.2500          2,422.78         1
                                     13.6250          2,422.78         78
    HOUSTON         TX    77024      13.2500       06/17/95
    0214771929                         .0000       08/01/95            00
    0214771929                         .0000       07/01/25            0
    0                                 2.7500       07/01/02        07/01/02
    822/X14                           2.3750       08/01/02        08/01/02
      45                              2.7500          .0000           .0000
    A                                12.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636310                           7.0000        380,800.00        100
    COOK                PAMELA        7.0000         48,262.17         ZZ
                                      6.6250          2,501.58         1
                                     12.8750            481.26         80
    SAN RAFAEL      CA    94903      12.5000       07/18/95
    0214772661                         .0000       09/01/95            00
    0214772661                         .0000       08/01/25            0
    0                                 2.7500       08/01/00        08/01/02
    822/X14                           2.3750       09/01/00        09/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636312                           7.0000        288,000.00        100
    FORD                LISA          7.0000        266,103.58         ZZ
                                      6.6250          1,749.92         1
                                     12.1250          1,920.41         80
    HOUSTON         TX    77079      11.7500       07/21/95
    0214828299                         .0000       09/01/95            00
    0214828299                         .0000       08/01/25            0
    0                                 2.7500       08/01/98        08/01/02
1


    822/X14                           2.3750       09/01/98        09/01/02
      45                              4.1250          .0000           .0000
    A                                 8.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636314                           7.7500        294,000.00        100
    WONG                DON           7.7500        273,573.25         ZZ
                                      7.3750          2,106.25         1
                                     13.7500          2,106.25         80
    LOS ANGELES     CA    90066      13.3750       07/18/95
    0214834479                         .0000       09/01/95            00
    0214834479                         .0000       08/01/25            0
    0                                 2.7500       08/01/02        08/01/02
    822/X14                           2.3750       09/01/02        09/01/02
      45                              2.7500          .0000           .0000
    A                                12.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636316                           7.0000        488,000.00        100
    NAPACK              BRIAN         7.0000        450,729.17         ZZ
                                      6.6250          3,205.81         1
                                     12.8750          3,252.80         80
    WEST HOLLYWOOD  CA    90069      12.5000       07/18/95
    0214835948                         .0000       09/01/95            00
    0214835948                         .0000       08/01/25            0
    0                                 2.7500       08/01/00        08/01/02
    822/X14                           2.3750       09/01/00        09/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636318                           6.8750        278,000.00        100
    RUPPERT             WILLIAM       6.8750        260,173.61         ZZ
                                      6.5000          1,896.45         1
                                     13.2500          1,854.63         62
    ORINDA          CA    94563      12.8750       08/17/95
1


    0214840609                         .0000       10/01/95            00
    0214840609                         .0000       09/01/25            0
    0                                 2.7500       09/01/96        09/01/02
    822/X14                           2.3750       10/01/96        10/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636320                           7.2500        500,000.00        100
    BURKE               WILLIAM       7.2500        462,518.77         ZZ
                                      6.8750          3,410.88         1
                                     13.2500          3,410.88         52
    DANVILLE        CA    94526      12.8750       07/18/95
    0214843330                         .0000       09/01/95            00
    0214843330                         .0000       08/01/25            0
    0                                 2.7500       08/01/02        08/01/02
    822/X14                           2.3750       09/01/02        09/01/02
      45                              2.7500          .0000           .0000
    A                                12.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636322                           7.2500        308,000.00        100
    O'CONNOR            SHAWN         7.2500        284,792.52         ZZ
                                      6.8750          2,101.10         1
                                     13.2500          2,101.10         75
    DANVILLE        CA    94506      12.8750       07/18/95
    0214846200                         .0000       09/01/95            00
    0214846200                         .0000       08/01/25            0
    0                                 2.7500       08/01/02        08/01/02
    822/X14                           2.3750       09/01/02        09/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636324                           7.5000        394,500.00        100
    MALONEY             GEORGE        7.5000        364,738.61         ZZ
1


                                      7.1250          2,758.40         1
                                     13.5000          2,758.40         75
    ALAMO           CA    94507      13.1250       07/18/95
    0214847489                         .0000       09/01/95            00
    0214847489                         .0000       08/01/25            0
    0                                 2.7500       08/01/02        08/01/02
    822/X14                           2.3750       09/01/02        09/01/02
      45                              2.7500          .0000           .0000
    A                                12.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636330                           7.6250        335,500.00        100
    ARANYI              ANDRES        7.6250        311,870.64         ZZ
                                      7.2500          2,374.65         1
                                     13.6250          2,374.65         75
    SANTA ANA       CA    92705      13.2500       07/18/95
    0214870572                         .0000       09/01/95            00
    0214870572                         .0000       08/01/25            0
    0                                 2.7500       08/01/02        08/01/02
    822/X14                           2.3750       09/01/02        09/01/02
      45                              2.7500          .0000           .0000
    A                                12.6250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636332                           6.8750        468,000.00        100
    RACHOR              GEO           6.8750        436,209.91         ZZ
                                      6.5000          3,192.59         1
                                     13.2500          3,109.49         80
    SAN CLEMENTE    CA    92673      12.8750       08/17/95
    0214877965                         .0000       10/01/95            00
    0214877965                         .0000       09/01/25            0
    0                                 2.7500       09/01/96        09/01/02
    822/X14                           2.3750       10/01/96        10/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000
1




    6636334                           6.8750        422,000.00        100
    ULRICH              ROBERT        6.8750        383,887.48         ZZ
                                      6.5000          2,843.09         1
                                     13.1250          2,732.71         80
    HOUSTON         TX    77079      12.7500       09/18/95
    0214902292                         .0000       11/01/95            00
    0214902292                         .0000       10/01/25            0
    0                                 2.7500       10/01/98        10/01/02
    822/X14                           2.3750       11/01/98        11/01/02
      45                              5.1250          .0000           .0000
    A                                 9.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636336                           6.8750        500,000.00        100
    MINCH               JEFFREY       6.8750        465,014.66         ZZ
                                      6.5000          3,284.64         1
                                     12.8750          3,311.64         56
    AUSTIN          TX    78703      12.5000       09/04/95
    0214912143                         .0000       11/01/95            00
    0214912143                         .0000       10/01/25            0
    0                                 2.7500       10/01/98        10/01/02
    822/X14                           2.3750       11/01/98        11/01/02
      45                              4.8750          .0000           .0000
    A                                 8.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636338                           7.8750        348,000.00        100
    KRUGLINSKI          PETER         7.8750        325,600.01         ZZ
                                      7.5000          2,523.24         1
                                     13.8750          2,523.24         80
    SAN GABRIEL     CA    91775      13.5000       10/18/95
    0214956439                         .0000       12/01/95            00
    0214956439                         .0000       11/01/25            0
    0                                 2.7500       11/01/02        11/01/02
    822/X14                           2.3750       12/01/02        12/01/02
      45                              2.8750          .0000           .0000
    A                                12.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636340                           7.0000        292,000.00        100
    MADDEN              MARK          7.0000        273,278.80         ZZ
                                      6.6250          2,193.70         1
                                     14.2500          1,964.12         69
    SANTA BARBARA   CA    93109      13.8750       10/20/95
    0214965265                         .0000       12/01/95            00
    0214965265                         .0000       11/01/25            0
    0                                 2.7500       11/01/98        11/01/02
    822/X14                           2.3750       12/01/98        12/01/02
      45                              6.2500          .0000           .0000
    A                                10.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636342                           8.1250        522,500.00        100
    TRIPHON             E             8.1250        490,365.91         ZZ
                                      7.7500          3,879.55         1
                                     14.1250          3,879.55         65
    SAN DIEGO       CA    92037      13.7500       10/17/95
    0214968533                         .0000       12/01/95            00
    0214968533                         .0000       11/01/25            0
    0                                 2.7500       11/01/02        11/01/02
    822/X14                           2.3750       12/01/02        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636344                           7.0000        419,000.00        100
    LAWRENCE            STEVE         7.0000        393,007.28         ZZ
                                      6.6250          3,074.47         1
                                     14.0000          2,824.64         65
    SCOTTSDALE      AZ    85258      13.6250       10/17/95
    0214972162                         .0000       12/01/95            00
    0214972162                         .0000       11/01/25            0
    0                                 2.7500       11/01/00        11/01/02
    822/X14                           2.3750       12/01/00        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636346                           7.0000        295,000.00        100
    ELSON               NANNETTE      7.0000        275,396.83         ZZ
                                      6.6250          2,012.42         1
                                     13.2500          1,979.35         52
    CRYSTAL RIVER   FL    34429      12.8750       10/27/95
    0214995106                         .0000       12/01/95            00
    0214995106                         .0000       11/01/25            0
    0                                 2.7500       11/01/98        11/01/02
    822/X14                           2.3750       12/01/98        12/01/02
      45                              5.2500          .0000           .0000
    A                                 9.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636348                           7.7500        288,000.00        100
    PETERSEN            MARK          7.7500        267,274.51         ZZ
                                      7.3750          2,063.27         1
                                     13.7500          2,063.27         80
    TUALATIN        OR    97062      13.3750       06/24/97
    0215756515                         .0000       09/01/97            00
    0215756515                         .0000       08/01/27            0
    0                                 2.7500       08/01/04        08/01/04
    822/X14                           2.3750       09/01/04        09/01/04
      45                              2.7500          .0000           .0000
    A                                12.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636350                           7.0000        378,750.00        100
    FREDERICKSEN        CARL          7.0000        363,406.02         ZZ
                                      6.6250          2,615.93         1
                                     13.3750          2,535.23         75
    LAS VEGAS       NV    89134      13.0000       10/24/97
    0215883319                         .0000       12/01/97            00
    0215883319                         .0000       11/01/27            0
    0                                 2.7500       11/01/00        11/01/02
1


    822/X14                           2.3750       12/01/00        12/01/02
      45                              5.3750          .0000           .0000
    A                                 9.3750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636352                           7.1250        325,000.00        100
    BENSON              GERALD        7.1250        310,614.32         ZZ
                                      6.7500          2,189.59         1
                                     13.1250          2,189.59         62
    STOCKTON        CA    95212      12.7500       10/30/97
    0215886999                         .0000       01/01/98            00
    0215886999                         .0000       12/01/27            0
    0                                 2.7500       12/01/02        12/01/02
    822/X14                           2.3750       01/01/03        01/01/03
      45                              2.7500          .0000           .0000
    A                                12.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636354                           7.0000        370,000.00        100
    HABIB               IZCHAK        7.0000        353,255.53         ZZ
                                      6.6250          2,461.62         1
                                     13.0000          2,461.62         72
    PALO ALTO       CA    94306      12.6250       11/17/97
    0215899885                         .0000       01/01/98            00
    0215899885                         .0000       12/01/27            0
    0                                 2.7500       12/01/02        12/01/02
    822/X14                           2.3750       01/01/03        01/01/03
      45                              2.7500          .0000           .0000
    A                                12.0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636356                           7.1250        480,000.00        100
    NELSON              CHRIS         7.1250        459,260.81         ZZ
                                      6.7500          3,233.85         1
                                     13.1250          3,233.85         67
    PARK CITY       UT    84068      12.7500       12/18/97
1


    0215924048                         .0000       02/01/98            00
    0215924048                         .0000       01/01/28            0
    0                                 2.7500       01/01/03        01/01/03
    822/X14                           2.3750       02/01/03        02/01/03
      45                              2.7500          .0000           .0000
    A                                12.1250           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636358                           7.2500        495,000.00        100
    MCCLURE             CINDY         7.2500        474,594.12         ZZ
                                      6.8750          3,376.77         1
                                     13.2500          3,376.77         66
    CAMAS           WA    98607      12.8750       12/26/97
    0215932793                         .0000       03/01/98            00
    0215932793                         .0000       02/01/28            0
    0                                 2.7500       02/01/03        02/01/03
    822/X14                           2.3750       03/01/03        03/01/03
      45                              2.7500          .0000           .0000
    A                                12.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636360                           7.2500        372,000.00        100
    VAN_GIESEN          DONALD        7.2500        356,664.35         ZZ
                                      6.8750          2,537.70         1
                                     13.2500          2,537.70         66
    SANTA ROSA      CA    95404      12.8750       01/15/98
    0215944467                         .0000       03/01/98            00
    0215944467                         .0000       02/01/28            0
    0                                 2.7500       02/01/03        02/01/03
    822/X14                           2.3750       03/01/03        03/01/03
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636362                           7.2500        435,000.00        100
    ZOCKOLL             CHRISTOPH     7.2500        416,906.83         ZZ
1


                                      6.8750          2,967.47         1
                                     13.2500          2,967.47         80
    HENDERSON       NV    89014      12.8750       01/15/98
    0215963749                         .0000       03/01/98            00
    0215963749                         .0000       02/01/28            0
    0                                 2.7500       02/01/05        02/01/05
    822/X14                           2.3750       03/01/05        03/01/05
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636364                           6.2500        300,000.00        100
    BEWLEY              PETER         6.2500        285,607.19         ZZ
                                      5.8750          1,847.15         1
                                     12.2500          1,847.15         34
    OAKLAND         CA    94611      11.8750       02/15/98
    0216016513                         .0000       04/01/98            00
    0216016513                         .0000       03/01/28            0
    0                                 2.7500       03/01/03        03/01/03
    822/X14                           2.3750       04/01/03        04/01/03
      45                              2.7500          .0000           .0000
    A                                11.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636366                           6.7500        650,000.00        100
    SILVERBERG          SHELDON       6.7500        621,113.59         ZZ
                                      6.3750          4,215.89         1
                                     12.7500          4,215.89         73
    SCOTTSDALE      AZ    85255      12.3750       03/17/98
    0216029656                         .0000       05/01/98            00
    0216029656                         .0000       04/01/28            0
    0                                 2.7500       04/01/03        04/01/03
    822/X14                           2.3750       05/01/03        05/01/03
      45                              2.7500          .0000           .0000
    A                                11.7500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000
1




    6636368                           7.2500        300,000.00        100
    THURBON             IAN           7.2500        288,498.38         ZZ
                                      6.8750          2,046.53         1
                                     13.2500          2,046.53         76
    PHOENIX         AZ    85018      12.8750       05/17/98
    0216180566                         .0000       07/01/98            00
    0216180566                         .0000       06/01/28            0
    0                                 2.7500       06/01/03        06/01/03
    822/X14                           2.3750       07/01/03        07/01/03
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636370                           8.1250        290,000.00        100
    GHANDER             ATIF          8.1250        260,151.59         T
                                      7.7500          2,027.72         1
                                     13.5000          2,145.31         83
    LAMOINE         ME    04605      13.1250       02/15/93
    0370087719                         .0000       04/01/93            23
    0370087719                         .0000       03/01/23            0
    0                                 3.2500       03/01/94        03/01/02
    822/X14                           2.8750       04/01/94        04/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636372                           9.3750        347,000.00        100
    COFFEY              DAVID         9.3750        311,669.83         ZZ
                                      9.0000          2,136.54         1
                                     12.2500          2,830.03         82
    NORWICH         VT    05055      11.8750       12/18/92
    0370093884                         .0000       02/01/93            23
    0370093884                         .0000       01/01/23            0
    0                                 3.2500       01/01/94        01/01/02
    822/X14                           2.8750       02/01/94        02/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
1


        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636374                           6.7500        448,000.00        100
    LOVENHEIM           DAVID         6.7500        397,671.22         ZZ
                                      6.3750          2,758.42         1
                                     12.2500          2,956.07         80
    ROCHESTER       NY    14610      11.8750       11/25/92
    0370196273                         .0000       01/01/93            23
    0370196273                         .0000       12/01/22            0
    0                                 2.7500       12/01/93        12/01/02
    822/X14                           2.3750       01/01/94        01/01/03
      45                              4.2500          .0000           .0000
    A                                 8.2500           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              01          12/01/93
        .0000                           05             0           12/01/97
                                        O            6.2500


    6636376                           6.2500        280,000.00        100
    STOCKS              WILLIAM       6.2500        245,277.11         ZZ
                                      5.8750          1,567.92         1
                                     11.3750          1,753.51         75
    SHELBURNE       VT    05482      11.0000       10/17/92
    0370315766                         .0000       12/01/92            00
    0370315766                         .0000       11/01/22            0
    0                                 2.0000       11/01/93        11/01/02
    822/X14                           1.6250       12/01/93        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636378                           8.1250        360,000.00        100
    PHILLIPS            JOSEPH        8.1250        324,306.93         ZZ
                                      7.7500          2,334.95         1
                                     12.7500          2,674.36         82
    THETFORD        VT    05074      12.3750       02/15/93
    0370487762                         .0000       04/01/93            23
    0370487762                         .0000       03/01/23            0
    0                                 3.2500       03/01/94        03/01/02
    822/X14                           2.8750       04/01/94        04/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
1


      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636380                           6.7500        287,000.00        100
    ROBFOGEL            SUSAN         6.7500        257,108.66         ZZ
                                      6.3750          1,308.87         1
                                      9.6250          1,872.03         70
    ROCHESTER       NY    14610       9.2500       11/17/93
    0370713685                         .0000       01/01/94            00
    0370713685                         .0000       12/01/23            0
    0                                 2.7500       12/01/94        12/01/02
    822/X14                           2.3750       01/01/95        01/01/03
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636382                           6.8750        308,000.00        100
    CRUM                ANDREW        6.8750        281,800.59         ZZ
                                      6.5000          1,846.62         1
                                     12.0000          2,053.67         80
    SOUTH SALEM     NY    10590      11.6250       06/01/94
    0371150292                         .0000       07/01/94            00
    0371150292                         .0000       06/01/24            0
    0                                 2.7500       06/01/95        06/01/02
    822/X14                           2.3750       07/01/95        07/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636384                           7.5000        277,900.00        100
    HUTCHINS            DONALD        7.5000        249,968.80         ZZ
                                      7.1250          1,577.89         1
                                     11.5000          1,924.71         51
    LONGMEADOW      MA    01106      11.1250       03/18/94
    0371255825                         .0000       05/01/94            00
    0371255825                         .0000       04/01/24            0
    0                                 2.7500       04/01/97        04/01/02
1


    822/X14                           2.3750       05/01/97        05/01/02
      45                              3.5000          .0000           .0000
    A                                 7.5000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636386                           7.2500        350,000.00        100
    SCHWARTZ            MONIQUE       7.2500        315,352.78         ZZ
                                      6.8750          1,571.66         1
                                      9.5000          2,375.15         87
    HANOVER         NJ    07950       9.1250       04/17/94
    0371289985                         .0000       06/01/94            23
    0371289985                         .0000       05/01/24            0
    0                                 2.7500       05/01/95        05/01/02
    822/X14                           2.3750       06/01/95        06/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636388                           7.0000        468,000.00        100
    FLAMM               LEONARD       7.0000        437,280.44         ZZ
                                      6.6250          3,272.33         1
                                     13.5000          3,142.85         80
    CLOSTER         NJ    07624      13.1250       10/17/95
    0371704978                         .0000       12/01/95            00
    0371704978                         .0000       11/01/25            0
    0                                 2.7500       11/01/00        11/01/02
    822/X14                           2.3750       12/01/00        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636390                           7.0000        485,000.00        100
    SESSOMS             ALLEN         7.0000        452,492.01         ZZ
                                      6.6250          3,349.77         1
                                     13.3750          3,252.18         74
    CHESTNUT HILL   MA    02167      13.0000       10/17/95
1


    0371811201                         .0000       12/01/95            00
    0371811201                         .0000       11/01/25            0
    0                                 2.7500       11/01/00        11/01/02
    822/X14                           2.3750       12/01/00        12/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636392                           6.8750        650,000.00        100
    FRANK               STEPHAN       6.8750        413,284.70         ZZ
                                      6.5000          3,589.32         1
                                     11.2500          2,818.13         33
    DARIEN          CT    06820      10.8750       08/17/98
    0372486046                         .0000       10/01/98            00
    0372486046                         .0000       09/01/28            0
    0                                 2.7500       09/01/99        09/01/02
    822/X14                           2.3750       10/01/99        10/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           1              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636394                           7.3750        299,100.00        100
    HOOD                JEANNE        7.3750        288,524.57         ZZ
                                      7.0000          2,065.81         1
                                     13.3750          2,065.81         75
    LAS VEGAS       NV    89117      13.0000       06/17/98
    0372743297                         .0000       08/01/98            00
    0372743297                         .0000       07/01/28            0
    0                                 2.7500       07/01/05        07/01/05
    822/X14                           2.3750       08/01/05        08/01/05
      45                              2.7500          .0000           .0000
    A                                12.3750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           03             0           00/00/00
                                        O             .0000


    6636396                           6.7500      1,000,000.00        100
    CLIFFORD            JOHN          6.7500        969,774.12         ZZ
1


                                      6.3750          6,612.51         1
                                     12.7500          6,612.51         34
    HOPEWELL TOWNS  NJ    07030      12.3750       08/12/99
    0372750675                         .0000       09/01/99            00
    0372750675                         .0000       11/01/27            0
    0                                 2.7500       11/01/02        11/01/02
    822/X14                           2.3750       12/01/02        12/01/02
      45                              4.7500          .0000           .0000
    A                                 8.7500           12             12
      339                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6636398                           7.8750        360,000.00        100
    HUOT                VICTORIA      7.8750        344,356.98         ZZ
                                      7.5000          2,610.25         1
                                     13.8750          2,610.25         85
    FRAMINGHAM      MA    01701      13.5000       06/13/97
    1000094505                         .0000       08/01/97            14
    1000094505                         .0000       07/01/27           12
    0                                 2.7500       07/01/02        07/01/02
    822/X14                           2.3750       08/01/02        08/01/02
      45                              2.8750          .0000           .0000
    A                                12.8750           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000


    6651824                           7.6250        312,000.00        100
    MCCARTHY            KATHERINE     7.6250        118,402.92         ZZ
                                      7.2500          2,912.47         1
                                     18.0000          1,229.91         80
    LONGMEADOW      MA    01106      17.6250       10/15/85
    0000332293                         .0000       06/01/86            00
    0000332293                         .0000       05/01/16            0
    0                                 2.8000       05/01/87        05/01/02
    822/076                           2.4250       06/01/87        06/01/02
      45                              9.7500          .0000           .0000
    A                                11.7500           12             12
      360                               1            1.0000          1.0000
       7.2500                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           5              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000
1




    6651826                           6.8750        301,000.00        100
    CHANTRY             CAROLINE      6.8750        264,828.74         ZZ
                                      6.5000          1,638.91         1
                                     11.1250          1,999.31         70
    ORINDA          CA    94563      10.7500       07/27/92
    0002648090                         .0000       10/01/92            00
    0002648090                         .0000       09/01/22            0
    0                                 2.7500       09/01/93        09/01/02
    822/X14                           2.3750       10/01/93        10/01/02
      45                               .0000          .0000           .0000
    A                                  .0000           12             12
      360                               1            2.0000          2.0000
       6.0000                           S              N              .1250
        .0000                           S              N              .1250
        .0000                           2              00          00/00/00
        .0000                           05             0           00/00/00
                                        O             .0000

   TOTAL NUMBER OF LOANS   :        283

   TOTAL ORIGINAL BALANCE  :    94,326,872.58

   TOTAL PRINCIPAL BALANCE :    80,300,496.75

   TOTAL ORIGINAL P+I      :       661,379.97

   TOTAL CURRENT P+I       :       632,982.03


                             ***************************
                             *      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



<PAGE>



--------------------
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 the Mortgage  Asset-Backed  Pass-Through  Certificates,  Series
        2001-RM2, Class R-I, Class R-II and Class R- III (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  December  28,  2001,  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



<PAGE>



        "noneconomic   residual   interests"  within  the  meaning  of  Treasury
        regulations  promulgated pursuant to the Code and that the transferor of
        a  noneconomic  residual  interest  will remain liable for any taxes due
        with  respect  to the  income  on  such  residual  interest,  unless  no
        significant  purpose of the  transfer  was to impede the  assessment  or
        collection of tax.

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



<PAGE>



        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.

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



<PAGE>



        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) 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



<PAGE>



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

JPMorgan Chase Bank
450 West 33rd Street
New York, New York 10001

Re:  Mortgage Asset-Backed  Pass-Through  Certificates,  Series 2001-RM2,  Class
     R-I, Class R-II and Class R-III

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  2001-RM2,  Class R-I,  Class R-II and Class
R-III (the "Class R Certificates"),  pursuant to Section 5.02 of the Pooling and
Servicing  Agreement  (the  "Pooling  and  Servicing  Agreement"),  dated  as of
December 1, 2001, among Residential Asset Mortgage Products,  Inc., as depositor
(the  "Depositor"),  Residential  Funding  Corporation,  as master  servicer and
JPMorgan Chase Bank, as trustee (the  "Trustee").  All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement.  The  Seller  hereby  certifies,  represents  and  warrants  to,  and
covenants with, the 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



<PAGE>



        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 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

JPMorgan Chase Bank
450 West 33rd Street
New York, New York 10001

Re:  Mortgage Asset-Backed  Pass-Through  Certificates,  Series 2001-RM2, [Class
     R-I, Class R-II and Class R-III] [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 2001-RM2,  [Class
R-I, Class R-II and Class R-III] [Class B] (the "Certificates"), issued pursuant
to the Pooling and Servicing Agreement (the "Pooling and Servicing  Agreement"),
dated as of December 1, 2001 among Residential Asset Mortgage Products, Inc., as
seller (the "Depositor"),  Residential Funding  Corporation,  as master servicer
and JPMorgan Chase Bank, as trustee (the  "Trustee").  All terms used herein and
not  otherwise  defined  shall have the  meanings  set forth in the  Pooling and
Servicing Agreement. The 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



<PAGE>



        Act or any applicable state securities laws.

3.      The  Purchaser  is  (a)  a  substantial,  sophisticated  [institutional]
        investor  having such knowledge and experience in financial and business
        matters,  and, in  particular,  in such  matters  related to  securities
        similar to the  Certificates,  such that it is capable of evaluating the
        merits and risks of investment in the Certificates, (b) able to bear the
        economic risks of such an investment  and (c) an  "accredited  investor"
        within the meaning of Rule 501(a) promulgated pursuant to the Act.

4.   The Purchaser has been furnished with, and has had an opportunity to review
     (a) [a copy of the Private Placement  Memorandum,  dated  ________________,
     ____, 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,




<PAGE>



                                            (Buyer)


                                            By:
                                            Name:
                                            Title:




<PAGE>



                                          EXHIBIT J

                           FORM OF TRANSFEROR REPRESENTATION LETTER


                                            ----------------, -----


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

JPMorgan Chase Bank
450 West 33rd Street
New York, New York 10001

Re:  Mortgage Asset-Backed  Pass-Through  Certificates,  Series 2001-RM2, [Class
     R-I, Class R-II and Class R-III] [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 2001-RM2,
[Class R-I, Class R-II and Class  R-III][Class B] (the  "Certificates"),  issued
pursuant to the Pooling and  Servicing  Agreement  (the  "Pooling and  Servicing
Agreement"),  dated as of  December  1, 2001 among  Residential  Asset  Mortgage
Products, Inc., as depositor (the "Depositor"), Residential Funding Corporation,
as master  servicer,  and JPMorgan Chase Bank, as trustee (the  "Trustee").  The
Seller hereby  certifies,  represents  and warrants to, and covenants  with, the
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



<PAGE>



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



<PAGE>



Business Day prior to each Distribution Date or the related  Determination  Date
by the Master  Servicer with written notice thereof to the Trustee.  The maximum
amount  that  Residential  Funding  shall be  required  to pay  pursuant to this
Section on any Distribution Date (the "Amount  Available") shall be equal to the
lesser of (X) __________  minus the sum of (i) all previous  payments made under
subsections  (a) and (b) hereof and (ii) all draws  under the  Limited  Guaranty
made in lieu of such payments as described  below in subsection  (d) and (Y) the
then outstanding Certificate Principal Balances of the Class R Certificates,  or
such lower amount as may be established  pursuant to Section 12.02.  Residential
Funding's obligations as described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."

        (d)  The  Trustee  will  promptly   notify  General  Motors   Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and  shall  demand  payment  pursuant  to the  limited  guaranty  (the  "Limited
Guaranty"),  executed by General Motors Acceptance  Corporation,  of Residential
Funding's  obligation  to make payments  pursuant to this Section,  in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by  delivering to General  Motors  Acceptance  Corporation a written  demand for
payment by wire  transfer,  not later than the second  Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.

        (e) All payments made by Residential Funding pursuant to this Section or
amounts  paid under the  Limited  Guaranty  shall be  deposited  directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class R Certificateholders.

        (f) The  Depositor  shall have the option,  in its sole  discretion,  to
substitute  for  either  or  both of the  Limited  Guaranty  or the  Subordinate
Certificate  Loss  Obligation  another  instrument  in the  form of a  corporate
guaranty,  an irrevocable  letter of credit, a surety bond,  insurance policy or
similar instrument or a reserve fund; provided that (i) the Depositor obtains an
Opinion of Counsel (which need not be an opinion of Independent  counsel) to the
effect that obtaining such substitute corporate guaranty,  irrevocable letter of
credit, surety bond, insurance policy or similar instrument or reserve fund will
not cause either (a) any federal tax to be imposed on the Trust Fund,  including
without limitation,  any federal tax imposed on "prohibited  transactions" under
Section  860(F)(a)(1) of the Code or on  "contributions  after the startup date"
under Section  860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any  Certificate  is  outstanding,  and (ii) no such
substitution  shall  be made  unless  (A) the  substitute  Limited  Guaranty  or
Subordinate  Certificate  Loss Obligation is for an initial amount not less than
the then  current  Amount  Available  and  contains  provisions  that are in all
material  respects  equivalent to the original  Limited  Guaranty or Subordinate
Certificate   Loss   Obligation   (including   that  no  portion  of  the  fees,
reimbursements  or other  obligations under any such instrument will be borne by
the Trust  Fund),  (B) the long  term debt  obligations  of any  obligor  of any
substitute  Limited Guaranty or Subordinate  Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating  of  the  long  term  debt  obligations  of  General  Motors   Acceptance
Corporation  as of the date of  issuance  of the  Limited  Guaranty  and (b) the
rating  of  the  long  term  debt  obligations  of  General  Motors   Acceptance
Corporation  at the  date of such  substitution  and (C) the  Depositor  obtains
written  confirmation from each nationally  recognized credit rating agency that
rated the Class R Certificates at the request of the Depositor



<PAGE>



that such  substitution  shall not lower the rating on the Class R  Certificates
below  the  lesser  of (a)  the  then-current  rating  assigned  to the  Class R
Certificates  by such rating agency and (b) the original  rating assigned to the
Class R  Certificates  by such rating  agency.  Any  replacement  of the Limited
Guaranty or Subordinate  Certificate  Loss  Obligation  pursuant to this Section
shall be accompanied by a written Opinion of Counsel to the substitute guarantor
or  obligor,  addressed  to the  Master  Servicer  and the  Trustee,  that  such
substitute  instrument  constitutes a legal, valid and binding obligation of the
substitute  guarantor or obligor,  enforceable in accordance with its terms, and
concerning  such other  matters as the Master  Servicer  and the  Trustee  shall
reasonably request.  Neither the Depositor,  the Master Servicer nor the Trustee
shall be  obligated  to  substitute  for or  replace  the  Limited  Guaranty  or
Subordinate  Certificate Loss Obligation under any circumstance.  Section 12.02.
Amendments Relating to the Limited Guaranty.  Notwithstanding  Sections 11.01 or
12.01:  (i) the  provisions  of this Article XII may be amended,  superseded  or
deleted,  (ii) the Limited  Guaranty or Subordinate  Certificate Loss Obligation
may be  amended,  reduced or  canceled,  and (iii) any other  provision  of this
Agreement  which is related  or  incidental  to the  matters  described  in this
Article  XI may be  amended in any  manner;  in each case by written  instrument
executed or consented to by the  Depositor and  Residential  Funding but without
the  consent of any  Certificateholder  and  without  the  consent of the Master
Servicer or the Trustee being required  unless any such  amendment  would impose
any additional  obligation on, or otherwise  adversely  affect the interests of,
the Master Servicer or the Trustee,  as applicable;  provided that the Depositor
shall also obtain a letter from each nationally  recognized credit rating agency
that  rated the Class R  Certificates  at the  request of the  Depositor  to the
effect that such amendment,  reduction,  deletion or cancellation will not lower
the rating on the Class R Certificates  below the lesser of (a) the then-current
rating  assigned to the Class R  Certificates  by such rating agency and (b) the
original  rating  assigned to the Class R  Certificates  by such rating  agency,
unless (A) the Holder of 100% of the Class R Certificates is Residential Funding
or an  Affiliate  of  Residential  Funding,  or (B) such  amendment,  reduction,
deletion or  cancellation  is made in  accordance  with  Section  11.01(e)  and,
provided further that the Depositor obtains, in the case of a material amendment
or  supersession  (but not a reduction,  cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation),  an Opinion of Counsel
(which  need not be an opinion of  Independent  counsel)  to the effect that any
such amendment or  supersession  will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on  "prohibited  transactions"  under  Section  860F(a)(1)  of  the  Code  or on
"contributions  after the startup date" under Section  860G(d)(1) of the Code or
(b) the  Trust  Fund to  fail  to  qualify  as a  REMIC  at any  time  that  any
Certificate is outstanding.  A copy of any such instrument  shall be provided to
the Trustee and the Master  Servicer  together  with an Opinion of Counsel  that
such amendment complies with this Section 12.02.





<PAGE>



                                          EXHIBIT L

                                   FORM OF LIMITED GUARANTY

                                       LIMITED GUARANTY

                           RESIDENTIAL ASSET SECURITIES CORPORATION

                       Mortgage Asset-Backed Pass-Through Certificates
                                       Series 2001-RM2

                                            ____________________, 20___

JPMorgan Chase Bank
450 West 33rd Street
New York, New York 10001

Ladies and Gentlemen:

        WHEREAS,   Residential  Funding  Corporation,   a  Delaware  corporation
("Residential  Funding"),  an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation,  a New York corporation ("GMAC"), plans to incur certain
obligations  as  described  under  Section  12.01 of the Pooling  and  Servicing
Agreement  dated as of  December  1, 2001  (the  "Servicing  Agreement"),  among
Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding
and JPMorgan  Chase Bank (the  "Trustee") as amended by Amendment No. 1 thereto,
dated as of _________,  with respect to the Mortgage  Asset-Backed  Pass-Through
Certificates, Series 2001-RM2 (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
     Funding to perform its



<PAGE>



        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:

JPMorgan Chase Bank,
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

JPMorgan Chase Bank
450 West 33rd Street
New York, New York 10001

Ladies and Gentlemen:

        This letter is delivered to you in  connection  with the  assignment  by
__________________  (the  "Trustee") to  ___________________  (the  "Lender") of
__________________  (the  "Mortgage  Loan")  pursuant to Section  3.12(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing  Agreement"),  dated
as of December 1, 2001,  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.





<PAGE>



                                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  December  1,  2001  among
        Residential Funding Corporation,  as Master Servicer,  Residential Asset
        Mortgage  Products,  Inc.,  as  Depositor  and JPMorgan  Chase Bank,  as
        trustee, pursuant to Section 5.02 of the Agreement, as follows:

        (a) The Buyer  understands  that the Rule 144A  Securities have not been
registered under the 1933 Act or the securities laws of any state.

        (b)  The   Buyer   considers   itself   a   substantial,   sophisticated
institutional  investor  having such  knowledge and  experience in financial and
business  matters  that it is  capable  of  evaluating  the  merits and risks of
investment in the Rule 144A Securities.

     (c) The Buyer has been  furnished with all  information  regarding the Rule
144A Securities that



<PAGE>



it has requested from the Seller, the Trustee or the Servicer.

        (d)  Neither  the Buyer nor anyone  acting on its  behalf  has  offered,
transferred,  pledged,  sold or otherwise  disposed of the Rule 144A Securities,
any interest in the Rule 144A  Securities or any other  similar  security to, or
solicited any offer to buy or accept a transfer,  pledge or other disposition of
the Rule 144A Securities,  any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with respect to the
Rule 144A  Securities,  any  interest in the Rule 144A  Securities  or any other
similar  security  with,  any  person  in  any  manner,   or  made  any  general
solicitation  by means of general  advertising or in any other manner,  or taken
any  other  action,  that  would  constitute  a  distribution  of the Rule  144A
Securities  under the 1933 Act or that would render the  disposition of the Rule
144A Securities a violation of Section 5 of the 1933 Act or require registration
pursuant  thereto,  nor will it act, nor has it  authorized or will it authorize
any person to act, in such manner with respect to the Rule 144A Securities.

        (e) The  Buyer is a  "qualified  institutional  buyer"  as that  term is
defined in Rule 144A under the 1933 Act and has completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance  on Rule 144A.  The Buyer is
acquiring the Rule 144A  Securities for its own account or the accounts of other
qualified  institutional buyers,  understands that such Rule 144A Securities may
be resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified  institutional  buyer that  purchases for its own account or for the
account  of a  qualified  institutional  buyer to whom  notice is given that the
resale,  pledge or  transfer  is being made in  reliance  on Rule 144A,  or (ii)
pursuant to another exemption from registration under the 1933 Act.

3.      [Reserved]

4.      This  document  may be executed in one or more  counterparts  and by the
        different parties hereto on separate  counterparts,  each of which, when
        so  executed,  shall be deemed  to be an  original;  such  counterparts,
        together, shall constitute one and the same document.





<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



<PAGE>



or the District of Columbia.

____ State or Local Plan.  The Buyer is a plan  established  and maintained by a
State, its political subdivisions, or any agency or instrumentality of the State
or its political subdivisions, for the benefit of its employees.

____ ERISA  Plan.  The Buyer is an employee  benefit  plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.

____ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.

____ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business  Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.

____ Business Development 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



<PAGE>



        other parties related to the  Certificates are relying and will continue
        to rely on the  statements  made herein because one or more sales to the
        Buyer may be in reliance on Rule 144A.

____ ____ Will the Buyer be purchasing the Rule 144A Yes No Securities  only for
the Buyer's own account?

6.   If the answer to the foregoing  question is "no", the Buyer agrees that, in
     connection  with any  purchase  of  securities  sold to the  Buyer  for the
     account of a third party  (including  any separate  account) in reliance on
     Rule 144A,  the Buyer will only  purchase  for the account of a third party
     that at the time is a "qualified institutional buyer" within the meaning of
     Rule 144A.  In addition,  the Buyer agrees that the Buyer will not purchase
     securities  for a third  party  unless  the  Buyer has  obtained  a current
     representation  letter  from such third  party or taken  other  appropriate
     steps  contemplated  by  Rule  144A  to  conclude  that  such  third  party
     independently meets the definition of "qualified  institutional  buyer" set
     forth in Rule 144A.

7.   The Buyer will notify each of the  parties to which this  certification  is
     made of any changes in the information and conclusions  herein.  Until such
     notice  is  given,  the  Buyer's  purchase  of Rule  144A  Securities  will
     constitute a  reaffirmation  of this  certification  as of the date of such
     purchase.


                               Print Name of Buyer

                                            By:
                                            Name:
                                            Title:

Date:





<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



<PAGE>



        certification  is made  are  relying  and will  continue  to rely on the
        statements made herein because one or more sales to the Buyer will be in
        reliance on Rule 144A. In addition, the Buyer will only purchase for the
        Buyer's own account.

6.      The  undersigned   will  notify  each  of  the  parties  to  which  this
        certification  is made of any changes in the information and conclusions
        herein.  Until such notice, the Buyer's purchase of Rule 144A Securities
        will constitute a reaffirmation of this certification by the undersigned
        as of the date of such purchase.


                               Print Name of Buyer

                                            By:
                                            Name:
                                            Title:


                                            IF AN ADVISER:


                               Print Name of Buyer


Date: __________________





<PAGE>



                                    EXHIBIT O

                              FORM OF ERISA LETTER


                              --------------, ----


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

JPMorgan Chase Bank
450 West 33rd Street
New York, New York 10001

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

Attention: Residential Funding Corporation Series 2001-RM2

Re:  Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RM2[Class B]

Ladies and Gentlemen:

        ______________________________  (the  "Purchaser")  intends to  purchase
from   ___________________________   (the   "Seller")   $_____________   Initial
Certificate  Principal  Balance of Mortgage  Pass-Through  Certificates,  Series
2001-RM2,  Class __ (the  "Certificates"),  issued  pursuant  to the Pooling and
Servicing  Agreement  (the  "Pooling  and  Servicing  Agreement"),  dated  as of
December 1, 2001 among Residential Asset Mortgage Products, Inc., as the company
(the  "Depositor"),  Residential  Funding  Corporation,  as master servicer (the
"Master  Servicer")  and JPMorgan  Chase Bank, as trustee (the  "Trustee").  All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Purchaser hereby certifies,  represents
and warrants to, and covenants  with, the 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,



<PAGE>



on behalf of or purchasing any Certificate with "plan assets" of any Plan within
the  meaning  of  the  Department  of  Labor  ("DOL")  regulation  at 29  C.F.R.
ss.2510.3-101; or

        (b) The Purchaser has provided the Trustee, the Depositor and the Master
Servicer  with an  opinion of counsel  acceptable  to and in form and  substance
satisfactory to the Trustee, the Depositor and the Master Servicer to the effect
that the purchase of Certificates is permissible  under applicable law, will not
constitute or result in any  non-exempt  prohibited  transaction  under ERISA or
Section 4975 of the Code and will not subject the Trustee,  the Depositor or the
Master  Servicer  to any  obligation  or  liability  (including  obligations  or
liabilities  under  ERISA or  Section  4975 of the  Code) in  addition  to those
undertaken in the Pooling and Servicing  Agreement.  In addition,  the Purchaser
hereby certifies, represents and warrants to, and covenants with, the Depositor,
the Trustee and the Master  Servicer that the  Purchaser  will not transfer such
Certificates  to any  Plan or  person  unless  such  Plan or  person  meets  the
requirements set forth in either (a) or (b) above.

                                Very truly yours,



                                            (Purchaser)

                                            By:
                                            Name:
                                            Title:




<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

JPMorgan Chase Bank
450 West 33rd Street, 14th Floor,
New York, New York 10001

Attention: Residential Asset Mortgage Products Inc. Series 2001-RM2

Re: Residential Asset Mortgage Products, Inc. Mortgage Asset-Backed Pass-Through
Certificates, Series 2001-RM2, 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 December 1, 2001, among Residential Asset
Mortgage  Products,  Inc., as depositor,  Residential  Funding  Corporation,  as
master  servicer and  JPMorgan  Chase Bank,  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.



<PAGE>


ss.2510.3-101; or

        (b) The  Purchaser  is an insurance  company,  the source of funds to be
used by which to 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>