RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                   Depositor,

                        RESIDENTIAL FUNDING CORPORATION,

                                Master Servicer,

                                       and

                            THE CHASE MANHATTAN BANK

                                     Trustee




                         POOLING AND SERVICING AGREEMENT

                           Dated as of August 1, 2001




                 Mortgage Asset-Backed Pass-Through Certificates

                                 Series 2001-RZ3



<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                          Page

                                          ARTICLE I

                                         DEFINITIONS

<S>                    <C>                                                                  <C>
               Section 1.01. Definitions...................................................-4-
                      Accrued Certificate Interest.........................................-4-
                      Adjusted Mortgage Rate...............................................-5-
                      Adjusted Net WAC Rate................................................-5-
                      Advance..............................................................-5-
                      Affiliate............................................................-5-
                      Agreement............................................................-5-
                      Amount Held for Future Distribution..................................-6-
                      Appraised Value......................................................-6-
                      Assignment...........................................................-6-
                      Assignment Agreement.................................................-6-
                      Available Distribution Amount........................................-6-
                      Bankruptcy Code......................................................-6-
                      Book-Entry Certificate...............................................-7-
                      Business Day.........................................................-7-
                      Cash Liquidation.....................................................-7-
                      Certificate..........................................................-7-
                      Certificate Account..................................................-7-
                      Certificate Account Deposit Date.....................................-7-
                      Certificateholder or Holder..........................................-7-
                      Certificate Owner....................................................-8-
                      Certificate Principal Balance........................................-8-
                      Certificate Register and Certificate Registrar.......................-8-
                      Class  ..............................................................-8-
                      Class A Certificates.................................................-8-
                      Class A-1 Certificate................................................-8-
                      Class A-2 Certificate................................................-8-
                      Class A-3 Certificate................................................-9-
                      Class A-4 Certificate................................................-9-
                      Class A-5 Certificate................................................-9-
                      Class A-IO Certificate...............................................-9-
                      Class A Interest Distribution Amount.................................-9-
                      Class A Principal Distribution Amount................................-9-
                      Class B Certificate.................................................-10-
                      Class B Interest Distribution Amount................................-10-
                      Class B Net WAC Shortfall...........................................-10-
                      Class B Net WAC Shortfall Carry-Forward Amount......................-10-
                      Class B Principal Distribution Amount...............................-10-


                                             (i)

<PAGE>



                      Class M Certificates................................................-10-
                      Class M-1 Certificate...............................................-11-
                      Class M-1 Interest Distribution Amount..............................-11-
                      Class M-1 Principal Distribution Amount.............................-11-
                      Class M-2 Certificate...............................................-11-
                      Class M-2 Interest Distribution Amount..............................-11-
                      Class M-2 Principal Distribution Amount.............................-11-
                      Class M-3 Certificate...............................................-12-
                      Class M-3 Interest Distribution Amount..............................-12-
                      Class M-3 Principal Distribution Amount.............................-12-
                      Class R Certificate.................................................-12-
                      Class R-I Certificate...............................................-12-
                      Class R-II Certificate..............................................-13-
                      Class R-III Certificate.............................................-13-
                      Class SB Certificate................................................-13-
                      Closing Date........................................................-13-
                      Code   .............................................................-13-
                      Compensating Interest...............................................-13-
                      Corporate Trust Office..............................................-13-
                      Current Specified Overcollateralization Percentage..................-13-
                      Curtailment.........................................................-14-
                      Custodial Account...................................................-14-
                      Custodial Agreement.................................................-14-
                      Custodian...........................................................-14-
                      Cut-off Date........................................................-14-
                      Cut-off Date Balance................................................-14-
                      Cut-off Date Principal Balance......................................-14-
                      Debt Service Reduction..............................................-14-
                      Deficient Valuation.................................................-14-
                      Definitive Certificate..............................................-14-
                      Deleted Mortgage Loan...............................................-14-
                      Delinquent..........................................................-14-
                      Depository..........................................................-15-
                      Depository Participant..............................................-15-
                      Destroyed Mortgage Note.............................................-15-
                      Determination Date..................................................-15-
                      Disqualified Organization...........................................-15-
                      Distribution Date...................................................-16-
                      Diverted Excess Spread..............................................-16-
                      Due Date............................................................-16-
                      Due Period..........................................................-16-
                      Eligible Account....................................................-16-
                      ERISA  .............................................................-16-
                      Event of Default....................................................-16-
                      Excess Cash Flow....................................................-16-
                      Excess Fraud Loss...................................................-17-


                                      (ii)

<PAGE>



                      Excess Loss.........................................................-17-
                      Exchange Date.......................................................-17-
                      Excess Special Hazard Loss..........................................-17-
                      Extraordinary Events................................................-17-
                      Extraordinary Losses................................................-18-
                      Fannie Mae..........................................................-18-
                      FASIT  .............................................................-18-
                      FDIC   .............................................................-18-
                      FHA    .............................................................-18-
                      Final Distribution Date.............................................-18-
                      Final Scheduled Distribution Date...................................-18-
                      Fitch  .............................................................-18-
                      Foreclosure Profits.................................................-18-
                      Fraud Loss Amount...................................................-19-
                      Fraud Losses........................................................-19-
                      Freddie Mac.........................................................-19-
                      HomeComings.........................................................-19-
                      Independent.........................................................-19-
                      Initial Certificate Principal Balance...............................-20-
                      Insurance Proceeds..................................................-20-
                      Interest Accrual Period.............................................-20-
                      Interest Distribution Amount........................................-20-
                      Interim Certificates................................................-20-
                      Late Collections....................................................-20-
                      Liquidation Proceeds................................................-20-
                      Loan-to-Value Ratio.................................................-20-
                      Marker Rate.........................................................-20-
                      Maturity Date.......................................................-21-
                      MERS   .............................................................-21-
                      MERS(R)System.......................................................-21-
                      MIN    .............................................................-21-
                      Modified Mortgage Loan..............................................-22-
                      Modified Net Mortgage Rate..........................................-22-
                      MOM Loan............................................................-22-
                      Monthly Payment.....................................................-22-
                      Moody's.............................................................-22-
                      Mortgage............................................................-22-
                      Mortgage File.......................................................-22-
                      Mortgage Loans......................................................-22-
                      Mortgage Loan Schedule..............................................-22-
                      Mortgage Note.......................................................-23-
                      Mortgage Rate.......................................................-23-
                      Mortgaged Property..................................................-24-
                      Mortgagor...........................................................-24-
                      Net Mortgage Rate...................................................-24-
                      Non-Primary Residence Loans.........................................-24-


                                            (iii)

<PAGE>



                      Non-United States Person............................................-24-
                      Nonrecoverable Advance..............................................-24-
                      Nonsubserviced Mortgage Loan........................................-24-
                      Notional Amount.....................................................-24-
                      Officers' Certificate...............................................-24-
                      Opinion of Counsel..................................................-24-
                      Outstanding Mortgage Loan...........................................-25-
                      Overcollateralization Amount........................................-25-
                      Overcollateralization Increase Amount...............................-25-
                      Ownership Interest..................................................-25-
                      Pass-Through Rate...................................................-25-
                      Paying Agent........................................................-27-
                      Percentage Interest.................................................-27-
                      Permitted Investments...............................................-28-
                      Permitted Transferee................................................-29-
                      Person .............................................................-29-
                      Placement Agent.....................................................-29-
                      Pool Stated Principal Balance.......................................-29-
                      Prepayment Assumption...............................................-29-
                      Prepayment Interest Shortfall.......................................-29-
                      Prepayment Period...................................................-30-
                      Primary Insurance Policy............................................-30-
                      Principal Distribution Amount.......................................-30-
                      Principal Prepayment................................................-30-
                      Principal Prepayment in Full........................................-31-
                      Principal Remittance Amount.........................................-31-
                      Program Guide.......................................................-31-
                      Purchase Price......................................................-31-
                      Qualified Substitute Mortgage Loan..................................-31-
                      Rating Agency.......................................................-31-
                      Realized Loss.......................................................-32-
                      Record Date.........................................................-32-
                      Regular Certificates................................................-32-
                      Regular Interest....................................................-32-
                      Relief Act..........................................................-32-
                      REMIC  .............................................................-32-
                      REMIC Administrator.................................................-33-
                      REMIC I.............................................................-33-
                      REMIC I Regular Interest LT-1.......................................-33-
                      REMIC I Regular Interest LT-2.......................................-33-
                      REMIC II............................................................-34-
                      REMIC II Interest Loss Allocation Amount............................-34-
                      REMIC II  Overcollateralization Amount..............................-34-
                      REMIC II Principal Loss Allocation Amount...........................-35-
                      REMIC II Regular Interest MT-1......................................-35-
                      REMIC II Regular Interest MT-2......................................-35-


                                      (iv)

<PAGE>



                      REMIC II Regular Interest MT-3......................................-35-
                      REMIC II Regular Interest MT-4......................................-35-
                      REMIC II Regular Interest MT-5......................................-35-
                      REMIC II Regular Interest MT-6......................................-35-
                      REMIC II Regular Interest MT-7......................................-36-
                      REMIC II Regular Interest MT-8......................................-36-
                      REMIC II Regular Interest MT-9......................................-36-
                      REMIC II Regular Interest MT-10.....................................-36-
                      REMIC II Regular Interest MT-11.....................................-36-
                      REMIC II Regular Interest MT-11 Maximum Interest Deferral Amount....-36-
                      REMIC II Required Overcollateralization Amount......................-37-
                      REMIC III...........................................................-37-
                      REMIC Provisions....................................................-37-
                      REO Acquisition.....................................................-37-
                      REO Disposition.....................................................-38-
                      REO Imputed Interest................................................-38-
                      REO Proceeds........................................................-38-
                      REO Property........................................................-38-
                      Repurchase Event....................................................-38-
                      Request for Release.................................................-38-
                      Required Insurance Policy...........................................-38-
                      Required Overcollateralization Amount...............................-38-
                      Reserve Fund........................................................-38-
                      Reserve Fund Deposit................................................-38-
                      Reserve Fund Residual Right.........................................-38-
                      Residential Funding.................................................-38-
                      Responsible Officer.................................................-39-
                      Servicing Accounts..................................................-39-
                      Servicing Advances..................................................-39-
                      Servicing Fee.......................................................-39-
                      Servicing Fee Rate..................................................-39-
                      Servicing Modification..............................................-39-
                      Servicing Officer...................................................-39-
                      Sixty-Plus Delinquency Percentage...................................-39-
                      Special Hazard Amount...............................................-40-
                      Special Hazard Loss.................................................-40-
                      Standard & Poor's...................................................-40-
                      Startup Date........................................................-41-
                      Stated Principal Balance............................................-41-
                      Stepdown Date.......................................................-41-
                      Step-Up Date........................................................-41-
                      Subordination.......................................................-41-
                      Subserviced Mortgage Loan...........................................-41-
                      Subservicer.........................................................-41-
                      Subservicer Advance.................................................-41-


                                             (v)

<PAGE>



                      Subservicing Account................................................-41-
                      Subservicing Agreement..............................................-42-
                      Subservicing Fee....................................................-42-
                      Tax Returns.........................................................-42-
                      Transfer............................................................-42-
                      Transferee..........................................................-42-
                      Transferor..........................................................-42-
                      Trigger Event.......................................................-42-
                      Trust Fund..........................................................-43-
                      Uniform Single Attestation Program for Mortgage Bankers.............-43-
                      Uncertificated Accrued Interest.....................................-43-
                      Uncertificated Notional Amount......................................-43-
                      Uncertificated Pass-Through Rate....................................-44-
                      Uncertificated Principal Balance....................................-44-
                      Uncertificated REMIC I Pass-Through Rate............................-44-
                      Uncertificated REMIC II Pass-Through Rate...........................-44-
                      Uncertificated Regular Interests....................................-44-
                      Uninsured Cause.....................................................-44-
                      United States Person................................................-45-
                      VA     .............................................................-45-
                      Voting Rights.......................................................-45-
                      Weighted Average Net Mortgage Rate..................................-45-

                                   ARTICLE II

                                CONVEYANCE OF MORTGAGE LOANS;
                              ORIGINAL ISSUANCE OF CERTIFICATES

               Section 2.01. Conveyance of Mortgage Loans.................................-46-
               Section 2.02. Acceptance by Trustee........................................-49-
               Section 2.03. Representations, Warranties and Covenants of the Master
                                Servicer and the Depositor ...............................-51-
               Section 2.04. Representations and Warranties of Residential Funding........-53-
               Section 2.05. Execution and Authentication of Certificates; Conveyance of
                                Uncertificated REMIC Regular Interests....................-55-

                                         ARTICLE III

                          ADMINISTRATION AND SERVICING
                                      OF MORTGAGE LOANS

               Section 3.01. Master Servicer to Act as Servicer...........................-57-
               Section 3.02. Subservicing Agreements Between Master Servicer and
                                Subservicers; Enforcement of Subservicers' Obligations;
                                Special Servicing.............. ..........................-58-
               Section 3.03. Successor Subservicers.......................................-59-
               Section 3.04. Liability of the Master Servicer.............................-60-


                                      (vi)

<PAGE>



               Section 3.05. No Contractual Relationship Between Subservicer and
                                Trustee or Certificateholders ............................-60-
               Section 3.06. Assumption or Termination of Subservicing Agreements by
                                Trustee ..................................................-60-
               Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits
                                to Custodial Account......................................-61-
               Section 3.08. Subservicing Accounts; Servicing Accounts....................-63-
               Section 3.09. Access to Certain Documentation and Information Regarding
                                the Mortgage Loans........................................-65-
               Section 3.10. Permitted Withdrawals from the Custodial Account.............-65-
               Section 3.11. Maintenance of Primary Insurance Coverage....................-67-
               Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
                                Coverage .................................................-67-
               Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
                                 Modification Agreements; Certain Assignments.............-69-
               Section 3.14. Realization Upon Defaulted Mortgage Loans....................-71-
               Section 3.15. Trustee to Cooperate; Release of Mortgage Files..............-73-
               Section 3.16. Servicing and Other Compensation; Compensating Interest......-75-
               Section 3.17. Reports to the Trustee and the Depositor.....................-76-
               Section 3.18. Annual Statement as to Compliance............................-76-
               Section 3.19. Annual Independent Public Accountants' Servicing Report......-76-
               Section 3.20. Right of the Depositor in Respect of the Master Servicer.....-77-

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

               Section 4.01. Certificate Account..........................................-78-
               Section 4.02. Distributions................................................-78-
               Section 4.03. Statements to Certificateholders.............................-85-
               Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the Master
                             Servicer.....................................................-87-
               Section 4.05. Allocation of Realized Losses................................-89-
               Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property-91-
               Section 4.07. Optional Purchase of Defaulted Mortgage Loans................-91-
               Section 4.08. Distribution of Class B Net WAC Shortfall Carry-Forward Amount; Reserve Fund
                                                                                          -91-

                                          ARTICLE V

                                THE CERTIFICATES

               Section 5.01. The Certificates.............................................-93-
               Section 5.02. Registration of Transfer and Exchange of Certificates........-94-
               Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...........-100-
               Section 5.04. Persons Deemed Owners.......................................-100-
               Section 5.05. Appointment of Paying Agent.................................-101-
               Section 5.06. Optional Purchase of Certificates...........................-101-


                                            (vii)

<PAGE>




                                   ARTICLE VI

                            THE DEPOSITOR AND THE MASTER SERVICER

               Section 6.01. Respective Liabilities of the Depositor and the
                                Master Servicer .........................................-103-
               Section 6.02. Merger or Consolidation of the Depositor or the Master
                                Servicer; Assignment of Rights and Delegation of Duties
                                by Master Servicer.......... ............................-103-
               Section 6.03. Limitation on Liability of the Depositor, the Master
                                Servicer and Others .....................................-104-
               Section 6.04. Depositor and Master Servicer Not to Resign.................-105-

                                         ARTICLE VII

                                           DEFAULT

               Section 7.01. Events of Default...........................................-106-
               Section 7.02. Trustee or Depositor to Act; Appointment of Successor.......-108-
               Section 7.03. Notification to Certificateholders..........................-109-
               Section 7.04. Waiver of Events of Default.................................-109-

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

               Section 8.01. Duties of Trustee...........................................-111-
               Section 8.02. Certain Matters Affecting the Trustee.......................-112-
               Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.......-114-
               Section 8.04. Trustee May Own Certificates................................-114-
               Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
                                Indemnification .........................................-114-
               Section 8.06. Eligibility Requirements for Trustee........................-115-
               Section 8.07. Resignation and Removal of the Trustee......................-116-
               Section 8.08. Successor Trustee...........................................-117-
               Section 8.09. Merger or Consolidation of Trustee..........................-117-
               Section 8.10. Appointment of Co-Trustee or Separate Trustee...............-118-
               Section 8.11. Appointment of Custodians...................................-119-

                                   ARTICLE IX

                                         TERMINATION

               Section 9.01. Termination Upon Purchase by the Master Servicer or
                                Liquidation of All Mortgage Loans........................-120-
               Section 9.02. Additional Termination Requirements.........................-122-

                                          ARTICLE X

                                REMIC PROVISIONS

               Section 10.01.REMIC Administration........................................-124-
               Section 10.02.Master Servicer, REMIC Administrator and Trustee
                                Indemnification .........................................-127-

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

               Section 11.01.Amendment...................................................-129-
               Section 11.02.Recordation of Agreement; Counterparts......................-131-
               Section 11.03.Limitation on Rights of Certificateholders..................-132-
               Section 11.04.Governing Law...............................................-133-
               Section 11.05.Notices.....................................................-133-
               Section 11.06.Notices to Rating Agencies..................................-133-
               Section 11.07.Severability of Provisions..................................-134-
               Section 11.08.Supplemental Provisions for Resecuritization................-134-
</TABLE>


Exhibit A      Form of Class A Certificate
Exhibit B-1    Form of Class M Certificate
Exhibit B-2    Form of Definitive Class B Certificate
Exhibit C      Form of Class SB Certificate
Exhibit D      Form of Class R Certificate
Exhibit E      Form of Custodial Agreement
Exhibit F      Mortgage Loan Schedule
Exhibit G      Forms of Request for Release
Exhibit H-1    Form of Transfer Affidavit and Agreement
Exhibit H-2    Form of Transferor Certificate
Exhibit I      Form of Investor Representation Letter
Exhibit J      Form of Transferor Representation Letter
Exhibit K      Text of Amendment to Pooling and Servicing
               Agreement Pursuant to Section 11.01(e) for a
               Limited Guaranty
Exhibit L      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 for Class SB Certificates
Exhibit P      Form of ERISA Letter for Class M and Class B Certificates



                                     (viii)

<PAGE>



               This Pooling and Servicing  Agreement,  effective as of August 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 THE CHASE MANHATTAN 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
fourteen  classes,  which in the aggregate  will evidence the entire  beneficial
ownership  interest in a trust fund (the "Trust Fund")  consisting  primarily of
the  Mortgage  Loans (as  defined  herein) and the  Reserve  Fund (as  described
herein).

                                     REMIC I

        As provided  herein,  the REMIC  Administrator  will make an election to
treat the segregated pool of assets consisting of the Mortgage Loans and certain
other related  assets  (exclusive of the Reserve Fund) subject to this Agreement
as a real estate mortgage  investment conduit (a "REMIC") for federal income tax
purposes,  and such  segregated  pool of assets will be designated as "REMIC I."
The Class R-I Certificates will represent the sole class of "residual interests"
in REMIC I for  purposes  of the REMIC  Provisions  (as  defined  herein)  under
federal  income  tax  law.  The  following  table  irrevocably  sets  forth  the
designation,  remittance rate (the "Uncertificated  REMIC I Pass- Through Rate")
and initial Uncertificated Principal Balance for each of the "regular interests"
in REMIC I (the  "REMIC I Regular  Interests").  The "latest  possible  maturity
date" (determined solely for purposes of satisfying  Treasury regulation Section
1.860G-1(a)(4)(iii))  for each  REMIC I  Regular  Interest  shall  be the  360th
Distribution Date. None of the REMIC I Regular Interests will be certificated.

<TABLE>
<CAPTION>



                   Uncertificated REMIC I    Initial Uncertificated       Latest Possible
  Designation         Pass-Through Rate         Principal Balance          Maturity Date
-------------    ------------------------   ----------------------   ----------------------

<S>     <C>                     <C>         <C>                                      <C> <C>
     LT-1               Variable(1)         $         175,001,206.00          August 25, 2031
     LT-2               Variable(1)         $           5,000,000.00          August 25, 2031
     LT-3               Variable(1)         $           5,000,000.00          August 25, 2031
     LT-4               Variable(1)         $           5,000,000.00          August 25, 2031
     LT-5               Variable(1)         $           5,000,000.00          August 25, 2031
     LT-6               Variable(1)         $          20,000,000.00          August 25, 2031
      R-1                    -              $                      -
</TABLE>

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

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



                                    REMIC II

        As provided  herein,  the REMIC  Administrator  will make an election to
treat the segregated pool of assets  consisting of the REMIC I Regular Interests
and certain other related assets (exclusive


                                             -1-

<PAGE>



of the  Reserve  Fund)  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  II." The Class  R-II
Certificates  will represent the sole class of "residual  interests" in REMIC II
for purposes of the REMIC  Provisions  (as defined  herein) under federal income
tax law. The following table irrevocably sets forth the designation,  remittance
rate  (the   "Uncertificated   REMIC  II   Pass-Through   Rate")   and   initial
Uncertificated Principal Balance for each of the "regular interests" in REMIC II
(the  "REMIC  II  Regular  Interests").  The  "latest  possible  maturity  date"
(determined  solely for  purposes  of  satisfying  Treasury  regulation  Section
1.860G-1(a)(4)(iii))  for each  REMIC II  Regular  Interest  shall be the  360th
Distribution Date. None of the REMIC II Regular Interests will be certificated.


<TABLE>
<CAPTION>


                   Uncertificated REMIC II   Initial Uncertificated       Latest Possible
  Designation         Pass-Through Rate         Principal Balance          Maturity Date
-------------    ------------------------   ----------------------   ----------------------

<S>     <C>                     <C>         <C>                                      <C> <C>
     MT-1               Variable(1)         $         210,701,181.88          August 25, 2031
     MT-2               Variable(1)         $             531,500.00          August 25, 2031
     MT-3               Variable(1)         $             361,940.00          August 25, 2031
     MT-4               Variable(1)         $             279,900.00          August 25, 2031
     MT-5               Variable(1)         $             464,310.00          August 25, 2031
     MT-6               Variable(1)         $             189,850.00          August 25, 2031
     MT-7               Variable(1)         $             118,250.00          August 25, 2031
     MT-8               Variable(1)         $              96,750.00          August 25, 2031
     MT-9               Variable(1)         $              64,500.00          August 25, 2031
     MT-10              Variable(1)         $              43,000.00          August 25, 2031
     MT-11              Variable(1)         $           2,150,024.12          August 25, 2031
     MT-IO              Variable(2)         $                 N/A(3)          August 25, 2031
</TABLE>

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

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

(2)  The Pass-Through Rate for REMIC II Regular Interest MT-IO will be 8.00% per
     annum for the  September  2001 through  February 2004  distribution  dates.
     REMIC II Regular  Interest  MT-IO will only be entitled to interest for the
     first 30 distribution dates.

(3)  REMIC II Regular Interest MT-IO will not have an  Uncertificated  Principal
     Balance, but will accrue interest on its Uncertificated  Notional Amount as
     defined herein.


                                    REMIC III

               As provided herein,  the REMIC  Administrator will elect to treat
the  segregated  pool of assets  consisting  of the REMIC II  Regular  Interests
(exclusive of the Reserve Fund) as a REMIC for federal income tax purposes,  and
such  segregated pool of assets will be designated as REMIC III. The Class R-III
Certificates will represent the sole class of "residual  interests" in REMIC III
for purposes of the REMIC Provisions under federal income tax law. The following
table  irrevocably  sets forth the  designation,  Pass-Through  Rate,  aggregate
Initial  Certificate  Principal  Balance,  certain  features,  Maturity Date and
initial  ratings  for  each  Class  of  Certificates  comprising  the  interests
representing  "regular  interests" in REMIC III. The "latest  possible  maturity
date" (determined solely for purposes of satisfying  Treasury Regulation Section
1.860G-1(a)(4)(iii))  for each Class of REMIC III Regular  Certificates shall be
the 360th Distribution Date.



                                             -2-

<PAGE>


<TABLE>
<CAPTION>


                          PASS-    AGGREGATE INITIAL
                         THROUGH   CERTIFICATE PRINC FEATURES
DESIGNATION   TYPE        RATE          BALANCE     IPAL        MATURITY DATE   INITIAL RATINGS
                                                                               S&P/FITCH MOODY'S
<S>     <C>             <C>  <C>   <C>                                <C> <C>
Class A-1    Senior     4.66%(1)   $   53,150,000.00  Senior   August 25, 2031    AAA      Aaa
Class A-2    Senior     5.01%(1)   $   36,194,000.00  Senior   August 25, 2031    AAA      Aaa
Class A-3    Senior     5.42%(1)   $   27,990,000.00  Senior   August 25, 2031    AAA      Aaa
Class A-4    Senior     6.13%(1)   $   46,431,000.00  Senior   August 25, 2031    AAA      Aaa
Class A-5    Senior    6.70%(1)(2) $   18,985,000.00  Senior   August 25, 2031    AAA      Aaa
Class A-IO   Senior     8.00%(3)   $             (4)Senior/InteFebruary 25, 2004  AAA      Aaa
                                                       Only
Class M-1   Mezzanine  6.63%(1)(2) $   11,825,000.00 Mezzanine August 25, 2031    AA       Aa2
Class M-2   Mezzanine  6.88%(1)(2) $    9,675,000.00 Mezzanine August 25, 2031     A        A2
Class M-3   Mezzanine 7.22%(1)(2)(6$    6,450,000.00 Mezzanine August 25, 2031    BBB      Baa2
 Class B   Subordinate8.50%(1)(2)(6$    4,300,000.00SubordinateAugust 25, 2031    BB       Ba2
 Class SB  SubordinateAdjustable(5)$        1,205.90SubordinateAugust 25, 2031    N/R      N/R
Class R-I   Residual       N/A                   N/A Residual  August 25, 2031    N/R      N/R
Class R-II  Residual       N/A                   N/A Residual  August 25, 2031    N/R      N/R
Class R-III Residual       N/A                   N/A Residual  August 25, 2031    N/R      N/R
</TABLE>

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

(1)  Subject to a cap as  described in the  definition  of  "Pass-Through  Rate"
     herein.

(2)  After the first  Distribution Date after the Step-Up Date, the Pass-Through
     Rate indicated above will increase by a per annum rate equal to 0.50%.

(3)     The Pass-Through  Rate for the Class A-IO Certificates will be 8.00% per
        annum for the September 2001 through February 2004  Distribution  Dates.
        The Class A-IO  Certificates  will only be entitled to interest  for the
        first 30 Distribution Dates.

(4)     The Class A-IO  Certificates  do not have a principal  balance.  For the
        purpose of  calculating  interest  payments,  interest  will accrue on a
        notional amount initially equal to the lesser of (a) $40,000,000 for the
        September 2001 through February 2002 distribution dates; $35,000,000 for
        the March 2002 through August 2002 distribution  dates;  $30,000,000 for
        the September 2002 through February 2003 distribution dates; $25,000,000
        for the March 2003 through August 2003 distribution  dates;  $20,000,000
        for the September 2003 through February 2004 distribution  dates; and $0
        for distribution  dates following the February 2004  distribution  date;
        and (b) the mortgage pool balance.

(5)     The Class SB  Certificates  will  accrue  interest as  described  in the
        definition of Accrued  Certificate  Interest.  The Class SB Certificates
        will not accrue interest on their Certificate Principal Balance.

(6)     After the Distribution  Date in February 2004, the Pass-Through  Rate on
        the Class M-3 and Class B  Certificates  will be the lesser of the fixed
        rate per annum  indicated  above and the  Weighted  Average Net Mortgage
        Rates of the Mortgage Loans.

               The  Mortgage  Loans have an  aggregate  Cut-off  Date  Principal
Balance equal to approximately $215,001,206.  The Mortgage Loans are fixed-rate,
fully  amortizing,  first lien or balloon payment mortgage loans having terms to
maturity at origination of 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 and the Class A, Class M and Class B Certificates,  interest accrued during
the  preceding  calendar  month at the related  Pass-Through  Rate less interest
shortfalls  and  interest  losses from the  Mortgage  Loans,  if any,  allocated
thereto  for  such  Distribution  Date,  on the  Certificate  Principal  Balance
thereof, or Notional Amount thereof, in the case of the Class A-IO Certificates,
immediately  prior  to such  Distribution  Date  (or in the  case  of the  first
Distribution Date, the Cut-off Date).  Accrued Certificate Interest on the Class
A, Class M and Class B Certificates  will be reduced by (i) the interest portion
(adjusted  to the Net Mortgage  Rate (or the  Modified Net Mortgage  Rate in the
case of a Modified Mortgage Loan)) of Excess Losses on the Mortgage Loans to the
extent allocated to the related Class A, Class M and Class B Certificates,  (ii)
the interest portion of Advances previously made with respect to a Mortgage Loan
or REO Property which remained  unreimbursed  following the Cash  Liquidation or
REO  Disposition  of such  Mortgage  Loan or REO  Property  that  were made with
respect to  delinquencies  that were ultimately  determined to be Excess Losses,
and (iii) any other  interest  shortfalls  on the  Mortgage  Loans,  other  than
Prepayment Interest Shortfalls,  including interest that is not collectible from
the Mortgagor  for the related Due Period  pursuant to the Relief Act or similar
legislation  or  regulations  as in  effect  from  time to  time,  with all such
reductions  allocated on the Mortgage  Loans to the Class A, Class M and Class B
Certificates  on a pro  rata  basis  in  reduction  of the  Accrued  Certificate
Interest which would have resulted  absent such  reductions.  In addition to the
foregoing,  the amount of  interest  payable to the Class A, Class M and Class B
Certificates  shall  be  reduced  by  the  amount  of  (a)  Prepayment  Interest
Shortfalls  to the  extent not  covered by  Compensating  Interest  pursuant  to
Section  3.16  allocated  thereto  pursuant  to  Section  4.02(e)  or covered by
payments  pursuant  to  Section  4.02(c)(viii)  and (ix);  and (b) the  interest
portion of Realized  Losses  allocated  through  Subordination  as  described in
Section  4.05.  With  respect  to  each  Distribution  Date  and  the  Class  SB
Certificates,  interest  accrued  during  the  preceding  calendar  month at the
related  Pass-Through Rate on the Notional Amount as specified in the definition
of Pass-Through Rate,  immediately prior to such Distribution Date in each case,
reduced by any interest shortfalls with respect to the Mortgage Loans other than
Prepayment Interest Shortfalls.  In addition,  Accrued Certificate Interest with
respect to each  Distribution  Date, as to the Class SB  Certificates,  shall be
reduced by an amount equal to the interest  portion of Realized Losses allocated
to the  Overcollateralization  Amount  pursuant to Section 4.05 hereof.  Accrued
Certificate Interest on the Class A Certificates,  the Class M Certificates, the
Class B Certificates  and Class SB  Certificates  shall accrue on the basis of a
360-day year consisting of twelve 30-day months.



                                             -4-

<PAGE>



               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.

               Adjusted Net WAC Rate: For the September 2001  Distribution  Date
through the February 2004  Distribution  Date, a per annum rate equal to (1) the
weighted average of the Net Mortgage Rates of the Mortgage Loans as of the first
day of the month  preceding  the month in which such  Distribution  Date  occurs
minus  (2) the  Pass-Through  Rate  for the  Class  A-IO  Certificates  for such
Distribution  Date  multiplied by a fraction,  the numerator of which is (x) the
Notional  Amount  of the  Class  A-IO  Certificates  immediately  prior  to such
Distribution  Date,  and the  denominator  of which is (y) the aggregate  Stated
Principal  Balance  of the  Mortgage  Loans  as of the  first  day of the  month
preceding the month in which such Distribution  Date occurs.  For any subsequent
Distribution  Date,  the  weighted  average  of the Net  Mortgage  Rates  of the
Mortgage Loans. For federal income tax purposes,  however, a per annum rate (but
not less than zero)  equal to the  weighted  average  of (x) the  Uncertificated
REMIC 1 Pass-Through Rate with respect to REMIC 1 Regular Interest LT-1 for such
Distribution  Date and (y) the  excess,  if any, of the  Uncertificated  REMIC 1
Pass-Through  Rate  with  respect  to  REMIC 1  Regular  Interest  LT-6 for such
Distribution Date over 8.00% per annum,  weighted, in the case of clause (x), on
the basis of the  Uncertificated  Principal  Balance of REMIC 1 Regular Interest
LT-1,  and in the case of  clause  (y),  on the basis of,  with  respect  to any
Distribution  Date in or before  February  2002,  the  aggregate  Uncertificated
Principal  Balances of REMIC 1 Regular  Interest LT-2,  REMIC 1 Regular Interest
LT-3,  REMIC 1 Regular  Interest LT-4, REMIC 1 Regular Interest LT-5 and REMIC 1
Regular Interest LT-6; with respect to any Distribution Date after February 2002
and in or before August 2002, the aggregate Uncertificated Principal Balances of
REMIC 1 Regular  Interest LT-3,  REMIC 1 Regular  Interest LT-4, REMIC 1 Regular
Interest  LT-5  and  REMIC  1  Regular   Interest  LT-6;  with  respect  to  any
Distribution  Date  after  August  2002  and in or  before  February  2003,  the
aggregate  Uncertificated  Principal  Balances of REMIC 1 Regular Interest LT-4,
REMIC 1 Regular Interest LT-5 and REMIC 1 Regular Interest LT-6; with respect to
any  Distribution  Date after  February 2003 and in or before  August 2003,  the
aggregate Uncertificated Principal Balances of REMIC 1 Regular Interest LT-5 and
REMIC 1 Regular  Interest  LT-6;  with  respect to any  distribution  date after
August 2003 and in or before February 2004, the Uncertificated Principal Balance
of REMIC 1 Regular Interest LT-6, respectively.

     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.



                                             -5-

<PAGE>



               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.

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

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

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



                                             -6-

<PAGE>



               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  SB
Certificate or Class R Certificate.

               Certificate   Account:   The  account  or  accounts  created  and
maintained  pursuant  to  Section  4.01,  which  shall be  entitled  "The  Chase
Manhattan Bank, as trustee,  in trust for the registered  holders of Residential
Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass- Through Certificates,
Series 2001-RZ3" and which must be an Eligible Account.

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

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



                                             -7-

<PAGE>



               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, Class
M or Class B Certificate (other than a Class A-IO  Certificate),  on any date of
determination,  an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof,  minus (ii) the sum of (x)
the  aggregate  of all  amounts  previously  distributed  with  respect  to such
Certificate  (or  any  predecessor   Certificate)  and  applied  to  reduce  the
Certificate  Principal Balance or amount thereof pursuant to Section 4.02(c) and
(y) the aggregate of all reductions in Certificate  Principal  Balance deemed to
have occurred in connection with Realized Losses which were previously allocated
to such Certificate (or any predecessor  Certificate)  pursuant to Section 4.05.
With  respect to each Class SB  Certificate,  on any date of  determination,  an
amount equal to the Percentage  Interest  evidenced by such Certificate times an
amount  equal  to (i) the  excess,  if any,  of (A) the  then  aggregate  Stated
Principal Balance of the Mortgage Loans over (B) the then aggregate  Certificate
Principal  Balance  of the  Class  A,  Class  M and  Class B  Certificates  then
outstanding,  plus (ii) any Diverted  Excess Spread.  The Class A-IO and Class R
Certificates will not have a Certificate Principal Balance.

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

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

               Class A Certificates:  Any one of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5 or Class A-IO Certificates.

               Class A-1  Certificate:  Any one of the  Class  A-1  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as Exhibit A,  senior to the Class M
Certificates,   Class  B  Certificates,   Class  SB  Certificates  and  Class  R
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 A-2  Certificate:  Any one of the  Class  A-2  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as Exhibit A,  senior to the Class M
Certificates,   Class  B  Certificates,   Class  SB  Certificates  and  Class  R
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.



                                             -8-

<PAGE>



               Class A-3  Certificate:  Any one of the  Class  A-3  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as Exhibit A,  senior to the Class M
Certificates,   Class  B  Certificates,   Class  SB  Certificates  and  Class  R
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 A-4  Certificate:  Any one of the  Class  A-4  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as Exhibit A,  senior to the Class M
Certificates,   Class  B  Certificates,   Class  SB  Certificates  and  Class  R
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 A-5  Certificate:  Any one of the  Class  A-5  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as Exhibit A,  senior to the Class M
Certificates,   Class  B  Certificates,   Class  SB  Certificates  and  Class  R
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 A-IO  Certificate:  Any one of the Class A-IO  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as Exhibit A,  senior to the Class M
Certificates,   Class  B  Certificates,   Class  SB  Certificates  and  Class  R
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 A Interest Distribution Amount: As defined in Section 4.02(c)(i).

               Class  A  Principal  Distribution  Amount:  With  respect  to any
Distribution  Date on or after the  Stepdown  Date if a Trigger  Event is not in
effect for that Distribution Date, the lesser of:

               (I) the Principal Distribution Amount for that Distribution Date;
               and

               (II)  the  excess  of (A)  the  aggregate  Certificate  Principal
               Balance  of the Class A  Certificates  immediately  prior to that
               Distribution  Date over (B) the lesser of (x) the  product of (1)
               100% minus the sum of (a) 30.00%  and (b) the  Current  Specified
               Overcollateralization  Percentage  and (2) the  aggregate  Stated
               Principal  Balance of the Mortgage  Loans after giving  effect to
               distributions  to be made on that  Distribution  Date and (y) the
               aggregate  Stated   Principal   Balance  of  the  Mortgage  Loans
               immediately preceding that Distribution Date.



                                             -9-

<PAGE>



               Class B Certificate: Any one of the Class B Certificates executed
by the Trustee and authenticated by the Certificate  Registrar  substantially in
one or more of the forms annexed  hereto as Exhibit B-2,  senior to the Class SB
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 (i)
evidencing  an  interest  designated  as a "regular  interest"  in REMIC III for
purposes of the REMIC  Provisions  and (ii) the right to receive the Class B Net
WAC Shortfall Carry-Forward Amount from the Reserve Fund.

     Class B Interest Distribution Amount: As defined in Section 4.02(c)(v).

               Class  B  Net  WAC  Shortfall:   With  respect  to  the  Class  B
Certificates  and any  Distribution  Date on which  the REMIC II Net WAC Rate is
used to determine the Pass-Through  Rate of the Class B Certificates,  an amount
equal to the excess of (x) Accrued Certificate Interest calculated at 8.50% over
(y) Accrued Certificate Interest calculated using the REMIC II Net WAC Rate.

               Class B Net WAC Shortfall  Carry-Forward  Amount: With respect to
the Class B  Certificates  and any  Distribution  Date,  an amount  equal to the
aggregate  amount  of  Class  B  Net  WAC  Shortfall  for  this  Class  on  that
Distribution  Date,  plus  any  unpaid  Class B Net  WAC  Shortfall  from  prior
Distribution Dates, to the extent not covered by payments from the Reserve Fund,
plus interest thereon to the extent previously  unreimbursed by Excess Cash Flow
at a rate equal to 8.50% per annum.

               Class  B  Principal  Distribution  Amount:  With  respect  to any
Distribution  Date on or after the  Stepdown  Date if a Trigger  Event is not in
effect for that Distribution Date, the lesser of:

               (I)  the  remaining   Principal   Distribution  Amount  for  that
               Distribution  Date after  distribution of the Class A, Class M-1,
               Class M-2 and Class M-3 Principal Distribution Amount; and

               (II) the excess of (A) the sum of (1) the  aggregate  Certificate
               Principal  Balance of the Class A, Class M-1, Class M-2 and Class
               M-3  Certificates  (after  taking into account the payment of the
               Class  A,   Class  M-1,   Class  M-2  and  Class  M-3   Principal
               Distribution  Amount  for  that  Distribution  Date)  and (2) the
               Certificate   Principal  Balance  of  the  Class  B  Certificates
               immediately  prior to that  Distribution Date over (B) the lesser
               of   (x)   the   product   of   (1)   the    Current    Specified
               Overcollateralization  Percentage  and (2) the  aggregate  Stated
               Principal  Balance of the Mortgage  Loans after giving  effect to
               distributions  to be made on that  Distribution  Date and (y) the
               aggregate  Stated   Principal   Balance  of  the  Mortgage  Loans
               immediately preceding that Distribution Date.

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



                                      -10-

<PAGE>



               Class M-1  Certificate:  Any one of the  Class  M-1  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as Exhibit B- 1, senior to the Class
M-2, Class M-3, Class B and Class SB 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-1 Interest Distribution Amount: As defined in Section 4.02(c)(ii).

               Class M-1  Principal  Distribution  Amount:  With  respect to any
Distribution  Date on or after the  Stepdown  Date if a Trigger  Event is not in
effect for that Distribution Date, the lesser of:

               (I)  the  remaining   Principal   Distribution  Amount  for  that
               Distribution  Date after  distribution  of the Class A  Principal
               Distribution Amount; and

               (II) the excess of (A) the sum of (1) the  aggregate  Certificate
               Principal Balance of the Class A Certificates  (after taking into
               account the payment of the Class A Principal  Distribution Amount
               for that  Distribution  Date) and (2) the  Certificate  Principal
               Balance of the Class M-1 Certificates  immediately  prior to that
               Distribution  Date over (B) the lesser of (x) the  product of (1)
               100% minus the sum of (a) 19.00%  and (b) the  Current  Specified
               Overcollateralization  Percentage  and (2) the  aggregate  Stated
               Principal  Balance of the Mortgage  Loans after giving  effect to
               distributions  to be made on that  Distribution  Date and (y) the
               aggregate  Stated   Principal   Balance  of  the  Mortgage  Loans
               immediately preceding that Distribution Date.

               Class M-2  Certificate:  Any one of the  Class  M-2  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as Exhibit B- 1, senior to the Class
M-3, Class B and Class SB  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-2 Interest Distribution Amount: As defined in Section 4.02(c)(iii).

               Class M-2  Principal  Distribution  Amount:  With  respect to any
Distribution  Date on or after the  Stepdown  Date if a Trigger  Event is not in
effect for that Distribution Date, the lesser of:

               (I)  the  remaining   Principal   Distribution  Amount  for  that
               Distribution  Date after  distribution  of the Class A  Principal
               Distribution  Amount  and the  Class M-1  Principal  Distribution
               Amount; and

               (II) the excess of (A) the sum of (1) the  aggregate  Certificate
               Principal  Balance  of the  Class A and  Class  M-1  Certificates
               (after taking into account the payment of


                                      -11-

<PAGE>



               the Class A Principal Distribution Amount and Class M-1 Principal
               Distribution  Amount  for  that  Distribution  Date)  and (2) the
               Certificate  Principal  Balance  of the  Class  M-2  Certificates
               immediately  prior to that  Distribution Date over (B) the lesser
               of (x) the  product  of (1) 100%  minus the sum of (a) 10.00% and
               (b) the Current  Specified  Overcollateralization  Percentage and
               (2) the aggregate Stated Principal  Balance of the Mortgage Loans
               after  giving  effect  to   distributions  to  be  made  on  that
               Distribution  Date and (y) the aggregate Stated Principal Balance
               of the Mortgage Loans  immediately  preceding  that  Distribution
               Date.

               Class M-3  Certificate:  Any one of the  Class  M-3  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form annexed hereto as Exhibit B- 1, senior to the Class B
and Class SB 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-3 Interest Distribution Amount: As defined in Section 4.02(c)(iv).

               Class M-3  Principal  Distribution  Amount:  With  respect to any
Distribution  Date on or after the  Stepdown  Date if a Trigger  Event is not in
effect for that Distribution Date, the lesser of:

               (I)  the  remaining   Principal   Distribution  Amount  for  that
               Distribution  Date after  distribution  of the Class A  Principal
               Distribution Amount, the Class M-1 Principal  Distribution Amount
               and the Class M-2 Principal Distribution Amount; and

               (II) the excess of (A) the sum of (1) the  aggregate  Certificate
               Principal  Balance  of the  Class  A,  Class  M-1 and  Class  M-2
               Certificates  (after taking into account the payment of the Class
               A Principal Distribution Amount, Class M-1 Principal Distribution
               Amount  and  Class M-2  Principal  Distribution  Amount  for that
               Distribution  Date) and (2) the Certificate  Principal Balance of
               the Class M-3 Certificates immediately prior to that Distribution
               Date over (B) the lesser of (x) the product of (1) 100% minus the
               sum   of   (a)    4.00%   and   (b)   the    Current    Specified
               Overcollateralization  Percentage  and (2) the  aggregate  Stated
               Principal  Balance of the Mortgage  Loans after giving  effect to
               distributions  to be made on that  Distribution  Date and (y) the
               aggregate  Stated   Principal   Balance  of  the  Mortgage  Loans
               immediately preceding that Distribution Date.

     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.



                                      -12-

<PAGE>



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

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

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

               Closing Date:  August 29, 2001.

               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 lesser of (a)  one-twelfth  of 0.125% of the Stated  Principal
Balance of the Mortgage Loans  immediately  preceding such Distribution Date and
(b) the sum of the  Servicing  Fee,  all income and gain on amounts  held in the
Custodial   Account   and  the   Certificate   Account   and   payable   to  the
Certificateholders   with  respect  to  such  Distribution  Date  and  servicing
compensation  to which the Master  Servicer may be entitled  pursuant to Section
3.10(a)(v) and (vi), in each case with respect to the Mortgage  Loans;  provided
that for purposes of this definition the amount of the Servicing Fee will not be
reduced  pursuant to Section  7.02(a) except as may be required  pursuant to the
last sentence of Section 7.02(a).

               Corporate  Trust Office:  The principal  office of the Trustee at
which at any particular  time its corporate  trust business with respect to this
Agreement  shall be  administered,  which office at the date of the execution of
this  instrument is located at 450 West 33rd Street,  14th Floor,  New York, New
York 10001, Attention: RAMPI, Series 2001-RZ3.

               Current  Specified  Overcollateralization   Percentage:  For  any
Distribution Date, a percentage equal to (a) the Required  Overcollateralization
Amount over (b) the aggregate Stated Principal  Balance of the Mortgage Loans as
of the end of the  related  Due  Period,  after  giving  effect to  payments  of
principal  for the related Due Period and Realized  Losses  incurred  during the
related Prepayment Period.



                                      -13-

<PAGE>



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

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

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

             Custodian: A custodian appointed pursuant to a Custodial Agreement.

               Cut-off Date: August 1, 2001.

               Cut-off Date Balance:  $215,001,206.

               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
August 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;  "60 to 89 days" or "60 or more  days"
delinquent when a payment due on any scheduled due date remains unpaid as of the
close of business on the second following monthly scheduled due date; and so on.
The determination as


                                      -14-

<PAGE>



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 deposited with the Depository.

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

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

               Disqualified   Organization:   Any  organization   defined  as  a
"disqualified organization" under Section 860E(e)(5) of the Code, which includes
any of the following:  (i) the United States, any State or political subdivision
thereof,  any possession of the United States, or any agency or  instrumentality
of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for Freddie Mac, a majority
of its board of  directors is not selected by such  governmental  unit),  (ii) a
foreign   government,   any  international   organization,   or  any  agency  or
instrumentality  of any of the  foregoing,  (iii) any  organization  (other than
certain  farmers'  cooperatives  described  in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code  (including the tax imposed
by Section 511 of the Code on unrelated  business taxable income) and (iv) rural
electric and telephone  cooperatives  described in Section  1381(a)(2)(C) of the
Code.  A   Disqualified   Organization   also  includes  any   "electing   large
partnership,"  as defined in Section  775(a) of the Code and any other Person so
designated  by the Trustee  based upon an Opinion of Counsel that the holding of
an  Ownership  Interest  in a Class R  Certificate  by such Person may cause any
REMIC or any Person  having an Ownership  Interest in any Class of  Certificates
(other than such Person) to incur a liability  for any federal tax imposed under
the Code  that  would  not  otherwise  be  imposed  but for the  Transfer  of an
Ownership  Interest in a Class R Certificate  to such Person.  The terms "United
States",  "State" and "international  organization"  shall have the meanings set
forth in Section 7701 of the Code or successor provisions.



                                      -15-

<PAGE>



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

               Diverted Excess Spread:  Any amount otherwise  payable as Accrued
Certificate  Interest  on the Class SB  Certificate  that,  pursuant  to Section
4.02(c),  is used to  increase  the  Overcollateralization  Amount or is used to
offset   Realized   Losses  on  any  Mortgage   Loans.   Any  reduction  in  the
Overcollateralization Amount shall first reduce the Diverted Excess Spread until
it is reduced to zero. No interest will accrue on the Diverted Excess Spread.

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

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

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

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

     Event of Default: As defined in Section 7.01.

     Excess Cash Flow: With respect to any Distribution Date, an amount equal to
the excess of (i) the Available  Distribution  Amount for that Distribution Date
over (ii) the sum of (a)


                                      -16-

<PAGE>



the  Interest  Distribution  Amount  for  that  Distribution  Date  and  (b) the
Principal Remittance Amount for that Distribution Date.

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

     Excess  Loss:  Any  Excess  Fraud  Loss,  Excess  Special  Hazard  Loss  or
Extraordinary Loss.

               Exchange Date: As defined in Section 5.02(e)(iii).

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

               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

                    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



                                      -17-

<PAGE>



                      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:  Solely for purposes of the
face  of  the  Certificates,   as  follows:  with  respect  to  the  Class  A-IO
Certificates,  February 25, 2004,  and with respect to the  Certificates  (other
than the Class A-IO  Certificates),  August 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 M or Class B Certificates  on or before its Final  Scheduled  Distribution
Date.

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

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



                                      -18-

<PAGE>



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

               The Fraud  Loss  Amount  may be  further  reduced  by the  Master
Servicer  (including  accelerating the manner in which such coverage is reduced)
provided that prior to any such reduction,  the Master Servicer shall (i) obtain
written  confirmation  from each  Rating  Agency that such  reduction  shall not
reduce the rating  assigned to the Class A Certificates  or Class M 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.

     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.

     HomeComings: HomeComings Financial Network, Inc., a wholly-owned subsidiary
of Residential Funding.

               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.



                                      -19-

<PAGE>



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

               Insurance  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  the  Certificates  and  any
Distribution Date, the prior calendar month.

     Interest Distribution Amount: The sum of the Class A, Class M-1, Class M-2,
Class M-3 and Class B Interest Distribution Amounts.

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

               Marker Rate:  With respect to the Class SB  Certificates  and any
Distribution  Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated  REMIC II Pass-Through Rates for REMIC II Regular Interest
MT-2,  REMIC II Regular  Interest MT-3,  REMIC I Regular Interest MT-4, REMIC II
Regular Interest MT-5, REMIC II Regular Interest MT-6, REMIC II Regular Interest
MT-7,  REMIC II Regular Interest MT-8, REMIC II Regular Interest MT- 9, REMIC II
Regular  Interest MT-10 and REMIC II Regular  Interest  MT-11,  with the rate on
REMIC II Regular Interest MT-2 subject to a cap equal to the lesser of (A) 4.66%
per annum and (B) from the September 2001 Distribution Date through the February
2004  Distribution  Date,  the  REMIC II Net WAC Rate  for the  purpose  of this
calculation, with the rate on REMIC II Regular Interest MT-3


                                      -20-

<PAGE>



subject  to a cap  equal to the  lesser  of (A) 5.01% per annum and (B) from the
September 2001 Distribution  Date through the February 2004  Distribution  Date,
the REMIC II Net WAC Rate for the purpose of this calculation,  with the rate on
REMIC II Regular Interest MT-4 subject to a cap equal to the lesser of (A) 5.42%
per annum and (B) from the September 2001 Distribution Date through the February
2004  Distribution  Date,  the  REMIC II Net WAC Rate  for the  purpose  of this
calculation,  with the rate on REMIC II Regular  Interest  MT-5 subject to a cap
equal to the  lesser of (A) 6.13%  per  annum  and (B) from the  September  2001
Distribution Date through the February 2004 Distribution  Date, the REMIC II Net
WAC Rate for the purpose of this calculation,  with the rate on REMIC II Regular
Interest  MT-6  subject  to a cap equal to the  lesser of (A) in the case of any
Distribution  Date up to and including the Step-Up Date, 6.70% per annum, and in
the case of any  Distribution  Date after the Step-Up Date,  7.20% per annum and
(B) the REMIC II Net WAC Rate for purposes of this calculation, with the rate on
REMIC II Regular  Interest  MT-7  subject to a cap equal to the lesser of (A) in
the case of any  Distribution  Date up to and including the Step-Up Date,  6.63%
per annum,  and in the case of any  Distribution  Date after the  Step-Up  Date,
7.13%  per  annum  and (B)  the  REMIC  II Net WAC  Rate  for  purposes  of this
calculation,  with the rate on REMIC II Regular  Interest  MT-8 subject to a cap
equal  to the  lesser  of (A) in the  case  of any  Distribution  Date up to and
including the Step-Up Date, 6.88% per annum, and in the case of any Distribution
Date after the Step-Up  Date,  7.38% per annum and (B) the REMIC II Net WAC Rate
for  purposes of this  calculation,  with the rate on REMIC II Regular  Interest
MT-9 subject to a cap equal to the lesser of (A) in the case of any Distribution
Date up to and including the Step-Up Date,  7.22% per annum,  and in the case of
any Distribution  Date after the Step-Up Date, 7.72% per annum and (B) the REMIC
II Net WAC  Rate for  purposes  of this  calculation,  with the rate on REMIC II
Regular  Interest  MT-10 subject to a cap equal to the lesser of (A) in the case
of any Distribution  Date up to and including the Step-Up Date, 8.50% per annum,
and in the case of any Distribution Date after the Step-Up Date, 9.00% per annum
and (B) the REMIC II Net WAC Rate for purposes of this calculation, and with the
rate on REMIC II Regular Interest MT-11 subject to a cap of zero for the purpose
of this calculation.

               Maturity  Date:  With  respect to each Class of  Certificates  of
regular interest or  Uncertificated  Regular Interest issued by each of REMIC I,
REMIC II and REMIC III, the latest possible  maturity date,  solely for purposes
of  Section  1.860G-1(a)(4)(iii)  of the  Treasury  Regulations,  by  which  the
Certificate Principal Balance of each such Class of Certificates  representing a
regular  interest in the Trust Fund would be reduced to zero, which is, for each
such regular interest other than the Class A-IO  Certificates,  August 25, 2031,
which  is the  360th  Distribution  Date,  and  which  is  for  the  Class  A-IO
Certificates, February 25, 2004.

     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.


                                      -21-

<PAGE>



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

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

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

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

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

               Mortgage:  With  respect  to  each  Mortgage  Note  related  to a
Mortgage  Loan,  the  mortgage,  deed of trust or  other  comparable  instrument
creating a first or junior lien on an estate in fee simple 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, 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 (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];


                                      -22-

<PAGE>



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

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

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

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

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

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

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

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

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

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


                                      -23-

<PAGE>



               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 Servicing Fee Rate.

               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.

               Notional  Amount:  With  respect to the Class A-IO  Certificates,
immediately   prior  to  any   Distribution   Date,   an  amount  equal  to  the
Uncertificated  Notional Amount of REMIC II Regular Interest MT-IO. With respect
to the Class SB Certificates,  immediately  prior to any Distribution  Date, the
aggregate  of the  Uncertificated  Principal  Balances  of the REMIC II  Regular
Interests.

               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.



                                      -24-

<PAGE>



               Overcollateralization  Amount:  With respect to any  Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal  Balances of the
Mortgage Loans as of the end of the preceding Due Period, over (b) the aggregate
Certificate  Principal Balance of the Class A, Class M and Class B Certificates,
other than the Class A-IO  Certificates,  immediately prior to that Distribution
Date,  less  amounts  distributable  to  the  Class  A,  Class  M  and  Class  B
Certificates,  other  than the  Class  A-IO  Certificates,  from  the  Principal
Remittance Amount for that Distribution Date.

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

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

               Pass-Through Rate:

        With respect to the Class A-1 Certificates,  the lesser of (A) 4.66% per
annum and (B) from the  September  2001  Distribution  Date through the February
2004 Distribution Date, the REMIC II Net WAC Rate;

        With respect to the Class A-2 Certificates,  the lesser of (A) 5.01% per
annum and (B) from the  September  2001  Distribution  Date through the February
2004 Distribution Date, the REMIC II Net WAC Rate;

        With respect to the Class A-3 Certificates,  the lesser of (A) 5.42% per
annum and (B) from the  September  2001  Distribution  Date through the February
2004 Distribution Date, the REMIC II Net WAC Rate;

        With respect to the Class A-4 Certificates,  the lesser of (A) 6.13% per
annum and (B) from the  September  2001  Distribution  Date through the February
2004 Distribution Date, the REMIC II Net WAC Rate;

        With  respect  to the Class A-5  Certificates,  the lesser of (A) in the
case of any  Distribution  Date up to and including the Step-Up Date,  6.70% per
annum,  and in the case of any  Distribution  Date after the Step-Up Date, 7.20%
per annum and (B) from the September 2001 Distribution Date through the February
2004 Distribution Date, the REMIC II Net WAC Rate;

        With respect to the Class A-IO  Certificates  and each Interest  Accrual
Period, 100% of the interest on REMIC II Regular Interest MT-IO.



                                      -25-

<PAGE>



        With  respect  to the Class M-1  Certificates,  the lesser of (A) in the
case of any  Distribution  Date up to and including the Step-Up Date,  6.63% per
annum,  and in the case of any  Distribution  Date after the Step-Up Date, 7.13%
per annum and (B) from the September 2001 Distribution Date through the February
2004 Distribution Date, the REMIC II Net WAC Rate;

        With  respect  to the Class M-2  Certificates,  the lesser of (A) in the
case of any  Distribution  Date up to and including the Step-Up Date,  6.88% per
annum,  and in the case of any  Distribution  Date after the Step-Up Date, 7.38%
per annum and (B) from the September 2001 Distribution Date through the February
2004 Distribution Date, the REMIC II Net WAC Rate;

        With  respect  to the Class M-3  Certificates,  the lesser of (A) in the
case of any  Distribution  Date up to and including the Step-Up Date,  7.22% per
annum,  and in the case of any  Distribution  Date after the Step-Up Date, 7.72%
per annum and (B) the REMIC II Net WAC Rate; and

        With respect to the Class B Certificates,  the lesser of (A) in the case
of any Distribution  Date up to and including the Step-Up Date, 8.50% per annum,
and in the case of any Distribution Date after the Step-Up Date, 9.00% per annum
and (B) the REMIC II Net WAC Rate.

        With respect to the Class SB Certificates and any  Distribution  Date, a
rate per annum equal to the percentage  equivalent of a fraction,  the numerator
of which is the sum of the  amounts  calculated  pursuant to clauses (i) through
(xii) below, and the denominator of which is the aggregate  principal balance of
the REMIC II Regular  Interests  relating to the Mortgage Loans. For purposes of
calculating the Pass-Through  Rate for the Class SB Certificates,  the numerator
is equal to the sum of the following components:

        (i) the  Uncertificated  Pass-Through Rate for REMIC II Regular Interest
        MT-1 minus the Marker  Rate,  applied to a notional  amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest MT-1;

        (ii) the Uncertificated  Pass-Through Rate for REMIC II Regular Interest
        MT-2 minus the Marker  Rate,  applied to a notional  amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest MT-2;

        (iii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest
        MT-3 minus the Marker  Rate,  applied to a notional  amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest MT-3;

        (iv) the Uncertificated  Pass-Through Rate for REMIC II Regular Interest
        MT-4 minus the Marker  Rate,  applied to a notional  amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest MT-4;



                                      -26-

<PAGE>



        (v) the  Uncertificated  Pass-Through Rate for REMIC II Regular Interest
        MT-5 minus the Marker  Rate,  applied to a notional  amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest MT-5;

        (vi) the Uncertificated  Pass-Through Rate for REMIC II Regular Interest
        MT-6 minus the Marker  Rate  applied to a notional  amount  equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest MT-6;

        (vii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest
        MT-7 minus the Marker  Rate,  applied to a notional  amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest MT-7;

        (viii)  the  Uncertificated  Pass-Through  Rate  for  REMIC  II  Regular
        Interest MT-8 minus the Marker Rate,  applied to a notional amount equal
        to the  Uncertificated  Principal  Balance of REMIC II Regular  Interest
        MT-8;

        (ix) the Uncertificated  Pass-Through Rate for REMIC II Regular Interest
        MT-9 minus the Marker  Rate,  applied to a notional  amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest MT-9;

        (x) the  Uncertificated  Pass-Through Rate for REMIC II Regular Interest
        MT-10 minus the Marker Rate,  applied to a notional  amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest MT-10; and

        (xi) the Uncertificated  Pass-Through Rate for REMIC II Regular Interest
        MT-11 minus the Marker Rate,  applied to a notional  amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest MT-11.

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

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



                                      -27-

<PAGE>



               Permitted Investments: One or more of the following:

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

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

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

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

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

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


                                      -28-

<PAGE>



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.

     Placement Agent: Bear, Stearns & Co. Inc. or Residential Funding Securities
Corporation.

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

               Prepayment  Assumption:  With respect to the Class A, 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  1.6364%  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
22.0% per annum each month.

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


                                      -29-

<PAGE>



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

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

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

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

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

               (iii)  the principal portion of all other unscheduled collections
                      on the  Mortgage  Loans  (including,  without  limitation,
                      Principal  Prepayments  in Full,  Curtailments,  Insurance
                      Proceeds,  Liquidation Proceeds and REO Proceeds) received
                      during the  related  Prepayment  Period (or deemed to have
                      been so  received)  to the  extent  applied  by the Master
                      Servicer as recoveries of principal of the Mortgage  Loans
                      pursuant to Section 3.14;

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

               (v)    the  lesser  of  (a)  the   Excess   Cash  Flow  for  such
                      Distribution  Date  (to  the  extent  not  used  to  cover
                      Realized   Losses   pursuant   to  clause   (iv)  of  this
                      definition)     and    (b)    the     amount     of    any
                      Overcollateralization    Increase    Amount    for    such
                      Distribution Date.

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


                                      -30-

<PAGE>



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

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

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

               Purchase  Price:  With  respect  to any  Mortgage  Loan  (or  REO
Property) required to be or otherwise  purchased on any date pursuant to Section
2.02,  2.03,  2.04 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; and (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement.

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



                                      -31-

<PAGE>



               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 Certificates: The Certificates other than the Class R Certificates.

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

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

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



                                      -32-

<PAGE>



               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  (exclusive
of the Reserve Fund, which is not an asset of any REMIC), constituting a portion
of the primary  trust  created  hereby and to be  administered  hereunder,  with
respect  to which a  separate  REMIC  election  is to be made  (other  than with
respect to the items in clause (v) and the proceeds thereof), consisting of:

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

                      (ii) all  payments  on and  collections  in respect of the
        Mortgage  Loans due after the Cut-off Date (other than Monthly  Payments
        due in August 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 Mortgage Loan and which has
        been acquired for the benefit of the  Certificateholders  by foreclosure
        or deed in lieu of foreclosure;

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

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

               REMIC I Net WAC Rate:  With respect to any  Distribution  Date, a
per annum rate equal to the weighted average of the related  Pass-Through  Rates
on the  REMIC I  Regular  Interests,  weighted  on the  basis of the  respective
Uncertificated   Principal   Balances   thereof   immediately   preceding   such
Distribution Date.

               REMIC I Regular Interests: REMIC I Regular Interest LT-1, REMIC I
Regular  Interest LT-2,  REMIC I Regular Interest LT-3, REMIC I Regular Interest
LT-4, REMIC I Regular Interest LT-5 and REMIC I Regular Interest LT-6.

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

               REMIC I Regular Interest LT-2: A regular interest in REMIC I that
is held as an asset of REMIC II, that has an initial  principal balance equal to
the related Uncertificated Principal


                                      -33-

<PAGE>



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

               REMIC I Regular Interest LT-3: A regular interest in REMIC I that
is held as an asset of REMIC II, that has an initial  principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated  REMIC I Pass-Through  Rate, and that has such other terms as are
described herein.

               REMIC I Regular Interest LT-4: A regular interest in REMIC I that
is held as an asset of REMIC II, that has an initial  principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated  REMIC I Pass-Through  Rate, and that has such other terms as are
described herein.

               REMIC I Regular Interest LT-5: A regular interest in REMIC I that
is held as an asset of REMIC II, that has an initial  principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated  REMIC I Pass-Through  Rate, and that has such other terms as are
described herein.

               REMIC I Regular Interest LT-6: A regular interest in REMIC I that
is held as an asset of REMIC II, that has an initial  principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated  REMIC I Pass-Through  Rate, and that has such other terms as are
described herein.

               REMIC II: The segregated pool of assets subject hereto (exclusive
of the Reserve Fund, which is not an asset of any REMIC), constituting a portion
of the primary  trust  created  hereby and to be  administered  hereunder,  with
respect to which a separate  REMIC  election  is to be made,  consisting  of the
REMIC I Regular Interests.

               REMIC II Interest  Loss  Allocation  Amount:  With respect to any
Distribution  Date,  an amount  equal to (a) the  product  of (i) the  aggregate
Stated  Principal  Balance of the Mortgage Loans then  outstanding  and (ii) the
Uncertificated  Pass-Through  Rate for REMIC II Regular  Interest LT-1 minus the
Marker Rate, divided by (b) 12.

               REMIC II Net WAC Rate: With respect to any  Distribution  Date, a
per annum rate equal to the weighted average of the related Uncertificated REMIC
II  Pass-Through  Rates on the REMIC II Regular  Interests  (other than REMIC II
Regular Interest MT-IO), weighted on the basis of the respective  Uncertificated
Principal Balances thereof immediately preceding such Distribution Date.

               REMIC II  Overcollateralization  Amount: With respect to any date
of determination,  the excess, if any, of (i) 1% of the aggregate Uncertificated
Principal   Balances   of  the  REMIC  II  Regular   Interests   over  (ii)  the
Uncertificated  Principal  Balances of REMIC II Regular  Interests  MT- 2, MT-3,
MT-4,  MT-5,  MT-6,  MT-7, MT-8, MT-9 and MT-10, in each case as of such date of
determination.

               REMIC II Principal Loss  Allocation  Amount:  With respect to any
Distribution  Date, an amount equal to the product of (i) the  aggregate  Stated
Principal  Balance of the  Mortgage  Loans then  outstanding  and (ii) 1 minus a
fraction,  the  numerator  of which is two  times the  Uncertificated  Principal
Balances of REMIC II Regular Interests MT-2, MT-3, MT-4, MT-5, MT-6, MT-7, MT-8,
MT-9 and MT-10,  and the  denominator of which is the sum of the  Uncertificated
Principal  Balances of REMIC II Regular  Interests MT-2, MT-3, MT-4, MT-5, MT-6,
MT-7, MT-8, MT-9, MT-10 and MT-11.

               REMIC II Regular  Interest MT-IO: A regular interest that is held
as an asset of REMIC II that has an initial notional amount equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC II Pass-Through Rate, and that has such other terms as are
described herein.

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

               REMIC II Regular  Interest  MT-2: A regular  interest in REMIC II
that is held as an asset of REMIC  III,  that has an initial  principal  balance
equal to the related  Uncertificated  Principal Balance,  that bears interest at
the related  Uncertificated  REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

               REMIC II Regular  Interest  MT-3: A regular  interest in REMIC II
that is held as an asset of REMIC  III,  that has an initial  principal  balance
equal to the related  Uncertificated  Principal Balance,  that bears interest at
the related  Uncertificated  REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

               REMIC II Regular  Interest  MT-4: A regular  interest in REMIC II
that is held as an asset of REMIC  III,  that has an initial  principal  balance
equal to the related  Uncertificated  Principal Balance,  that bears interest at
the related  Uncertificated  REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

               REMIC II Regular  Interest  MT-5: A regular  interest in REMIC II
that is held as an asset of REMIC  III,  that has an initial  principal  balance
equal to the related  Uncertificated  Principal Balance,  that bears interest at
the related  Uncertificated  REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

               REMIC II Regular  Interest  MT-6: 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


                                      -34-

<PAGE>



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

               REMIC II Regular  Interest  MT-7: A regular  interest in REMIC II
that is held as an asset of REMIC  III,  that has an initial  principal  balance
equal to the related  Uncertificated  Principal Balance,  that bears interest at
the related  Uncertificated  REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

               REMIC II Regular  Interest  MT-8: A regular  interest in REMIC II
that is held as an asset of REMIC  III,  that has an initial  principal  balance
equal to the related  Uncertificated  Principal Balance,  that bears interest at
the related  Uncertificated  REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

               REMIC II Regular  Interest  MT-9: A regular  interest in REMIC II
that is held as an asset of REMIC  III,  that has an initial  principal  balance
equal to the related  Uncertificated  Principal Balance,  that bears interest at
the related  Uncertificated  REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

               REMIC II Regular  Interest MT-10: A regular  interest in REMIC II
that is held as an asset of REMIC  III,  that has an initial  principal  balance
equal to the related  Uncertificated  Principal Balance,  that bears interest at
the related  Uncertificated  REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

               REMIC II Regular  Interest MT-11: A regular  interest in REMIC II
that is held as an asset of REMIC  III,  that has an initial  principal  balance
equal to the related  Uncertificated  Principal Balance,  that bears interest at
the related  Uncertificated  REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

               REMIC II Regular  Interests:  REMIC II Regular  Interests  MT-IO,
MT-1, MT-2, MT- 3, MT-4, MT-5, MT-6, MT-7, MT-8, MT-9, MT-10 and MT-11.

               REMIC II Regular Interest MT-11 Maximum Interest Deferral Amount:
With respect to any Distribution Date, the excess of (i) Uncertificated  Accrued
Interest at the Uncertificated REMIC II Pass-Through Rate applicable to REMIC II
Regular  Interest  MT-11 for such  Distribution  Date on a balance  equal to the
Uncertificated  Principal  Balance of REMIC II Regular  Interest MT-11 minus the
REMIC II Overcollateralization  Amount, in each case for such Distribution Date,
over (ii) Uncertificated Accrued Interest on REMIC II Regular Interest MT-2 with
the rate on REMIC II Regular  Interest MT-2 subject to a cap equal to the lesser
of (A) 4.66% per annum and (B) from the September 2001 Distribution Date through
the February 2004  Distribution  Date, the REMIC II Net WAC Rate for the purpose
of this  calculation,  Uncertificated  Accrued  Interest  on  REMIC  II  Regular
Interest  MT-3 with the rate on REMIC II Regular  Interest MT-3 subject to a cap
equal to the  lesser of (A) 5.01%  per  annum  and (B) from the  September  2001
Distribution Date through the February 2004 Distribution  Date, the REMIC II Net
WAC Rate for the purpose of this calculation, Uncertificated Accrued Interest on
REMIC II Regular Interest MT-4 with the rate on REMIC II


                                      -35-

<PAGE>



Regular  Interest  MT-4  subject  to a cap equal to the  lesser of (A) 6.13% per
annum and (B) from the  September  2001  Distribution  Date through the February
2004  Distribution  Date,  the  REMIC II Net WAC Rate  for the  purpose  of this
calculation,  Uncertificated  Accrued Interest on REMIC II Regular Interest MT-5
with the rate on REMIC II Regular  Interest  MT-5  subject to a cap equal to the
lesser of (A) 5.42% per annum and (B) from the September 2001  Distribution Date
through the February 2004  Distribution  Date, the REMIC II Net WAC Rate for the
purpose of this calculation, Uncertificated Accrued Interest on REMIC II Regular
Interest  MT-6 with the rate on REMIC II Regular  Interest MT-6 subject to a cap
equal  to the  lesser  of (A) in the  case  of any  Distribution  Date up to and
including the Step-Up Date, 6.70% per annum, and in the case of any Distribution
Date after the Step-Up  Date,  7.20% per annum and (B) the REMIC II Net WAC Rate
for purposes of this  calculation,  Uncertificated  Accrued Interest on REMIC II
Regular Interest MT-7 with the rate on REMIC II Regular Interest MT-7 subject to
a cap equal to the lesser of (A) in the case of any Distribution  Date up to and
including the Step-Up Date, 6.63% per annum, and in the case of any Distribution
Date after the Step-Up  Date,  7.13% per annum and (B) the REMIC II Net WAC Rate
for purposes of this  calculation,  Uncertificated  Accrued Interest on REMIC II
Regular Interest MT-8 with the rate on REMIC II Regular Interest MT-8 subject to
a cap equal to the lesser of (A) in the case of any Distribution  Date up to and
including the Step-Up Date, 6.88% per annum, and in the case of any Distribution
Date after the Step-Up  Date,  7.38% per annum and (B) the REMIC II Net WAC Rate
for purposes of this  calculation,  Uncertificated  Accrued Interest on REMIC II
Regular Interest MT-9 with the rate on REMIC II Regular Interest MT-9 subject to
a cap equal to the lesser of (A) in the case of any Distribution  Date up to and
including the Step-Up Date, 7.22% per annum, and in the case of any Distribution
Date after the Step-Up  Date,  7.72% per annum and (B) the REMIC II Net WAC Rate
for purposes of this calculation,  and Uncertificated  Accrued Interest on REMIC
II  Regular  Interest  MT-10 with the rate on REMIC II  Regular  Interest  MT-10
subject to a cap equal to the lesser of (A) in the case of any Distribution Date
up to and including the Step-Up  Date,  8.50% per annum,  and in the case of any
Distribution  Date after the Step-Up Date,  9.00% per annum and (B) the REMIC II
Net WAC Rate for purposes of this calculation.

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

               REMIC  III:  The   segregated   pool  of  assets  subject  hereto
(exclusive  of  the  Reserve  Fund,  which  is  not  an  asset  of  any  REMIC),
constituting   a  portion  of  the  primary  trust  created  hereby  and  to  be
administered hereunder, with respect to which a separate REMIC election is to be
made, consisting of the REMIC II Regular Interests.

               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.

               Required Overcollateralization Amount: $1,075,000.00.

               Reserve  Fund:  An "outside  reserve  fund" within the meaning of
Treasury  regulation  Section  1.860G-2(h),  which is not an asset of any REMIC,
ownership  of which is  evidenced  by the  Class B  Certificates,  and  which is
established and maintained pursuant to Section 4.08.

               Reserve Fund Deposit: With respect to the Reserve Fund, an amount
equal to $95,000,  which the Trustee  shall deposit into the Trust Fund pursuant
to Section 4.08 hereof.

     Reserve Fund Residual Right:  The right to  distributions  from the Reserve
Fund as described in Section 4.08 hereof.

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



                                      -37-

<PAGE>



               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.

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

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

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

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

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

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

               Sixty-Plus   Delinquency   Percentage:   With   respect   to  any
Distribution  Date,  the fraction,  expressed as a percentage,  equal to (x) the
aggregate  Stated  Principal  Balance of the Mortgage  Loans that are 60 or more
days delinquent in payment of principal and interest for that


                                      -38-

<PAGE>



Distribution  Date,  including Mortgage Loans in foreclosure and REO Properties,
over (y) the aggregate  Stated  Principal  Balance of all of the Mortgage  Loans
immediately preceding that Distribution Date.

               Special Hazard  Amount:  As of any  Distribution  Date, an amount
equal to $2,150,012  minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Mortgage Loans through  Subordination in accordance with
Section 4.05 and (ii) the Adjustment  Amount (as defined below) as most recently
calculated.  For each  anniversary of the Cut-off Date, the "Adjustment  Amount"
shall  be  equal to the  amount,  if any,  by which  the  amount  calculated  in
accordance with the preceding  sentence  (without giving effect to the deduction
of the Adjustment  Amount for such  anniversary)  exceeds the greater of (A) the
greatest of (i) twice the  outstanding  principal  balance of the Mortgage  Loan
that has the largest  outstanding  principal  balance on the  Distribution  Date
immediately preceding such anniversary,  (ii) the product of 1.00% multiplied by
the outstanding principal balance of all Mortgage Loans on the Distribution Date
immediately  preceding  such  anniversary  and (iii) the  aggregate  outstanding
principal  balance (as of the immediately  preceding  Distribution  Date) of the
Mortgage  Loans in any  single  five-digit  California  zip code  area  with the
largest  amount of  Mortgage  Loans by  aggregate  principal  balance as of such
anniversary  and (B) the greater of (i) the product of 0.50%  multiplied  by the
outstanding  principal  balance of all Mortgage Loans on the  Distribution  Date
immediately preceding such anniversary  multiplied by a fraction,  the numerator
of which is equal to the  aggregate  outstanding  principal  balance  (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans secured by
Mortgaged Properties located in the State of California divided by the aggregate
outstanding  principal  balance (as of the  immediately  preceding  Distribution
Date)  of all  of  the  Mortgage  Loans,  expressed  as a  percentage,  and  the
denominator  of  which  is equal  to  29.2%  (which  percentage  is equal to the
percentage of Mortgage Loans initially secured by Mortgaged  Properties  located
in the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Mortgage Loan
secured by a Mortgaged Property located in the State of California.

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

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

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


                                      -39-

<PAGE>



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

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

               Stepdown Date: The later to occur of (x) the Distribution Date in
September  2004  and (y) the  first  Distribution  Date on which  the  aggregate
Certificate   Principal  Balance  of  the  Class  M  and  Class  B  Certificates
immediately  prior to that  Distribution Date is equal to or greater than 30.00%
of the aggregate Stated Principal Balance of the Mortgage Loans as of the end of
the  preceding Due Period and the  Overcollateralization  Amount is equal to the
Required Overcollateralization Amount.

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

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

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

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

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

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



                                      -40-

<PAGE>



               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.

     Trigger   Event:  A  Trigger  Event  is  in  effect  with  respect  to  any
Distribution  Date  on or  after  the  Stepdown  Date  if any  of the  following
conditions are met:

        (i)    the three-month average of the Sixty-Plus Delinquency Percentage,
               as  determined  on that  Distribution  Date  and the  immediately
               preceding two Distribution Dates, exceeds 8.00%;

        (ii)   if the  Distribution  Date is occurring  before the  Distribution
               Date in September 2005, the aggregate  amount of Realized Losses,
               other than Excess Losses, on the Mortgage Loans since the Cut-off
               Date exceeds 2.80% of the aggregate Stated  Principal  Balance of
               the Mortgage Loans as of the Cut-off Date;

        (iii)  if the  Distribution  Date is occurring  before the  Distribution
               Date in September 2006, the aggregate  amount of Realized Losses,
               other than Excess Losses, on the Mortgage


                                      -41-

<PAGE>



               Loans  since the  Cut-off  Date  exceeds  3.00% of the  aggregate
               Stated Principal  Balance of the Mortgage Loans as of the Cut-off
               Date; or

        (iv)   if  the   Distribution   Date  is   occurring  on  or  after  the
               Distribution  Date in September  2007,  the  aggregate  amount of
               Realized Losses,  other than Excess Losses, on the Mortgage Loans
               since the Cut-off  Date  exceeds  3.25% of the  aggregate  Stated
               Principal Balance of the Mortgage Loans as of the Cut-off Date.

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

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

               Uncertificated   Accrued   Interest:    With   respect   to   any
Uncertificated  Regular Interest for any Distribution Date, one month's interest
at the related  Uncertificated  Pass-Through  Rate for such  Distribution  Date,
accrued  on the  Uncertificated  Principal  Balance or  Uncertificated  Notional
Amount,   as  applicable,   immediately   prior  to  such   Distribution   Date.
Uncertificated  Accrued Interest for the Uncertificated  Regular Interests shall
accrue on the basis of a 360-day year  consisting of twelve 30-day  months.  For
purposes of calculating the amount of  Uncertificated  Accrued  Interest for the
REMIC I Regular  Interests for any  Distribution  Date, any Prepayment  Interest
Shortfalls (to the extent not covered by Compensating  Interest) relating to the
Mortgage  Loans for any  Distribution  Date shall be allocated  first to REMIC I
Regular  Interest LTA and then to REMIC I Regular  Interest LTB, in each case to
the  extent  of  one  month's   interest  at  the  then  applicable   respective
Uncertificated  REMIC  I  Pass-Through  Rate  on the  respective  Uncertificated
Principal  Balance of each such  Uncertificated  REMIC I Regular  Interest.  For
purposes of calculating the amount of  Uncertificated  Accrued  Interest for the
REMIC II Regular  Interests for any Distribution  Date, any Prepayment  Interest
Shortfalls (to the extent not covered by Compensating  Interest) relating to the
Mortgage  Loans  for  any  Distribution   Date  shall  be  allocated  first,  to
Uncertificated  Accrued  Interest  payable to REMIC II Regular Interest LT-1 and
REMIC II Regular  Interest MT-11 up to an aggregate amount equal to the REMIC II
Interest Loss Allocation  Amount, 98% and 2%,  respectively,  and thereafter any
remaining   Prepayment  Interest  Shortfalls  (to  the  extent  not  covered  by
Compensating  Interest) relating to the Mortgage Loans for any Distribution Date
shall be allocated among REMIC I Regular Interests LT-1, LT-2, LT-3, LT-4, LT-5,
LT-6,  LT-7,  LT-8,  LT-9, LT-10 and LT-11, pro rata based on, and to the extent
of,  Uncertificated  Accrued Interest, as calculated without application of this
sentence.

               Uncertificated  Notional Amount: With respect to any Distribution
Date and REMIC 2 Regular  Interest  MT-IO,  an amount equal to the lesser of (i)
the mortgage pool balance and (ii) with respect to any  Distribution  Date in or
before February 2002, the aggregate Uncertificated Principal Balances of REMIC 1
Regular  Interest LT-2,  REMIC 1 Regular Interest LT-3, REMIC 1 Regular Interest
LT-4,  REMIC 1 Regular  Interest LT-5 and REMIC 1 Regular  Interest  LT-6;  with
respect to any  Distribution  Date after  February  2002 and in or before August
2002, the aggregate


                                      -42-

<PAGE>



Uncertificated  Principal  Balances of REMIC 1 Regular  Interest  LT-3,  REMIC 1
Regular  Interest  LT- 4,  REMIC 1  Regular  Interest  LT-5 and  REMIC 1 Regular
Interest LT-6; with respect to any Distribution Date after August 2002 and in or
before February 2003, the aggregate  Uncertificated Principal Balance of REMIC 1
Regular  Interest  LT-4,  REMIC 1  Regular  Interest  LT-5 and  REMIC 1  Regular
Interest LT-6; with respect to any Distribution  Date after February 2003 and in
or before August 2003, the aggregate  Uncertificated Principal Balances of REMIC
1 Regular  Interest LT-5 and REMIC 1 Regular  Interest LT-6; with respect to any
Distribution  Date  after  August  2003  and in or  before  February  2004,  the
aggregate Uncertificated Principal Balance of REMIC 1 Regular Interest LT-6.

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

               Uncertificated  Principal  Balance:  The principal  amount of any
Uncertificated  Regular  Interest  (other than REMIC II Regular  Interest MT-IO)
outstanding  as of any  date  of  determination.  The  Uncertificated  Principal
Balance  of REMIC II Regular  Interest  MT-11  shall be  increased  by  interest
deferrals as provided in Section  4.04(b)(2)(i).  The  Uncertificated  Principal
Balance of each REMIC Regular  Interest shall never be less than zero.  REMIC II
Regular Interest MT-IO will not have an Uncertificated Principal Balance.

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

               Uncertificated REMIC II Pass-Through Rate:

               (a) With  respect to REMIC II  Regular  Interest  MT-1,  REMIC II
Regular  Interest  MT- 2,  REMIC II  Regular  Interest  MT-3,  REMIC II  Regular
Interest MT-4,  REMIC II Regular  Interest MT-5, REMIC II Regular Interest MT-6,
REMIC II Regular Interest MT-7, REMIC II Regular Interest MT-8, REMIC II Regular
Interest MT-9,  REMIC II Regular  Interest  MT-10 and REMIC II Regular  Interest
MT-11, and any Distribution Date, a per annum rate equal to the Adjusted Net WAC
Rate.

               (b) With respect to REMIC II Regular Interest MT-IO and the first
30  Distribution  Dates,  8.00% per annum,  and with respect to REMIC II Regular
Interest MT-IO and any Distribution Date thereafter, 0.00% per annum.

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



                                      -43-

<PAGE>



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

               VA: The Veterans Administration, or its successor.

               Voting  Rights:  The  portion of the voting  rights of all of the
Certificates which is allocated to any Certificate.  96.50% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates  (other than
the Class A-IO Certificates),  Class M Certificates and Class B Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates;  1% of all of the  Voting  Rights  shall be  allocated  among  the
Holders of the Class A-IO Certificates;  1% of all of the Voting Rights shall be
allocated among the Holders of the Class SB 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.

               Weighted   Average  Net  Mortgage  Rate:   With  respect  to  any
Distribution  Date,  a per annum rate equal to the  weighted  average of the Net
Mortgage  Rates (or, if  applicable,  the Modified  Net  Mortgage  Rates) on the
Mortgage  Loans,  weighted  on the  basis  of the  respective  Stated  Principal
Balances thereof immediately preceding such Distribution Date.


                                      -44-

<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 August 2001);  (ii) the Reserve Fund Deposit and
(iii) 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  Person 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


                                      -45-

<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.



                                      -46-

<PAGE>



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

               In connection with the assignment of any Mortgage Loan registered
on the MERS(R) System,  the Depositor  further agrees that it will cause, at the
Depositor's  own expense,  within 30 Business 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 by a purchaser or
a person designated by such secured party, for purposes of perfecting


                                      -47-

<PAGE>



the security interest pursuant to the Minnesota Uniform  Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction (including, without
limitation,  Section 9-115, 9-305,  8-102, 8-301, 8-501 and 8-503 thereof);  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 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,


                                      -48-

<PAGE>



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 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.



                                      -49-

<PAGE>



     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 Required Insurance Policy;



                                      -50-

<PAGE>



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

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

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

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

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

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

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

                      (ii)  Immediately  prior to the conveyance of the Mortgage
        Loans to the Trustee,  the Depositor had good title to, and was the sole
        owner of, each Mortgage Loan free


                                      -51-

<PAGE>



        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  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


                                      -52-

<PAGE>



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

               In  connection  with the  substitution  of one or more  Qualified
Substitute  Mortgage Loans for one or more Deleted  Mortgage  Loans,  the Master
Servicer will  determine  the amount (if any) by which the  aggregate  principal
balance  of all  such  Qualified  Substitute  Mortgage  Loans  as of the date of
substitution  is less than the aggregate  Stated  Principal  Balance of all such
Deleted Mortgage Loans (in each case after  application of the principal portion
of the  Monthly  Payments  due in  the  month  of  substitution  that  are to be
distributed to the Certificateholders in the month of substitution). Residential
Funding shall deposit the amount of such shortfall into the Custodial


                                      -53-

<PAGE>



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

        (c) The Depositor,  concurrently with the execution and delivery hereof,
does hereby  transfer,  assign,  set over and  otherwise  convey in trust to the
Trustee without  recourse all the right,  title and interest of the Depositor in
and to the REMIC II Regular Interests for the benefit of the


                                      -54-

<PAGE>



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

        (d) In exchange for 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.


                                      -55-

<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 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


                                      -56-

<PAGE>



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 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


                                      -57-

<PAGE>



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.

               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


                                      -58-

<PAGE>



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.

          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.



                                      -59-

<PAGE>



               (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
(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.



                                      -60-

<PAGE>



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

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

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

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

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

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

               With respect to Insurance  Proceeds,  Liquidation  Proceeds,  REO
Proceeds  and the  proceeds of the  purchase of any  Mortgage  Loan  pursuant to
Sections 2.02,  2.03, 2.04 and 4.07 received in any calendar  month,  the Master
Servicer may elect to treat such amounts as included in


                                      -61-

<PAGE>



the  Available  Distribution  Amount for the  Distribution  Date in the month of
receipt,  but is not obligated to do so. If the Master Servicer so elects,  such
amounts  will be deemed to have been  received  (and any related  Realized  Loss
shall be deemed  to have  occurred)  on the last day of the  month  prior to the
receipt thereof.

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

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

               Section 3.08. Subservicing Accounts; Servicing Accounts.

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


                                      -62-

<PAGE>



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 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.



                                      -63-

<PAGE>



          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;

                      (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;



                                      -64-

<PAGE>



                      (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  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.



                                      -65-

<PAGE>



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

               Section 3.11. Maintenance of Primary Insurance Coverage.

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

               (b) In  connection  with  its  activities  as  administrator  and
servicer of the  Mortgage  Loans,  the Master  Servicer  agrees to present or to
cause the related Subservicer to present, on behalf of the Master Servicer,  the
Subservicer,  if any, the Trustee and Certificateholders,  claims to the insurer
under any Primary Insurance Policies, in a timely manner in accordance with such
policies,  and,  in this  regard,  to take or cause to be taken such  reasonable
action as shall be  necessary  to permit  recovery  under any Primary  Insurance
Policies  respecting  defaulted  Mortgage  Loans.  Pursuant to Section 3.07, any
Insurance  Proceeds  collected by or remitted to the Master  Servicer  under any
Primary Insurance Policies shall be deposited in the Custodial Account,  subject
to withdrawal pursuant to Section 3.10.

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

               (a) The Master  Servicer  shall cause to be  maintained  for each
Mortgage Loan fire insurance with extended  coverage in an amount which is equal
to the lesser of the principal balance


                                      -66-

<PAGE>



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 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.


                                      -67-

<PAGE>



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

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

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

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

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

               (b)  Subject  to  the  Master  Servicer's  duty  to  enforce  any
due-on-sale  clause to the extent set forth in Section  3.13(a),  in any case in
which a Mortgaged  Property is to be  conveyed to a Person by a  Mortgagor,  and
such  Person  is to  enter  into an  assumption  or  modification  agreement  or
supplement to the Mortgage Note or Mortgage  which requires the signature of the
Trustee,  or if an  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"


                                      -68-

<PAGE>



effecting an exchange or  reissuance  of such  Mortgage  Loan under the Code (or
final,  temporary or proposed Treasury regulations  promulgated  thereunder) and
cause any of REMIC I, REMIC II or REMIC III to fail to  qualify as REMICs  under
the  Code  or  the  imposition  of  any  tax  on  "prohibited  transactions"  or
"contributions"  after the startup date under the REMIC  Provisions.  The Master
Servicer  shall  execute  and  deliver  such  documents  only  if it  reasonably
determines that (i) its execution and delivery thereof will not conflict with or
violate any terms of this  Agreement or cause the unpaid balance and interest on
the Mortgage  Loan to be  uncollectible  in whole or in part,  (ii) any required
consents of insurers  under any Required  Insurance  Policies have been obtained
and (iii) subsequent to the closing of the transaction  involving the assumption
or  transfer  (A) the  Mortgage  Loan will  continue  to be  secured  by a first
mortgage  lien (or junior  lien of the same  priority  in relation to any senior
mortgage loan,  with respect to any Mortgage Loan secured by a junior  Mortgage)
pursuant to the terms of the Mortgage,  (B) such  transaction will not adversely
affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan
will fully amortize over the remaining term thereof, (D) no material term of the
Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered
nor  will  the  term  of  the   Mortgage   Loan  be  changed   and  (E)  if  the
seller/transferor  of the Mortgaged Property is to be released from liability on
the Mortgage  Loan,  the  buyer/transferee  of the Mortgaged  Property  would be
qualified  to assume the  Mortgage  Loan based on  generally  comparable  credit
quality  and  such  release  will  not  (based  on  the  Master   Servicer's  or
Subservicer's good faith  determination)  adversely affect the collectability of
the Mortgage  Loan.  Upon receipt of  appropriate  instructions  from the Master
Servicer  in  accordance  with the  foregoing,  the  Trustee  shall  execute any
necessary  instruments  for such  assumption  or  substitution  of  liability as
directed  by  the  Master  Servicer.   Upon  the  closing  of  the  transactions
contemplated by such documents, the Master Servicer shall cause the originals or
true and correct  copies of the assumption  agreement,  the release (if any), or
the  modification or supplement to the Mortgage Note or Mortgage to be delivered
to the Trustee or the Custodian  and  deposited  with the Mortgage File for such
Mortgage  Loan.  Any fee  collected  by the  Master  Servicer  or  such  related
Subservicer  for  entering  into an  assumption  or  substitution  of  liability
agreement  will be  retained  by the  Master  Servicer  or such  Subservicer  as
additional servicing compensation.

               (c) The Master Servicer or the related  Subservicer,  as the case
may be,  shall be entitled to approve a request  from a Mortgagor  for a partial
release of the related Mortgaged  Property,  the granting of an easement thereon
in  favor of  another  Person,  any  alteration  or  demolition  of the  related
Mortgaged Property 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


                                      -69-

<PAGE>



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

               Section 3.14. Realization Upon Defaulted Mortgage Loans.

               (a)  The  Master  Servicer  shall  foreclose  upon  or  otherwise
comparably  convert  (which may include an REO  Acquisition)  the  ownership  of
properties  securing  such of the  Mortgage  Loans as come into and  continue in
default and as to which no satisfactory  arrangements can be made for collection
of  delinquent  payments  pursuant to Section  3.07.  Alternatively,  the Master
Servicer may take other actions in respect of a defaulted  Mortgage Loan,  which
may include (i)  accepting  a short sale (a payoff of the  Mortgage  Loan for an
amount less than the total amount  contractually  owed in order to  facilitate a
sale  of the  Mortgaged  Property  by  the  Mortgagor)  or  permitting  a  short
refinancing  (a payoff of the  Mortgage  Loan for an amount  less than the total
amount contractually owed in order to facilitate refinancing transactions by the
Mortgagor not involving a sale of the Mortgaged Property),  (ii) arranging for a
repayment plan or (iii) agreeing to a  modification  in accordance  with Section
3.07. In connection  with such  foreclosure or other  conversion or action,  the
Master Servicer shall,  consistent with Section 3.11,  follow such practices and
procedures as it shall deem necessary or advisable, as shall be normal and usual
in its  general  mortgage  servicing  activities  and as  shall be  required  or
permitted by the Program Guide;  provided that the Master  Servicer shall not be
liable in any respect  hereunder if the Master  Servicer is acting in connection
with any such  foreclosure  or other  conversion  or action in a manner  that is
consistent with the provisions of this Agreement. The Master Servicer,  however,
shall not be  required  to  expend  its own  funds or incur  other  reimbursable
charges in connection with any foreclosure,  or attempted  foreclosure  which is
not  completed,  or towards the  correction  of any default on a related  senior
mortgage  loan,  or towards  the  restoration  of any  property  unless it shall
determine  (i) that  such  restoration  and/or  foreclosure  will  increase  the
proceeds of liquidation of the Mortgage Loan to Holders of  Certificates  of one
or more 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


                                      -70-

<PAGE>



3.14(a),  the Master Servicer shall be entitled to reimbursement of its funds so
expended pursuant to Section 3.10.

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

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

               (c) In the event that the Trust Fund acquires any REO Property as
aforesaid  or otherwise in  connection  with a default or imminent  default on a
Mortgage Loan, the Master  Servicer on behalf of the Trust Fund shall dispose of
such REO Property within three full years after the


                                      -71-

<PAGE>



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  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


                                      -72-

<PAGE>



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.  No expenses  incurred in connection
with any instrument of satisfaction or deed of reconveyance  shall be chargeable
to the Custodial Account or the Certificate Account.

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

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


                                      -73-

<PAGE>



execution and delivery  thereof by the Trustee will not invalidate any insurance
coverage under any Required  Insurance  Policy or invalidate or otherwise affect
the  lien of the  Mortgage,  except  for  the  termination  of such a lien  upon
completion of the foreclosure or trustee's sale.

          Section 3.16. Servicing and Other Compensation; Compensating Interest.

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

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

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

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

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


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<PAGE>



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,  Compensating
Interest  shall  be used on such  Distribution  Date  to  cover  any  Prepayment
Interest Shortfalls on the Mortgage Loans.

               Section 3.17. Reports to the Trustee and the Depositor.

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

               Section 3.18. Annual Statement as to Compliance.

               The Master Servicer will deliver to the Depositor and the Trustee
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


                                      -75-

<PAGE>



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

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

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



                                      -76-

<PAGE>




                                   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 to be  deposited  in the Reserve Fund
pursuant to Section 4.08, (v) any amount required to be paid pursuant to Section
9.01, and (vi) all other amounts constituting the Available  Distribution Amount
for the immediately succeeding Distribution Date.

               (b) The  Trustee  shall,  upon  written  request  from the Master
Servicer, invest or cause the institution maintaining the Certificate Account to
invest the funds in the Certificate Account in 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, the Trustee (or the Paying Agent
on  behalf  of  the  Trustee)   shall  allocate  and  distribute  the  Principal
Distribution  Amount for such date to the interest issued in respect of REMIC I,
REMIC II and REMIC III as specified in this Section.

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



                                      -77-

<PAGE>



               (i) to the extent of the Available Distribution Amount, first, to
        the Holders of REMIC I Regular  Interests MT-2,  MT-3, MT-4, MT-5, MT-6,
        MT-7,  MT-8,  MT-9,  MT-10 and  MT--11,  in an  amount  equal to (A) the
        Uncertificated Accrued Interest for such Distribution Date, plus (B) any
        amounts in respect thereof  remaining unpaid from previous  Distribution
        Dates and  second,  to  Holders of REMIC I Regular  Interest  LT-1 in an
        amount  equal  to (A)  the  Uncertificated  Accrued  Interest  for  such
        Distribution  Date,  plus (B) any amounts in respect  thereof  remaining
        unpaid from previous Distribution Dates; and

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

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

                             (B) to the  Holders  of  REMIC I  Regular  Interest
               LT-2,  until  the  Uncertificated  Principal  Balance  of REMIC I
               Regular Interest LT-2 is reduced to zero;

                             (C)  to  the  Holders  of  Uncertificated  REMIC  1
               Regular  Interest  LT-  3,  until  the  Uncertificated  Principal
               Balance  of  Uncertificated  REMIC  1  Regular  Interest  LT-3 is
               reduced to zero;

                             (D)  to  the  Holders  of  Uncertificated  REMIC  1
               Regular  Interest  LT-  4,  until  the  Uncertificated  Principal
               Balance  of  Uncertificated  REMIC  1  Regular  Interest  LT-4 is
               reduced to zero;

                             (E)  to  the  Holders  of  Uncertificated  REMIC  1
               Regular  Interest  LT-  5,  until  the  Uncertificated  Principal
               Balance  of  Uncertificated  REMIC  1  Regular  Interest  LT-5 is
               reduced to zero;

                             (F)  to  the  Holders  of  Uncertificated  REMIC  1
               Regular  Interest  LT-  6,  until  the  Uncertificated  Principal
               Balance  of  Uncertificated  REMIC  1  Regular  Interest  LT-6 is
               reduced to zero; and

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

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



                                      -78-

<PAGE>



                    (i)  first,  to the  extent  of the  Available  Distribution
               Amount,  to the Holders of REMIC II Regular Interest MT-IO, in an
               amount equal to (A) the Uncertificated  Accrued Interest for such
               Distribution  Date,  plus  (B) any  amounts  in  respect  thereof
               remaining unpaid from previous Distribution Dates, and second, to
               the Holders of REMIC II Regular  Interest MT-1,  REMIC II Regular
               Interest MT-2,  REMIC II Regular  Interest MT-3, REMIC II Regular
               Interest MT-4,  REMIC II Regular  Interest MT-5, REMIC II Regular
               Interest MT-6,  REMIC II Regular  Interest MT-7, REMIC II Regular
               Interest MT-8,  REMIC II Regular  Interest MT-9, REMIC II Regular
               Interest MT-10 and REMIC II Regular  Interest MT-11, pro rata, in
               an amount equal to (A) the  Uncertificated  Accrued  Interest for
               such  Distribution  Date, plus (B) any amounts in respect thereof
               remaining  unpaid  from  previous   Distribution  Dates.  Amounts
               payable as Uncertificated Accrued Interest in respect of REMIC II
               Regular  Interest  MT-11  shall  be  reduced  when  the  REMIC II
               Overcollateralization  Amount is less than the REMIC II  Required
               Overcollateralization  Amount, by the lesser of (x) the amount of
               such  difference  and (y) the  REMIC II  Regular  Interest  MT-11
               Maximum Interest Deferral Amount, and such amount will be payable
               to the  Holders  of  REMIC II  Regular  Interest  MT-2,  REMIC II
               Regular  Interest MT-3,  REMIC II Regular Interest MT-4, REMIC II
               Regular  Interest MT-5,  REMIC II Regular Interest MT-6, REMIC II
               Regular  Interest MT-7 , REMIC II Regular Interest MT-8, REMIC II
               Regular  Interest MT-9 and REMIC II Regular Interest MT-10 in the
               same proportion as the  Overcollateralization  Increase Amount is
               allocated to the Class A-1 Certificates,  Class A-2 Certificates,
               Class  A-3  Certificates,  Class  A-4  Certificates,  Class  A-5,
               Certificates,  Class M-1  Certificates,  Class M-2  Certificates,
               Class M-3  Certificates  and Class B Certificates,  respectively;
               and

                   (ii) on each  Distribution  Date,  to the Holders of REMIC II
               Regular  Interests,  in an amount  equal to the  remainder of the
               Available   Distribution  Amount  after  the  distributions  made
               pursuant  to clause (i) above,  allocated  as follows  (except as
               provided below):

                    (A)  to the Holders of the REMIC II Regular  Interest MT- 1,
                         98.00%  of  such  remainder  until  the  Uncertificated
                         Principal  Balance of such REMIC II Regular Interest is
                         reduced to zero;

                    (B)  to the Holders of the REMIC II Regular  Interest MT- 2,
                         MT-3,  MT-4,  MT-5,  MT-6,  MT-7,  MT-8, MT-9 and MT-10
                         1.00%  of such  remainder,  in the same  proportion  as
                         principal  payments  are  allocated  to the Class  A-1,
                         Class A-2, Class A-3, Class A-4, Class A- 5, Class M-1,
                         Class  M-2  and  Class  M-3  Certificates  and  Class B
                         Certificates, respectively; and

                    (C)  to the Holders of the REMIC II Regular Interest MT- 11,
                         1.00% of such remainder;


                                      -79-

<PAGE>




     (2) any remaining amounts to the Holders of the Class R-II Certificates.

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

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

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

                      (ii) to the Class M-1 Certificateholders  from the amount,
               if any, of the Available  Distribution Amount remaining after the
               foregoing distributions,  Accrued Certificate Interest payable on
               such Certificates  with respect to such  Distribution  Date, plus
               any Accrued Certificate  Interest remaining unpaid from any prior
               Distribution Date, less any Prepayment  Interest  Shortfalls,  to
               the  extent not  covered by  Compensating  Interest  pursuant  to
               Section  3.16,   allocated  to  the  Class  M-1  Certificates  as
               described   in  Section   4.02(e)   (the   "Class  M-1   Interest
               Distribution Amount");

                      (iii) to the Class M-2 Certificateholders from the amount,
               if any, of the Available  Distribution Amount remaining after the
               foregoing distributions,  Accrued Certificate Interest payable on
               such Certificates  with respect to such  Distribution  Date, plus
               any Accrued Certificate  Interest remaining unpaid from any prior
               Distribution Date, less any Prepayment  Interest  Shortfalls,  to
               the  extent not  covered by  Compensating  Interest  pursuant  to
               Section 3.16, allocated to the Class M-2


                                      -80-

<PAGE>



               Certificates  as  described  in Section  4.02(e)  (the "Class M-2
               Interest Distribution Amount");

                      (iv) to the Class M-3 Certificateholders  from the amount,
               if any, of the Available  Distribution Amount remaining after the
               foregoing distributions,  Accrued Certificate Interest payable on
               such Certificates  with respect to such  Distribution  Date, plus
               any Accrued Certificate  Interest remaining unpaid from any prior
               Distribution Date, less any Prepayment  Interest  Shortfalls,  to
               the  extent not  covered by  Compensating  Interest  pursuant  to
               Section  3.16,   allocated  to  the  Class  M-3  Certificates  as
               described   in  Section   4.02(e)   (the   "Class  M-3   Interest
               Distribution Amount");

                      (v) to the Class B Certificateholders  from the amount, if
               any, of the Available  Distribution  Amount  remaining  after the
               foregoing distributions,  Accrued Certificate Interest payable on
               such Certificates  with respect to such  Distribution  Date, plus
               any Accrued Certificate  Interest remaining unpaid from any prior
               Distribution Date, less any Prepayment  Interest  Shortfalls,  to
               the  extent not  covered by  Compensating  Interest  pursuant  to
               Section 3.16,  allocated to the Class B Certificates as described
               in Section 4.02(e) (the "Class B Interest Distribution Amount");

                      (vi) if such  Distribution  Date is prior to the  Stepdown
               Date,  or on or after the Stepdown  Date if a Trigger Event is in
               effect, the Principal Distribution Amount shall be distributed as
               follows,  in each case to the extent of the  remaining  Principal
               Distribution Amount:

                             (A) first, to the Class A Certificateholders (other
                      than the  Class A- IO  Certificateholders),  in the  order
                      described  in  Section   4.02(d),   until  the   aggregate
                      Certificate  Principal Balance of the Class A Certificates
                      has been reduced to zero;

                             (B)  second,  to the Class M-1  Certificateholders,
                      until the Certificate  Principal  Balance of the Class M-1
                      Certificates has been reduced to zero;

                             (C)  third,  to the Class  M-2  Certificateholders,
                      until the Certificate  Principal  Balance of the Class M-2
                      Certificates has been reduced to zero;

                             (D)  fourth,  to the Class M-3  Certificateholders,
                      until the Certificate  Principal  Balance of the Class M-3
                      Certificates has been reduced to zero; and



                                      -81-

<PAGE>



                             (E) fifth, to the Class B Certificateholders, until
                      the   Certificate   Principal   Balance  of  the  Class  B
                      Certificates has been reduced to zero.

                      (vii)  if  such  Distribution  Date  is  on or  after  the
               Stepdown  Date, so long as a Trigger Event is not in effect,  the
               Principal Distribution Amount shall be distributed as follows, in
               each case to the extent of the remaining  Principal  Distribution
               Amount:

                             (A) first, to the Class A Certificateholders (other
                      than the  Class A- IO  Certificateholders),  in the  order
                      described in Section 4.02(d),  from the amount, if any, of
                      the  Available  Distribution  Amount  remaining  after the
                      foregoing    distributions,    the   Class   A   Principal
                      Distribution Amount;

                             (B)  second,  to the Class M-1  Certificateholders,
                      from the  amount,  if any, of the  Available  Distribution
                      Amount  remaining after the foregoing  distributions,  the
                      Class  M-1  Principal   Distribution   Amount,  until  the
                      Certificate   Principal   Balance   of   the   Class   M-1
                      Certificates has been reduced to zero;

                             (C)  third,  to the Class  M-2  Certificateholders,
                      from the  amount,  if any, of the  Available  Distribution
                      Amount  remaining after the foregoing  distributions,  the
                      Class  M-2  Principal   Distribution   Amount,  until  the
                      Certificate   Principal   Balance   of   the   Class   M-2
                      Certificates has been reduced to zero;

                             (D)  fourth,  to the Class M-3  Certificateholders,
                      from the  amount,  if any, of the  Available  Distribution
                      Amount  remaining after the foregoing  distributions,  the
                      Class  M-3  Principal   Distribution   Amount,  until  the
                      Certificate   Principal   Balance   of   the   Class   M-3
                      Certificates has been reduced to zero;

                             (E) fifth, to the Class B Certificateholders,  from
                      the amount, if any, of the Available  Distribution  Amount
                      remaining after the foregoing  distributions,  the Class B
                      Principal   Distribution  Amount,  until  the  Certificate
                      Principal  Balance  of the Class B  Certificates  has been
                      reduced to zero;

                      (viii)   to  the   Class   A,   Class   M  and   Class   B
               Certificateholders  from the  amount,  if any,  of the  Available
               Distribution Amount remaining after the foregoing  distributions,
               the  amount  of  any  Prepayment  Interest  Shortfalls  allocated
               thereto  with respect to the  Mortgage  Loans,  to the extent not
               covered by Compensating Interest on such Distribution Date, which
               will  be   allocated  to  the  Class  A,  Class  M  and  Class  B
               Certificateholders  on a pro rata  basis,  based on the amount of
               such Prepayment Interest Shortfalls;



                                      -82-

<PAGE>



                      (ix)   to   the   Class   A,   Class   M   and   Class   B
               Certificateholders  from the  amount,  if any,  of the  Available
               Distribution Amount remaining after the foregoing  distributions,
               the  amount  of  any  Prepayment  Interest  Shortfalls  allocated
               thereto remaining unpaid from prior  Distribution  Dates together
               with  interest  thereon,  which will be allocated to the Class A,
               Class M and Class B Certificateholders on a pro rata basis, based
               on the amount of such unpaid Prepayment Interest Shortfalls;

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

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

               (d)  Any  amounts  payable  to  the  Class  A  Certificateholders
pursuant to  4.02(c)(vi)  and (vii) above shall be  allocated  to the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-5  Certificates,  in that order,  in
each case until the  Certificate  Principal  Balance thereof has been reduced to
zero.

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

               (f) In addition to the foregoing  distributions,  with respect to
any Mortgage Loan that was  previously  the subject of a Cash  Liquidation or an
REO  Disposition  that resulted in a Realized Loss, in the event that within two
years of the date on which such  Realized  Loss was  determined to have occurred
the  Master  Servicer  receives  amounts  which the Master  Servicer  reasonably
believes to  represent  subsequent  recoveries  (net of any related  liquidation
expenses),  or determines that it holds surplus amounts  previously  reserved to
cover estimated expenses  specifically related to such Mortgage Loan (including,
but not limited to,  recoveries  (net of any related  liquidation  expenses)  in
respect  of the  representations  and  warranties  made  by the  related  Seller
pursuant  to the  applicable  Seller's  Agreement),  the Master  Servicer  shall
distribute  such amounts to the Class or Classes to which such Realized Loss was
allocated  (with the amounts to be distributed  allocated  among such Classes in
the same proportions as such Realized Loss was allocated),  and within each such
Class to the  Certificateholders  of record as of the  Record  Date  immediately
preceding the date of such  distribution (or if such Class of Certificates is no
longer outstanding,  to the  Certificateholders  of record at the time that such
Realized Loss was allocated); 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.  For the  purposes  of this  Section
4.02(f) any allocation of a Realized


                                      -83-

<PAGE>



Loss to Excess Cash Flow will be treated as an  allocation of a Realized Loss to
the Class A, Class M and Class B Certificates.

               (g) 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.

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

               Section 4.03. Statements to Certificateholders.

               (a)   Concurrently   with  each   distribution   charged  to  the
Certificate  Account  and with  respect  to each  Distribution  Date the  Master
Servicer  shall  forward to the Trustee and the Trustee shall forward by mail or
otherwise  make  available  electronically  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;



                                      -84-

<PAGE>



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

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

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

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

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

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

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

               (x)    the   aggregate   amount  of  Realized   Losses  for  such
                      Distribution  Date and the  aggregate  amount of  Realized
                      Losses on the Mortgage  Loans  incurred  since the Cut-off
                      Date;

               (xi)   the Special  Hazard Amount 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   Overcollateralization   Amount  and  the   Required
                    Overcollateralization  Amount  following  such  Distribution
                    Date;



                                      -85-

<PAGE>



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

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

               (xvi)  the aggregate of any deposits to and withdrawals  from the
                      Reserve Fund for such  Distribution Date and the remaining
                      amount on deposit in the Reserve Fund after such  deposits
                      and withdrawals;

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

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

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

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

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

               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


                                      -86-

<PAGE>



information in such statement to be made available to  Certificateholders by the
Master Servicer on request) (provided that the Master Servicer will use its best
efforts to deliver  such  written  statement  not later than 12:00 p.m. New York
time on the second  Business Day prior to the  Distribution  Date) setting forth
(i)  the  Available  Distribution  Amounts,  (ii)  the  amounts  required  to be
withdrawn from the Custodial Account and deposited into the Certificate  Account
on the  immediately  succeeding  Certificate  Account  Deposit Date  pursuant to
clause  (iii) of  Section  4.01(a),  (iii)  the  amount of  Prepayment  Interest
Shortfalls,  (iv) the amounts  required to be withdrawn  from and deposited into
the Reserve  Fund  pursuant to Section  4.08 and (v) to the extent  required,  a
report detailing the Stated Principal Balance,  Mortgage Rate, Modified Mortgage
Rate,  remaining term to maturity and Monthly Payment for any Modified  Mortgage
Loan pursuant to Section 3.13. The  determination by the Master Servicer of such
amounts shall,  in the absence of obvious error, be  presumptively  deemed to be
correct for all purposes hereunder and the Trustee shall be protected in relying
upon the same without any independent check or verification.

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

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

               In the  event  that  the  Master  Servicer  determines  as of the
Business Day  preceding  any  Certificate  Account  Deposit Date that it will be
unable to deposit in the  Certificate  Account  an amount  equal to the  Advance
required to be made for the immediately succeeding Distribution Date,


                                      -87-

<PAGE>



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:  first,  to the Excess  Cash Flow,  by
increasing the amount of clause (iv) of the definition of Principal Distribution
Amount,  second, by reduction of the  Overcollateralization  Amount,  until such
amount has been reduced to zero; third, to the Class B Certificates;  fourth, to
the Class M-3 Certificates;  fifth, to the Class M-2 Certificates; sixth, to the
Class M-1  Certificates;  and  thereafter,  to the Class A Certificates on a pro
rata basis, based on their respective aggregate  Certificate Principal Balances.
Any Excess Losses on the Mortgage  Loans will be allocated to the Class A, Class
M and Class B Certificates on a pro rata basis, in an amount equal to a fraction
of such losses equal to (x) the aggregate  Certificate  Principal Balance of the
Class  A,  Class M and  Class B  Certificates  over  (y)  the  aggregate  Stated
Principal  Balance of the Mortgage Loans, and the remainder of such losses shall
be  allocated  to the  Overcollateralization  Amount in  reduction of the amount
thereof.

               (b) Any  allocation of the principal  portion of Realized  Losses
(other  than  Debt  Service  Reductions)  to the  Class  A,  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(c).  All
Realized  Losses  and all  other  losses  allocated  to a Class of  Certificates
hereunder will be allocated  among the  Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.


                                      -88-

<PAGE>



               (c) All Realized  Losses on the Mortgage Loans shall be allocated
on each  Distribution Date to the following REMIC I Regular Interests to REMIC I
Regular  Interest  LT-1  until the  Uncertificated  Principal  Balance  has been
reduced to zero, then to REMIC I Regular Interest LT-2 until the  Uncertificated
Principal  Balance has been  reduced to zero,  then to REMIC I Regular  Interest
LT-3 until the  Uncertificated  Principal Balance has been reduced to zero, then
to REMIC I Regular Interest LT-4 until the Uncertificated  Principal Balance has
been  reduced  to  zero,  then to  REMIC  I  Regular  Interest  LT-5  until  the
Uncertificated  Principal  Balance  has been  reduced  to zero,  then to REMIC I
Regular  Interest  LT-6  until the  Uncertificated  Principal  Balance  has been
reduced to zero. All Realized Losses on the REMIC I Regular Interest LT-1, REMIC
I Regular Interest LT-2, REMIC I Regular Interest LT-3, REMIC I Regular Interest
LT-4,  REMIC I Regular  Interest LT-5 and REMIC I Regular Interest LT-6 shall be
deemed to have been allocated to the following REMIC II Regular Interests in the
specified  percentages,  as follows:  first, to Uncertificated  Accrued Interest
payable  to the REMIC II  Regular  Interests  MT-1 and MT-11 up to an  aggregate
amount equal to the excess of (a) the REMIC II Interest Loss  Allocation  Amount
over  (b)  Prepayment   Interest  Shortfalls  (to  the  extent  not  covered  by
Compensating  Interest)  relating to the  Mortgage  Loans for such  Distribution
Date, 98% and 2%, respectively; second, to the Uncertificated Principal Balances
of the REMIC II Regular Interests MT-1 and MT-11 up to an aggregate amount equal
to the REMIC II Principal  Loss  Allocation  Amount,  98% and 2%,  respectively;
third, to the  Uncertificated  Principal  Balances of REMIC II Regular  Interest
MT-1, REMIC II Regular Interest MT-10 and REMIC II Regular Interest MT-11,  98%,
1% and 1%, respectively,  until the Uncertificated Principal Balance of REMIC II
Regular Interest MT-10 has been reduced to zero;  fourth, to the  Uncertificated
Principal  Balances of REMIC II Regular Interest MT-1, REMIC II Regular Interest
MT-9 and REMIC II Regular Interest MT-11,  98%, 1% and 1%,  respectively,  until
the Uncertificated  Principal Balance of REMIC II Regular Interest MT-9 has been
reduced to zero;  fifth, to the  Uncertificated  Principal  Balances of REMIC II
Regular  Interest  MT-1,  REMIC II  Regular  Interest  MT-8 and REMIC II Regular
Interest MT-11, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular  Interest MT-8 has been reduced to zero;  sixth,  to
the  Uncertificated  Principal Balances of REMIC II Regular Interest MT-1, REMIC
II Regular  Interest MT-7 and REMIC II Regular  Interest MT-11,  98%, 1% and 1%,
respectively,  until the  Uncertificated  Principal  Balance of REMIC II Regular
Interest MT-7 has been reduced to zero; seventh, to the Uncertificated Principal
Balances of REMIC II Regular  Interest MT-1,  REMIC II Regular Interest MT-6 and
REMIC II  Regular  Interest  MT-11,  98%,  1% and 1%,  respectively,  until  the
Uncertificated  Principal  Balance  of REMIC II Regular  Interest  MT-6 has been
reduced  to zero;  eighth,  REMIC II  Regular  Interest  MT-1,  REMIC II Regular
Interest MT-5 and REMIC II Regular Interest MT-11, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC II Regular Interest MT-5 has
been reduced to zero;  ninth,  REMIC II Regular  Interest MT-1, REMIC II Regular
Interest MT-4 and REMIC II Regular Interest MT-11, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC II Regular Interest MT-4 has
been reduced to zero;  tenth,  REMIC II Regular  Interest MT-1, REMIC II Regular
Interest MT-3 and REMIC II Regular Interest MT-11, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC II Regular Interest MT-3 has
been reduced to zero; eleventh, REMIC II Regular Interest MT-1, REMIC II Regular
Interest MT-2 and REMIC II Regular Interest MT-11, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC II Regular Interest MT-2 has
been reduced to zero.



                                      -89-

<PAGE>



            Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
                              Property.

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

               Section 4.07. Optional Purchase of Defaulted Mortgage Loans.

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

         Section 4.08. Distribution of Class B Net WAC Shortfall Carry-Forward
                              Amount; Reserve Fund.

               (a) On the Closing Date, the Trustee shall establish and maintain
in its name, in trust for the benefit of Class B Certificates, the Reserve Fund.
In addition,  on the Closing  Date,  the Trustee  shall deposit into the Reserve
Fund the Reserve Fund Deposit.

        On each  Distribution  Date, to the extent  required,  the Trustee shall
make  withdrawals  from the Reserve Fund and use the amounts in the Reserve Fund
to make  distributions  to the Class B  Certificates,  in an amount equal to the
amount  of  any  Class  B  Net  WAC  Shortfall   Carry-Forward  Amount  on  such
Certificate. On the 30th Distribution Date, after the distributions described in
the


                                      -90-

<PAGE>



second preceding sentence,  the Trustee shall withdraw from the Reserve Fund (to
the extent of funds  available  on deposit  therein) any  remaining  amounts and
distribute them to the holder of the Reserve Fund Residual Right.

               (b) The Reserve Fund shall be an Eligible  Account.  Amounts held
in the Reserve Fund from time to time shall continue to constitute assets of the
Trust Fund, but not of the REMICs, until released from the Reserve Fund pursuant
to this Section 4.08.  The Reserve Fund  constitutes  an "outside  reserve fund"
within the meaning of Treasury Regulation  ss.1.860G-2(h) and is not an asset of
the REMICs.  Residential  Funding  shall be the owner of the Reserve  Fund.  The
Trustee shall keep records that  accurately  reflect the funds on deposit in the
Reserve Fund. The Trustee shall, at the direction of the Master Servicer, invest
amounts on deposit in the Reserve Fund in Permitted Investments.  In the absence
of written  direction to the Trustee from the Master Servicer,  all funds in the
Reserve Fund shall remain  uninvested.  On each  Distribution  Date, the Trustee
shall  distribute  any interest on the Reserve Fund to the holder of the Reserve
Fund Residual Right.

               (c) The holder of the Reserve Fund Residual Right with respect to
the Reserve Fund shall initially be the Master  Servicer,  and such Reserve Fund
Residual Right shall at all times be owned by the Master  Servicer.  Any amounts
payable  pursuant to this Section 4.08, to the extent not payable to the Class B
Certificates, shall be payable to the Master Servicer.



                                      -91-

<PAGE>



                                    ARTICLE V

                                THE CERTIFICATES

               Section 5.01. The Certificates.

               (a) The  Class A  Certificates,  Class  M  Certificates,  Class B
Certificates,   Class  SB  Certificates  and  Class  R  Certificates   shall  be
substantially  in the  forms  set  forth  in  Exhibits  A,  B-1,  B-2,  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 and  Class  M-1
Certificates  shall be issuable in minimum dollar  denominations  of $25,000 and
integral  multiples  of $1 in  excess  thereof.  The  Class  M-2 and  Class  M-3
Certificates  shall be issuable in minimum dollar  denominations of $250,000 and
integral  multiples of $1 in excess thereof.  The Class B Certificates  shall be
issuable in minimum dollar denominations of $1,000,000 and integral multiples of
$1 in excess thereof. The Class SB Certificates shall be issuable in registered,
certificated  form  in  minimum  percentage  interests  of  5.00%  and  integral
multiples of 0.01% in excess thereof.  Each Class of Class R Certificates  shall
be issued in registered,  certificated form in minimum  percentage  interests of
20.00% and integral  multiples of 0.01% in excess  thereof;  provided,  however,
that one  Class R  Certificate  of each  Class  will be  issuable  to the  REMIC
Administrator  as "tax matters person" pursuant to Section 10.01(c) in a minimum
denomination representing a Percentage Interest of not less than 0.01%.

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

               (b) The  Class A 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


                                      -92-

<PAGE>



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

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

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

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

               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


                                      -93-

<PAGE>



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 SB or R Certificate, upon
satisfaction  of the conditions  set forth below,  the Trustee shall execute and
the Certificate  Registrar shall  authenticate  and deliver,  in the name of the
designated  transferee or  transferees,  one or more new  Certificates of a like
Class and aggregate Percentage Interest.

               (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,
Class SB or Class R Certificate shall be made unless such transfer, sale, pledge
or other  disposition  is  exempt  from  the  registration  requirements  of the
Securities Act of 1933, as amended (the "1933 Act"),  and any  applicable  state
securities  laws or is made in  accordance  with  said Act and  laws.  Except as
otherwise  provided in this Section  5.02(d),  in the event that a transfer of a
Class SB or Class R Certificate is to be made, (i) unless the Depositor  directs
the Trustee  otherwise,  the Trustee shall require a written  Opinion of Counsel
acceptable  to and in form and  substance  satisfactory  to the  Trustee and the
Depositor  that such transfer may be made  pursuant to an exemption,  describing
the applicable  exemption and the basis  therefor,  from said Act and laws or is
being made pursuant to said Act and laws,  which Opinion of Counsel shall not be
an expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer,
and (ii) the Trustee  shall require the  transferee to execute a  representation
letter,  substantially  in the form of Exhibit I hereto,  and the Trustee  shall
require the transferor to execute a representation letter,  substantially in the
form  of  Exhibit  J  hereto,  each  acceptable  to and in  form  and  substance
satisfactory  to the Depositor  and the Trustee  certifying to the Depositor and
the Trustee the facts surrounding such transfer,  which  representation  letters
shall not be an expense of the  Trustee,  the Trust Fund,  the  Depositor or the
Master Servicer.  Transfers of the Class B Certificates may be made, and in lieu
of the requirements set forth in the preceding  sentence,  transfers of Class SB
or Class R Certificates  may be made, in accordance with this Section 5.02(d) if
the  prospective  transferee of such a Certificate  provides the Trustee and the
Master Servicer with an investment letter substantially in the form of Exhibit N
attached hereto, which investment letter shall not be an expense of the Trustee,
the Depositor,  or the Master Servicer, and which investment letter states that,
among other things, such transferee (i) is a "qualified  institutional buyer" as
defined  under Rule 144A,  acting for its own  account or the  accounts of other
"qualified


                                      -94-

<PAGE>



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,
Class SB or Class R Certificate desiring to effect any transfer, sale, pledge or
other  disposition  shall, and does hereby agree to, indemnify the Trustee,  the
Depositor,  the  Master  Servicer  and the  Certificate  Registrar  against  any
liability that may result if the transfer,  sale, pledge or other disposition is
not so exempt or is not made in accordance  with such federal and state laws and
this Agreement.

               (e) In the  case of any  Class M,  Class  B,  Class SB or Class R
Certificate presented for registration in the name of any Person, either (i) the
Trustee  shall  require  an Opinion  of  Counsel  acceptable  to and in form and
substance  satisfactory to the Trustee, the Depositor and the Master Servicer to
the effect  that the  purchase  or holding of such Class M, Class B, Class SB or
Class R Certificate is permissible  under applicable law, will not constitute or
result in any non-exempt  prohibited  transaction under Section 406 of ERISA, or
Section  4975  of  the  Code  (or   comparable   provisions  of  any  subsequent
enactments),  and 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 M or
Class B Certificate) (which  certification shall be deemed to have been given by
a Class M Certificateholder  who acquires a Book-Entry  Certificate),  Exhibit O
(with respect to a Class SB 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  or (b) in the  case of a Class M or  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)  (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:



                                      -95-

<PAGE>



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

               (B)  In  connection  with any proposed  Transfer of any Ownership
                    Interest in a Class R Certificate, the Trustee shall require
                    delivery to it, and shall not  register  the Transfer of any
                    Class R  Certificate  until its receipt of, (I) an affidavit
                    and agreement (a "Transfer  Affidavit and Agreement," in the
                    form  attached  hereto as  Exhibit  H-1)  from the  proposed
                    Transferee, in form and substance satisfactory to the Master
                    Servicer,  representing and warranting,  among other things,
                    that it is a Permitted Transferee,  that it is not acquiring
                    its Ownership  Interest in the Class R  Certificate  that is
                    the subject of the proposed  Transfer as a nominee,  trustee
                    or agent for any Person who is not a  Permitted  Transferee,
                    that for so long as it retains its  Ownership  Interest in a
                    Class R Certificate,  it will endeavor to remain a Permitted
                    Transferee,  and that it has reviewed the provisions of this
                    Section  5.02(f) and agrees to be bound by them,  and (II) a
                    certificate,  in the form  attached  hereto as Exhibit  H-2,
                    from the Holder wishing to transfer the Class R Certificate,
                    in form and substance  satisfactory to the Master  Servicer,
                    representing  and  warranting,  among other 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


                                      -96-

<PAGE>



               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."

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

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

               (B)  If any purported Transferee shall become a Holder of a Class
                    R  Certificate  in  violation  of the  restrictions  in this
                    Section  5.02(f)  and to the  extent  that  the  retroactive
                    restoration  of the  rights of the  Holder  of such  Class R
                    Certificate  as described in clause  (iii)(A) above shall be
                    invalid, illegal or unenforceable,  then the Master Servicer
                    shall have the right,


                                      -97-

<PAGE>



               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.

                      (ii) 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.

                      (iii) 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
                    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


                                      -98-

<PAGE>



               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.

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

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

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

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

               Section 5.04. Persons Deemed Owners.

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


                                      -99-

<PAGE>



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.

               Section 5.06. Optional Purchase of Certificates.

               (a) On any  Distribution  Date on or after the Step-Up Date,  the
Master  Servicer shall have the right,  at its option,  to purchase the Class A,
Class M and Class B 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.

               (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 it will purchase the related  Certificates  pursuant to Section
5.06(a).  Notice of any such  purchase,  specifying the  Distribution  Date upon
which the Holders may surrender their Certificates to the Trustee for payment in
accordance  with  this  Section  5.06,  shall be given  promptly  by the  Master
Servicer  by  letter  to  Certificateholders  (with  a copy  to the  Certificate
Registrar and each Rating  Agency)  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  Distribution  Date  upon  which  purchase  of the
        related  Certificates  is anticipated to be made upon  presentation  and
        surrender  of such  Certificates  at the office or agency of the Trustee
        therein designated,

                      (ii)   the purchase price therefor, if known, and



                                            -100-

<PAGE>



                      (iii) that the Record Date  otherwise  applicable  to such
        Distribution  Date is not  applicable,  payments  being  made  only upon
        presentation  and surrender of the  Certificates at the office or agency
        of the Trustee therein specified.

If the Master  Servicer gives the notice  specified  above,  the Master Servicer
shall deposit in the Certificate  Account before the Distribution  Date on which
the purchase pursuant to Section 5.06(a) is to be made, in immediately available
funds,  an amount equal to the purchase price for the  Certificates  computed as
provided above.

               (c) Upon  presentation  and surrender of the  Certificates  to be
purchased pursuant to Section 5.06(a) by the Holders thereof,  the Trustee shall
distribute  to such  Holders  an  amount  equal to the  outstanding  Certificate
Principal Balance thereof plus one month's Accrued Certificate  Interest thereon
and any previously unpaid Accrued Certificate Interest with respect thereto.

               (d) In the event  that any  Certificateholders  do not  surrender
their  Certificates  on or  before  the  Distribution  Date on which a  purchase
pursuant to this  Section  5.06 is to be made,  the  Trustee  shall on such date
cause all funds in the  Certificate  Account  deposited  therein  by the  Master
Servicer pursuant to Section 5.06(b) to be withdrawn  therefrom and deposited in
a separate  escrow account for the benefit of such  Certificateholders,  and the
Master Servicer shall give a second written notice to such Certificateholders to
surrender  their  Certificates  for payment of the purchase price  therefor.  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  Holders of such  Certificates
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  in accordance with this Section 5.06, 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  payment in
accordance  with this Section 5.06. Any  Certificate  that is not surrendered on
the Distribution  Date on which a purchase  pursuant to this Section 5.06 occurs
as  provided  above will be deemed to have been  purchased  and the Holder as of
such date will  have no  rights  with  respect  thereto  except to  receive  the
purchase price therefor minus any costs and expenses associated with such escrow
account and notices allocated  thereto.  Any Certificates so purchased or deemed
to have been  purchased  on such  Distribution  Date  shall  remain  outstanding
hereunder.  The Master  Servicer shall be for all purposes the Holder thereof as
of such date.



                                            -101-

<PAGE>



                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

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

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

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

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

               (b) Any Person into which the  Depositor  or the Master  Servicer
may be merged or consolidated,  or any corporation  resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person  succeeding to the business of the Depositor or the Master  Servicer,
shall be the successor of the Depositor or the Master Servicer,  as the case may
be,  hereunder,  without the execution or filing of any paper or any further act
on the  part of any of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding;  provided,  however,  that the successor or surviving Person to
the Master  Servicer  shall be qualified to service  mortgage loans on behalf of
Fannie Mae or Freddie  Mac;  and  provided  further  that each  Rating  Agency's
ratings,  if any,  of the Class A, Class 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


                                            -102-

<PAGE>



due and punctual performance and observance of each covenant and condition to be
performed  or observed by the Master  Servicer  under this  Agreement;  provided
further that each Rating  Agency's  rating of the Classes of  Certificates  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


                                            -103-

<PAGE>



Accrued  Certificate  Interest on each Class entitled thereto in the same manner
as if such expenses and costs constituted a Prepayment Interest Shortfall.

               Section 6.04. Depositor and Master Servicer Not to Resign.

               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.


                                            -104-

<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):

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

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

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

               (iv) the Master  Servicer  shall consent to the  appointment of a
                    conservator  or receiver or  liquidator  in any  insolvency,
                    readjustment of debt, marshalling of


                                            -105-

<PAGE>



                    assets  and  liabilities,  or  similar  proceedings  of,  or
                    relating to, the Master  Servicer or of, or relating to, all
                    or substantially all of the property of the Master Servicer;
                    or

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

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

               If an Event of  Default  described  in  clauses  (i)-(v)  of this
Section  shall  occur,  then,  and in each and every such case,  so long as such
Event of  Default  shall not have been  remedied,  either the  Depositor  or the
Trustee shall at the direction of 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


                                            -106-

<PAGE>



terminating  Residential  Funding's  rights and  obligations as Master  Servicer
hereunder  and  received  after such notice,  that portion to which  Residential
Funding  would have been  entitled  pursuant to Sections  3.10(a)(ii),  (vi) and
(vii) as well as its  Servicing  Fee in respect  thereof,  and any other amounts
payable to Residential Funding hereunder the entitlement to which arose prior to
the termination of its activities hereunder. Upon the termination of Residential
Funding as Master Servicer  hereunder the Depositor shall deliver to the Trustee
a copy of the Program Guide.

               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(b) 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


                                            -107-

<PAGE>



the  related  Subservicing  Fee to a rate of 0.50%  per annum in order to hire a
Subservicer with respect to such Mortgage Loans.

               (b) In connection  with the  termination  or  resignation  of the
Master Servicer hereunder,  either (i) the successor Master Servicer,  including
the  Trustee  if the  Trustee  is acting as  successor  Master  Servicer,  shall
represent  and warrant  that it is a member of MERS in good  standing  and shall
agree to comply in all material  respects with the rules and  procedures of MERS
in connection  with 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


                                            -108-

<PAGE>



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.



                                            -109-

<PAGE>



                                  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,  contribution  or other tax on the Trust
Fund to the extent  that  maintaining  such status and  avoiding  such taxes are
reasonably within the control of the Trustee and are reasonably within the scope
of its duties under this Agreement.

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

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


                                            -110-

<PAGE>



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

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

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

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

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

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

               Section 8.02. Certain Matters Affecting the Trustee.

               (a)    Except as otherwise provided in Section 8.01:



                                            -111-

<PAGE>



                      (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;

                      (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


                                            -112-

<PAGE>



                      (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.

               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


                                            -113-

<PAGE>



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  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


                                            -114-

<PAGE>



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 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


                                            -115-

<PAGE>



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.

               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.



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               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 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.


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<PAGE>




               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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<PAGE>



                                   ARTICLE IX

                                   TERMINATION

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

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

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

                      (ii) the  purchase by the Master  Servicer of all Mortgage
        Loans  and  all  property  acquired  in  respect  of any  Mortgage  Loan
        remaining  in the  Trust  Fund 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 Mortgage Loans,  pursuant to clause (ii) above is
conditioned  upon the date of such  purchase  occurring  on or after the Step-Up
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


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<PAGE>



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.

               (b) The Master  Servicer  shall give the Trustee not less than 60
days'  prior  notice  of the  Distribution  Date on which  the  Master  Servicer
anticipates  that  the  final  distribution  will be made to  Certificateholders
(whether  as a result of the  exercise  by the Master  Servicer  of its right to
purchase the assets of the Trust Fund or otherwise).  Notice of any termination,
specifying the anticipated  Final  Distribution Date (which shall be a date that
would otherwise be a Distribution  Date) upon which the  Certificateholders  may
surrender   their   Certificates  to  the  Trustee  for  payment  of  the  final
distribution  and  cancellation,  shall be given promptly by the Master Servicer
(if it is exercising its right to purchase the assets of the Trust Fund),  or by
the  Trustee  (in any other  case) by letter to  Certificateholders  mailed  not
earlier  than the 15th day and not  later  than the 25th day of the  month  next
preceding the month of such final distribution specifying:

                      (i) the  anticipated  Final  Distribution  Date upon which
        final  payment  of the  Certificates  is  anticipated  to be  made  upon
        presentation  and surrender of  Certificates  at the office or agency of
        the Trustee therein designated,

                      (ii)   the amount of any such final payment, if known, and

                      (iii) that the Record Date  otherwise  applicable  to such
        Distribution Date is not applicable,  and that payment will be made only
        upon  presentation  and surrender of the  Certificates  at the office or
        agency of the Trustee therein specified.

If the Master  Servicer is  obligated  to give notice to  Certificateholders  as
aforesaid,  it shall give such notice to the  Certificate  Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the  Master  Servicer,  the Master  Servicer  shall  deposit in the  Certificate
Account before the Final  Distribution  Date in immediately  available  funds an
amount equal to the purchase  price for the assets of the Trust Fund computed as
above provided.

        The Master Servicer shall provide to the Trustee written notification of
any change to the anticipated Final Distribution Date as soon as practicable. If
the Trust Fund is not terminated on the anticipated Final Distribution Date, for
any reason,  the Trustee  shall  promptly  mail notice  thereof to each affected
Certificateholder.

               (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 Class A, Class M and Class B Certificates,
plus  Accrued  Certificate  Interest  thereon for the related  Interest  Accrual
Period and any previously unpaid Accrued Certificate Interest.



                                            -120-

<PAGE>



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

               Section 9.02. Additional Termination Requirements.

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

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



                                            -121-

<PAGE>



                      (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.



                                            -122-

<PAGE>



                                    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 the REMIC II. The Class A-1,  Class A-2,  Class A-3,
Class A-4, Class A-5,  Class A-IO,  Class M-1, Class M-2, Class M-3, Class B and
Class SB  Certificates  shall be designated as the "regular  interests" in REMIC
III and the Class  R-III  Certificates  shall be  designated  the sole  class of
"residual interests" in REMIC III. The REMIC Administrator and the Trustee shall
not permit the creation of any  "interests"  (within the meaning of Section 860G
of the Code) in the REMIC other than the Certificates.

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

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

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


                                            -123-

<PAGE>



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  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


                                            -124-

<PAGE>



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

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

               (h) The Trustee and the Master Servicer shall, for federal income
tax  purposes,  maintain  books and  records  with  respect  to each  REMIC on a
calendar  year and on an accrual  basis or as  otherwise  may be required by the
REMIC Provisions.

               (i)  Following the startup day,  neither the Master  Servicer nor
the  Trustee  shall  accept  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


                                            -125-

<PAGE>



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 principal
balance  of each  regular  interest  in each  REMIC  would be reduced to zero is
August 25, 2031.

               (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.

               (n) The  Trustee  shall  treat  the  Reserve  Fund as an  outside
reserve fund within the meaning of Treasury Regulation 1.860G-2(h).  The Reserve
Fund  shall be owned by the Class B  Certificateholders,  and is not an asset of
the REMICs. The Trustee shall treat the rights of the Class B Certificateholders
to receive  payments  from the Reserve  Fund as rights in an  interest  rate cap
contract   written   by   Residential   Funding   in  favor   of  the   Class  B
Certificateholders.   Thus,  each  Class  B  Certificate  shall  be  treated  as
representing  ownership  of not  only  REMIC  III  regular  interests,  but also
ownership  of an interest  in an interest  rate cap  contract.  For  purposes of
determining  the issue  price of the REMIC III  regular  interests,  the Trustee
shall  assume that the interest  rate cap  contract  with respect to the Class B
Certificates has a de minimis value.

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



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<PAGE>



               (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


                                            -128-

<PAGE>



     (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

                      (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 11.01(c).

               (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  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


                                            -129-

<PAGE>



the execution thereof by Certificateholders  shall be subject to such reasonable
regulations as the Trustee may prescribe.

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

               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


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<PAGE>



accompanied  by an  Opinion  of  Counsel  to the  effect  that such  recordation
materially and beneficially affects the interests of the Certificateholders.

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

               Section 11.03.       Limitation on Rights of Certificateholders.

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

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

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



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<PAGE>



               Section 11.04.       Governing Law.

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

               Section 11.05.       Notices.

               All demands and notices  hereunder  shall be in writing and shall
be  deemed  to have  been duly  given if  personally  delivered  at or mailed by
registered mail,  postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor,  8400 Normandale Lake Boulevard,  Suite 250,  Minneapolis,  Minnesota
55437, Attention: President, 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-RZ3 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 Standard &
Poor's,  55  Water  Street,  New  York,  New  York  10041  Attention:   Mortgage
Surveillance  or  such  other  address  as may  be  hereafter  furnished  to the
Depositor,  Trustee and Master Servicer by Standard & Poor's; (e) in the case of
Moody's, 99 Church Street, New York, New York 10007,  Attention:  ABS Monitoring
Department,  or  such  other  address  as  may  be  hereafter  furnished  to the
Depositor, the Trustee and the Master Servicer in writing by Moody's, and (f) in
the case of Fitch, One State Street Plaza, 32nd Floor, New York, New York 10004,
or such other  address  as may be  hereafter  furnished  to the  Depositor,  the
Trustee  and the Master  Servicer  in writing by Fitch.  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,



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<PAGE>



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

               (vi)   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,

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

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

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

               (xiv)  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,

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

               (xviii)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 11.08.       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 11.10.       Supplemental Provisions for Resecuritization.

               (b) 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


                                            -133-

<PAGE>



custodial  arrangement  (a  "Restructuring  Vehicle")  to be held by the Trustee
pursuant to a Supplemental  Article.  The instrument  adopting such Supplemental
Article shall be executed by the Depositor, the Master Servicer and the Trustee;
provided,  that neither the Master Servicer nor the Trustee shall withhold their
consent thereto if their respective  interests would not be materially adversely
affected  thereby.  To the extent that the terms of the Supplemental  Article do
not  in any  way  affect  any  provisions  of  this  Agreement  as to any of the
Certificates  initially  issued  hereunder,  the  adoption  of the  Supplemental
Article shall not constitute an "amendment" of this Agreement.

               Each   Supplemental   Article   shall  set  forth  all  necessary
provisions  relating to the  holding of the  Resecuritized  Certificates  by the
Trustee, the establishment of the Restructuring  Vehicle, the issuing of various
classes of new 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.



                                            -134-

<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.

                                                RESIDENTIAL ASSET MORTGAGE
                                                   PRODUCTS, INC.

[Seal]                                          By:
                                                   -----------------------------
                                                Name:  Julie Steinhagen
                                                Title: Vice President

Attest:
        -------------------------------
Name:   Randy Van Zee
Title:  Vice President

                                                RESIDENTIAL FUNDING CORPORATION

[Seal]                                          By:
                                                   -----------------------------
                                                Name:  Randy Van Zee
                                                Title: Director

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

                                                THE CHASE MANHATTAN BANK,
                                                   as Trustee

[Seal]                                          By:
                                                   -----------------------------
                                                Name:  Mark McDermott
                                                Title: Assistant Vice President
Attest:
        ---------------------------------------
Name:
Title:









                                            -135-

<PAGE>



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


        On the 29th day of August,  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]




                                            -136-

<PAGE>



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


        On the 29th day of August,  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]



                                            -137-

<PAGE>


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


        On the 29th day of August,  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 The Chase Manhattan 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

[Notarial Seal]




<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.





                                       A-1

<PAGE>



Class A-[__] Senior                  Certificate No. 1

                                     [__%] Pass-Through Rate
Date of Pooling and Servicing
Agreement and Cut-off Date:          Percentage Interest: 100%
August 1, 2001

First Distribution Date:             Aggregate Initial [Certificate Principal
September 25, 2001                 Balance][Notional Amount] of the Class A-[__]
                                     Certificates:  $__________ [initially]
Master Servicer:
Residential Funding Corporation      Initial [Certificate Principal Balance]
                                     [Notional
                                     Amount] of this Class A-[__] Certificate:
Final Scheduled Distribution Date:   $__________ [initially]
----------------

Maturity Date:                       CUSIP ____________
August 25, 2031

                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2001-RZ3
               evidencing a percentage  interest in the distributions  allocable
               to the Class  A-[__]  Certificates  with  respect to a Trust Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family  fixed interest rate,  first lien mortgage loans sold
               by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

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

        This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain  distributions with respect to
the Trust Fund  consisting  primarily  of an interest in a pool of  conventional
one- to  four-family  fixed  interest  rate,  first  lien  mortgage  loans  (the
"Mortgage   Loans"),   sold  by  Residential  Asset  Mortgage   Products,   Inc.
(hereinafter  called the  "Depositor,"  which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Depositor, the Master Servicer and The Chase Manhattan 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


                                       A-2

<PAGE>



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
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


                                       A-3

<PAGE>



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  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


                                       A-4

<PAGE>



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.


                                       A-5

<PAGE>



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


                                               THE CHASE MANHATTAN BANK,
                                                    as Trustee


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

Dated: August 29, 2001

                          CERTIFICATE OF AUTHENTICATION

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


                                               THE CHASE MANHATTAN BANK,
                                                    as Certificate Registrar


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





                                       A-6

<PAGE>



                                   ASSIGNMENT

     FOR  VALUE  RECEIVED,   the  undersigned  hereby  sell(s),   assign(s)  and
transfer(s) unto


(Please  print  or  typewrite  name and  address  including  postal  zip code of
assignee) the beneficial  interest evidenced by the within Trust Certificate and
hereby  authorizes the transfer of  registration of such interest to assignee on
the Certificate Register of the Trust Fund.

        I  (We)  further  direct  the  Certificate  Registrar  to  issue  a  new
Certificate of a like  denomination  and Class,  to the above named assignee and
deliver such Certificate to the following address:


Dated:
      ________________________       ____________________________________
                                     Signature by or on behalf of assignor

                                     ________________________
                                     Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of  distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available  funds  to  ___________________________________  for  the  account  of
____________________________  account number  ____________________________ or if
mailed by check to________________________.

     Applicable statements should be mailed to ____________________________.

     This information is provided by _______________________, the assignee named
above, or______________________________, as its agent.




                                       A-7

<PAGE>



                                   EXHIBIT B-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.

        NO TRANSFER OF THIS CLASS M  CERTIFICATE  WILL BE MADE UNLESS EITHER (A)
AN OPINION OF COUNSEL  ACCEPTABLE TO AND IN FORM AND SUBSTANCE  SATISFACTORY  TO
THE  TRUSTEE,   THE  COMPANY  AND  THE  MASTER  SERVICER  WITH  RESPECT  TO  THE
PERMISSIBILITY  OF SUCH TRANSFER UNDER THE EMPLOYEE  RETIREMENT  INCOME SECURITY
ACT OF 1974,  AS AMENDED  ("ERISA")  AND SECTION  4975 OF THE CODE AND  STATING,
AMONG OTHER THINGS,  THAT THE TRANSFEREE'S  ACQUISITION OF THIS CERTIFICATE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION  UNDER SECTION
406 OF 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  OR (B) A  REPRESENTATION  LETTER,  IN  THE  FORM  DESCRIBED  IN THE
AGREEMENT,  EITHER  STATING THAT THE  TRANSFEREE  IS NOT AN EMPLOYEE  BENEFIT OR
OTHER PLAN SUBJECT TO THE PROHIBITED  TRANSACTION PROVISIONS OF ERISA OR SECTION
4975 OF THE CODE (A  "PLAN"),  OR ANY  OTHER  PERSON  (INCLUDING  AN  INVESTMENT
MANAGER,  A NAMED  FIDUCIARY  OR A TRUSTEE  OF ANY  PLAN)  ACTING,  DIRECTLY  OR
INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY


                                      B-1-1

<PAGE>



PLAN (A "PLAN  INVESTOR"),  OR STATING THAT (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 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").

        NOTWITHSTANDING  THE  ABOVE,  WITH  RESPECT  TO  THE  TRANSFER  OF  THIS
CERTIFICATE TO A DEPOSITORY OR ANY  SUBSEQUENT  TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A  CERTIFICATION,  EACH AS DESCRIBED IN THE  FOREGOING
PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:

1.      ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
        REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS
        CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH
        TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A
        COMPLYING INSURANCE COMPANY; AND

2.      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 OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE
        RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND
        OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE
        DATE OF SUCH TRANSFER OF THIS CERTIFICATE.  THE TRUSTEE SHALL
        BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS
        DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.

        ANY PURPORTED  CERTIFICATE  OWNER WHOSE  ACQUISITION  OR HOLDING OF THIS
CERTIFICATE (OR INTEREST  HEREIN) WAS EFFECTED IN VIOLATION OF THE  RESTRICTIONS
IN SECTION  5.02(F) OF THE POOLING AND SERVICING  AGREEMENT  SHALL INDEMNIFY AND
HOLD HARMLESS THE 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.




                                      B-1-2

<PAGE>




Certificate No. 1               ____% Pass-Through Rate
Class M-[__] Mezzanine          Aggregate Certificate Principal Balance of the
                                Class M-[__] Certificates:
                                $_________________
Date of Pooling and Servicing   Initial Certificate Principal Balance of this
Agreement and Cut-off Date:     Certificate:
August 1, 2001                  $__________
First Distribution Date:        CUSIP _________
September 25, 2001
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date:
August 25, 2031
Maturity Date:
August 25, 2031



                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2001-RZ3
               evidencing a percentage  interest in the distributions  allocable
               to the Class  M-[__]  Certificates  with  respect to a Trust Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family  fixed interest rate,  first lien mortgage loans sold
               by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

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

               This  certifies  that Cede & Co. is the  registered  owner of the
Percentage Interest evidenced by this Certificate in certain  distributions with
respect to the Trust  Fund  consisting  primarily  of an  interest  in a pool of
conventional  one- to four-family fixed interest rate, first lien mortgage loans
(the "Mortgage  Loans"),  sold by  Residential  Asset  Mortgage  Products,  Inc.
(hereinafter  called the  "Depositor,"  which term includes any successor entity
under the Agreement


                                      B-1-3

<PAGE>



referred  to  below).  The Trust  Fund was  created  pursuant  to a Pooling  and
Servicing  Agreement  dated as  specified  above  (the  "Agreement")  among  the
Depositor,  the Master  Servicer and The Chase  Manhattan  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-1
Certificates on such Distribution Date.

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

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

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

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


                                      B-1-4

<PAGE>



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

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

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

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

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

               No  service  charge  will be made  for any such  registration  of
transfer or exchange, but the 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


                                      B-1-5

<PAGE>



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.


                                      B-1-6

<PAGE>



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

Dated: August 29, 2001              THE CHASE MANHATTAN BANK,
                                   as Trustee

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




                          CERTIFICATE OF AUTHENTICATION

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

                                            THE CHASE MANHATTAN BANK,
                                            as Certificate Registrar


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


                                      B-1-7

<PAGE>



                                   ASSIGNMENT


     FOR  VALUE  RECEIVED,   the  undersigned  hereby  sell(s),   assign(s)  and
transfer(s)  unto (Please print or typewrite name and address  including  postal
zip code of assignee) a  Percentage  Interest  evidenced by the within  Mortgage
Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

               I (We) further  direct the  Certificate  Registrar to issue a new
Certificate of a like  denomination  and Class,  to the above named assignee and
deliver such Certificate to the following address:





Dated:
      ________________________       ____________________________________
                                     Signature by or on behalf of assignor

                                     ________________________
                                     Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of  distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available  funds  to  ___________________________________  for  the  account  of
____________________________  account number  ____________________________ or if
mailed by check to________________________.

     Applicable statements should be mailed to ____________________________.

     This information is provided by _______________________, the assignee named
above, or______________________________, as its agent.



                                      B-1-8

<PAGE>



                                   EXHIBIT B-2

                      FORM OF RULE 144A 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").

        THE  CERTIFICATES  DESCRIBED  HEREIN MAY ONLY BE  OFFERED TO  "QUALIFIED
INSTITUTIONAL BUYERS" AS DEFINED UNDER RULE 144A.

        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  EITHER  (I) 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 OR (II) THE TRUSTEE IS PROVIDED  WITH A
CERTIFICATION  PURSUANT  TO  SECTION  5.02(E)  OF THE  AGREEMENT  IN THE FORM OF
EXHIBIT P TO THE  AGREEMENT,  WHICH THE  TRUSTEE MAY RELY UPON  WITHOUT  FURTHER
INQUIRY OR INVESTIGATION.




                                      B-2-1

<PAGE>




Certificate No. 1                ____% Pass-Through Rate
Class B                          Aggregate Certificate Principal Balance of the
                                 Class B Certificates:
                                 $______________
Date of Pooling and Servicing    Initial Certificate Principal Balance of this
Agreement and Cut-off Date:      Certificate:
August 1, 2001                   $__________
First Distribution Date:         CUSIP _________
September 25, 2001
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date:
August 25, 2031
Maturity Date:
August 25, 2031



                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2001-RZ3
               evidencing a percentage  interest in the distributions  allocable
               to  the  Class  B  Certificates  with  respect  to a  Trust  Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family  fixed interest rate,  first lien mortgage loans sold
               by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

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

               This  certifies  that Cede & Co. is the  registered  owner of the
Percentage Interest evidenced by this Certificate in certain  distributions with
respect to the Trust  Fund  consisting  primarily  of an  interest  in a pool of
conventional  one- to four-family fixed interest rate, first lien mortgage loans
(the "Mortgage  Loans"),  sold by  Residential  Asset  Mortgage  Products,  Inc.
(hereinafter  called the  "Depositor,"  which term includes any successor entity
under the Agreement


                                      B-2-2

<PAGE>



referred  to  below).  The Trust  Fund was  created  pursuant  to a Pooling  and
Servicing  Agreement  dated as  specified  above  (the  "Agreement")  among  the
Depositor,  the Master  Servicer and The Chase  Manhattan  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 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


                                      B-2-3

<PAGE>



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 P to the
Agreement,   which  the  Trustee  may  rely  upon  without  further  inquiry  or
investigation.

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

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

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

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

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


                                      B-2-4

<PAGE>



instrument of transfer in form  satisfactory  to the Trustee and the Certificate
Registrar  duly  executed by the Holder  hereof or such  Holder's  attorney duly
authorized in writing,  and thereupon one or more new Certificates of authorized
denominations  evidencing the same Class and aggregate  Percentage Interest will
be issued to the designated transferee or transferees.

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

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

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

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

               The  obligations  created  by the  Agreement  in  respect  of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to  Certificateholders  of all  amounts  held by or on behalf of the Trustee and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last Mortgage Loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer 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.


                                      B-2-5

<PAGE>



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

Dated: August 29, 2001              THE CHASE MANHATTAN BANK,
                                   as Trustee

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




                          CERTIFICATE OF AUTHENTICATION

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

                                            THE CHASE MANHATTAN BANK,
                                            as Certificate Registrar


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


                                      B-2-6

<PAGE>



                                   ASSIGNMENT


     FOR  VALUE  RECEIVED,   the  undersigned  hereby  sell(s),   assign(s)  and
transfer(s)  unto (Please print or typewrite name and address  including  postal
zip code of assignee) a  Percentage  Interest  evidenced by the within  Mortgage
Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

               I (We) further  direct the  Certificate  Registrar to issue a new
Certificate of a like  denomination  and Class,  to the above named assignee and
deliver such Certificate to the following address:



Dated:
      ________________________       ____________________________________
                                     Signature by or on behalf of assignor

                                     ________________________
                                     Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of  distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available  funds  to  ___________________________________  for  the  account  of
____________________________  account number  ____________________________ or if
mailed by check to________________________.

     Applicable statements should be mailed to ____________________________.

     This information is provided by _______________________, the assignee named
above, or______________________________, as its agent.


                                      B-2-7

<PAGE>



                                    EXHIBIT C

                          FORM OF CLASS SB CERTIFICATE

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

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

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

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO ANY PLAN
SUBJECT TO ERISA OR SECTION  4975 OF THE CODE,  ANY PERSON  ACTING,  DIRECTLY OR
INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH CERTIFICATES
WITH "PLAN  ASSETS"  OF A PLAN  WITHIN THE  MEANING OF THE  DEPARTMENT  OF LABOR
REGULATION PROMULGATED AT 29 C.F.R.  ss.2510.3-101 ("PLAN ASSETS") UNLESS EITHER
(I) 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 OR (II) THE TRUSTEE IS PROVIDED  WITH A
CERTIFICATION  PURSUANT  TO  SECTION  5.02(F)  OF THE  AGREEMENT  IN THE FORM OF
EXHIBIT O TO THE  AGREEMENT,  WHICH THE  TRUSTEE MAY RELY UPON  WITHOUT  FURTHER
INQUIRY OR INVESTIGATION.




                                       C-1

<PAGE>



Certificate No. 1

Class SB Subordinate

Date of Pooling and Servicing     Percentage Interest: 100%
and Cut-off Date:
August 1, 2001

First Distribution Date:         Aggregate Initial Certificate Principal Balance
September 25, 2001                of the Class SB Certificates:
                                  $_________________

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

Final Scheduled Distribution Date:CUSIP:  ____________
August 25, 2031

Maturity Date:
August 25, 2031


                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2001-RZ3

               evidencing a percentage  interest in the distributions  allocable
               to the  Class  SB  Certificates  with  respect  to a  Trust  Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family  fixed interest rate,  first lien mortgage loans sold
               by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

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

        This certifies that Auer & 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  conventional
one- to four-family  fixed and adjustable  interest rate,  first and second 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


                                       C-2

<PAGE>



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

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

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

        Notwithstanding  the above,  the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York.  The Notional
Amount of this  Class SB  Certificate  as of any date of  determination  will be
calculated  as described in the  Agreement.  The Notional  Amount hereof will be
reduced by interest  shortfalls on the Mortgage  Loans  including any Prepayment
Interest  Shortfalls not covered by  Compensating  Interest or Excess Cash Flow,
and the interest  portion of any Realized  Losses  incurred in respect  thereof.
This Class SB Certificate will accrue interest at the  Pass-Through  Rate on the
Notional Amount as indicated in the definition of Accrued  Certificate  Interest
in the  Agreement.  This Class SB  Certificate  will not accrue  interest on its
Certificate Principal Balance.

        No  transfer  of this  Class SB  Certificate  will be made  unless  such
transfer is exempt from the  registration  requirements of the Securities Act of
1933,  as  amended,  and  any  applicable  state  securities  laws or is made in
accordance  with said Act and laws.  In the event that such a transfer  is to be
made,  (i) the  Trustee  or the  Depositor  may  require  an  opinion of counsel
acceptable  to and in form and  substance  satisfactory  to the  Trustee and the
Depositor that such transfer is exempt (describing the applicable  exemption and
the  basis  therefor)  from  or is  being  made  pursuant  to  the  registration
requirements  of the Securities  Act of 1933, as amended,  and of any applicable
statute of any state and (ii) the transferee shall execute an investment  letter
in the form  described by the  Agreement.  The Holder hereof  desiring to effect
such  transfer  shall,  and does hereby agree to,  indemnify  the  Trustee,  the
Depositor, the Master Servicer and the Certificate Registrar acting on 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.



                                       C-3

<PAGE>



        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  Asset-Backed  Pass-Through
Certificates  of the Series  specified  hereon (herein  collectively  called the
"Certificates").

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

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

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

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


                                       C-4

<PAGE>



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

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

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

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

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

        The obligations  created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last 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  (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 and Class SB Certificates from the Holders thereof;  provided,  that any
such option may only be exercised if the aggregate Stated  Principal  Balance of
the Mortgage  Loans as of the  Distribution  Date upon which the proceeds of any
such  purchase  are  distributed  is less than ten percent of the  Cut-off  Date
Principal Balance of the Mortgage Loans.

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



                                       C-5

<PAGE>



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


                                       C-6

<PAGE>



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


Dated: August 29, 2001                         THE CHASE MANHATTAN BANK, as
                                                    Trustee


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



                          CERTIFICATE OF AUTHENTICATION


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



                                               THE CHASE MANHATTAN BANK, as
                                                    Certificate Registrar


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




                                       C-7

<PAGE>



                                   ASSIGNMENT

     FOR  VALUE  RECEIVED,   the  undersigned  hereby  sell(s),   assign(s)  and
transfer(s) unto:

(Please  print  or  typewrite  name and  address  including  postal  zip code of
assignee) a Percentage  Interest  evidenced by the within Mortgage  Pass-Through
Certificate and hereby  authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.

        I  (We)  further  direct  the  Certificate  Registrar  to  issue  a  new
Certificate of a like  denomination  and Class,  to the above named assignee and
deliver such Certificate to the following address:



Dated:
      ________________________       ____________________________________
                                     Signature by or on behalf of assignor

                                     ________________________
                                     Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of  distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available  funds  to  ___________________________________  for  the  account  of
____________________________  account number  ____________________________ or if
mailed by check to________________________.

     Applicable statements should be mailed to ____________________________.

     This information is provided by _______________________, the assignee named
above, or______________________________, as its agent.



                                       C-8

<PAGE>



                                    EXHIBIT D

                           FORM OF CLASS R 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").

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(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


                                       D-1

<PAGE>



EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT  TO THE TAX  IMPOSED BY SECTION  511 OF THE CODE,  (C) ANY  ORGANIZATION
DESCRIBED IN SECTION  1381(a)(2)(C)  OF THE CODE, (ANY SUCH PERSON  DESCRIBED IN
THE  FOREGOING   CLAUSES  (A),  (B)  OR  (C)  BEING  HEREIN  REFERRED  TO  AS  A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE  SATISFIES  CERTAIN  ADDITIONAL  CONDITIONS  RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE  REGISTER OR ANY TRANSFER,  SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE  TO A  DISQUALIFIED  ORGANIZATION  OR  AN  AGENT  OF A  DISQUALIFIED
ORGANIZATION,  SUCH  REGISTRATION  SHALL BE  DEEMED  TO BE OF NO LEGAL  FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A  CERTIFICATEHOLDER
FOR ANY  PURPOSE  HEREUNDER,  INCLUDING,  BUT NOT  LIMITED  TO,  THE  RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE  SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.


                                       D-2

<PAGE>




Class [R-I] [R-II] [R-III]          Certificate No. 1
Date of Pooling and Servicing       Percentage Interest: 100%
Agreement and Cut-off Date:
August 1, 2001
First Distribution Date:            Initial Certificate Principal
September 25, 2001                  Balance of this Certificate:  $0.00
Master Servicer:                    CUSIP:____________
Residential Funding Corporation

                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-RZ3

        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 conventional one- to four-family fixed
        interest rate,  first lien mortgage  loans sold by RESIDENTIAL  MORTGAGE
        PRODUCTS, INC.

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

        This certifies  that  _________________  is the registered  owner of the
Percentage Interest evidenced by this Certificate in certain  distributions with
respect to the Trust Fund consisting primarily of a pool of conventional one- to
four-family  fixed  interest  rate,  first lien  mortgage  loans (the  "Mortgage
Loans"),  sold by Residential Asset Mortgage Products,  Inc. (hereinafter called
the  "Depositor,"  which term includes any successor  entity under the Agreement
referred  to  below).  The Trust  Fund was  created  pursuant  to a Pooling  and
Servicing  Agreement  dated as  specified  above  (the  "Agreement")  among  the
Depositor,  the Master  Servicer and The Chase  Manhattan  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


                                       D-3

<PAGE>



the month of such distribution  (the "Record Date"),  from the related Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal,  if any,
required  to  be  distributed  to  Holders  of  Class  R  Certificates  on  such
Distribution Date.

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

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

        No transfer of this Class [R-I] [R-II] [R-III]  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


                                       D-4

<PAGE>



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

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

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

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

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

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



                                       D-5

<PAGE>



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

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

        The  Depositor,  the  Master  Servicer,  the  Trustee,  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 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.


                                       D-6

<PAGE>



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

                                            THE CHASE MANHATTAN BANK,
                                   as Trustee


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

Dated: August 29, 2001


                          CERTIFICATE OF AUTHENTICATION

                                            THE CHASE MANHATTAN BANK,
                                            as Certificate Registrar


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

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




<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 August 1, 2001, by and among THE CHASE
MANHATTAN 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 August 1, 2001,
relating to the issuance of Residential Asset Mortgage Products,  Inc., Mortgage
Asset-Backed  Pass-Through  Certificates,  Series  2001-RZ3 (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.




                                       E-1

<PAGE>



        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 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. In the event that any Mortgage Note has been delivered to the
Custodian by the Company endorsed to blank, the Custodian, upon the direction of
the Company,  shall cause each such  Mortgage Note to be endorsed to the Trustee
prior  to the  date on which  the  Interim  Certification  is  delivered  to the
Trustee.  Within 45 days of the Closing  Date,  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.



                                       E-2

<PAGE>



               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 a representation or warranty made
by the Master Servicer or the Company as set forth in the Pooling Agreement with
respect to a Mortgage Loan relating to a Mortgage File, the Custodian shall give
prompt written notice to the Company, the Master Servicer and the Trustee.

               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.

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

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


                                       E-3

<PAGE>



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  or  resisting  any  claim.  Notwithstanding  the  foregoing,  it is
specifically  understood and agreed that in the event any such claim, liability,
loss,


                                       E-4

<PAGE>



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.

     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


                                       E-5

<PAGE>



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.

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


                                       E-6

<PAGE>



               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.


                                       E-7

<PAGE>



               IN WITNESS  WHEREOF,  this  Agreement  is executed as of the date
first above written.

Address:                                           THE CHASE MANHATTAN BANK,
                                                   as Trustee

450 West 33rd Street, 14th Floor
New York, New York 10001
                                                   By:
                                                      --------------------------
Attention:     Structured Finance,                 Name:  Mark McDermott
               Residential Asset Mortgage        Title: Assistant Vice President
               Products, Inc., Series 2001-RZ3


Address:                                           RESIDENTIAL ASSET MORTGAGE
                                                   PRODUCTS, INC.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

                                                   By:
                                                      --------------------------
                                                   Name:  Julie Steinhagen
                                                   Title: Vice President

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


Address:                                           WELLS FARGO BANK MINNESOTA,
                                                    NATIONAL ASSOCIATION
Mortgage Document Custody
One Meridian Crossings - 3rd  Floor
Richfield, Minnesota  55423
                                                   By:
                                                      --------------------------
                                                   Name:  Victoria O. Lange
                                                  Title: Corporate Trust Officer


                                       E-8

<PAGE>



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


               On the 29th day of August,  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 The Chase  Manhattan  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


[SEAL]



                                       E-9

<PAGE>



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


               On the 29th day of August,  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]




STATE OF MINNESOTA                  )
                                    ) ss:
COUNTY OF HENNEPIN                  )


               On the 29th day of August,  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]










                                      E-10

<PAGE>



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


               On the 29th day of August,  2001,  before me, a notary  public in
and for said State,  personally  appeared  Victoria O. Lange known to me to be a
Corporate 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


[SEAL]


                                      E-11

<PAGE>



                                   EXHIBIT ONE

                                FORM OF CUSTODIAN
                              INITIAL CERTIFICATION


                                                   August 29, 2001


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

               Attention:   Structured   Finance,   Residential  Asset  Mortgage
                    Products, Inc., Series 2001-RZ3

               Re:  Custodial  Agreement,  dated as of  August 1,  2001,  by and
                    among The Chase Manhattan 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-RZ3

Ladies and Gentlemen:

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

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

                                                   WELLS FARGO BANK MINNESOTA,
                                                   NATIONAL ASSOCIATION



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


                                       E-1

<PAGE>



                                   EXHIBIT TWO

                     FORM OF CUSTODIAN INTERIM CERTIFICATION



                          ________________ ____, 200__


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


     Attention:  Structured Finance,  Residential Asset Mortgage Products, Inc.,
     Series 2001-RZ3

               Re:  Custodial  Agreement,  dated as of  August 1,  2001,  by and
                    among The Chase Manhattan 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-RZ3

Ladies and Gentlemen:

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

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

                                                   WELLS FARGO BANK MINNESOTA,
                                                   NATIONAL ASSOCIATION



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


                                       E-2

<PAGE>



                                  EXHIBIT THREE

                      FORM OF CUSTODIAN FINAL CERTIFICATION



                                            ________________, 200__



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

     Attention:  Structured Finance,  Residential Asset Mortgage Products, Inc.,
     Series 2001-RZ3

               Re:  Custodial  Agreement,  dated as of  August 1,  2001,  by and
                    among The Chase Manhattan 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-RZ3

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:
                                                  ------------------------------



                                       E-3

<PAGE>



                                  EXHIBIT FOUR

                           FORM OF REQUEST FOR RELEASE

DATE:
TO:
RE:            REQUEST FOR RELEASE OF DOCUMENTS

In connection with the  administration of the pool of Mortgage Loans held by you
for the  referenced  pool,  we request  the  release of the  Mortgage  Loan File
described below.

Series  Supplement,  to the Standard  Terms of Pooling and Servicing  Agreement,
Dated:

Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one)   Mortgage Loan Prepaid in Full
                                            Mortgage Loan Repurchased

"We hereby  certify  that all amounts  received or to be received in  connection
with such  payments  which are required to be deposited  have been or will be so
deposited as provided in the Pooling and Servicing Agreement."


Residential Funding Corporation
Authorized Signature
****************************************************************
TO  CUSTODIAN/TRUSTEE:  Please acknowledge this request, and check off documents
being  enclosed  with a copy of this form.  You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.

Enclosed Documents:          [ ] Promissory Note
                             [ ] Primary Insurance Policy
                             [ ] Mortgage or Deed of Trust
                             [ ] Assignment(s) of Mortgage or Deed of Trust
                             [ ] Title Insurance Policy
                             [ ] Other:
                                         -------------------------------

Name

Title

Date


                                       E-4

<PAGE>




                                    EXHIBIT F

                             MORTGAGE LOAN SCHEDULE

                          TO BE PROVIDED UPON REQUEST.




  RUN ON     : 08/22/01           RFC DISCLOSURE SYSTEM       RFFSDFIX-01
  AT         : 12.22.42           FIXED PASSTHRU REPORT       AMORTIZED BALANCE
  SERIES     : RAMP 2001-RZ3                                  CUTOFF : 08/01/01
  POOL       : 0004533
             :
             :
  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
  --------------------------------------------------------------------------

      3722354                              .2500
      293,463.53                          .0500
            9.8750                         .0000
            9.6250                         .0000
            9.5750                         .0000
            9.5750                         .0000

      3735454                              .2500
       43,938.63                          .0500
           10.2500                         .0000
           10.0000                         .0000
            9.9500                         .0000
            9.9500                         .0000

      3956639                              .2500
       65,056.04                          .0500
           10.5000                         .0000
           10.2500                         .0000
           10.2000                         .0000
           10.2000                         .0000

      3971387                              .2500
      140,138.61                          .0500
           10.1250                         .0000
            9.8750                         .0000
            9.8250                         .0000
            9.8250                         .0000

      3998028                              .2500
       59,288.82                          .0500
           10.1250                         .0000
            9.8750                         .0000
            9.8250                         .0000
            9.8250                         .0000

      4009621                              .2500
      204,033.44                          .0500
            9.8750                         .0000
            9.6250                         .0000
            9.5750                         .0000
            9.5750                         .0000
1



      4141545                              .2500
      184,616.37                          .0500
           11.2500                         .0000
           11.0000                         .0000
           10.9500                         .0000
           10.9500                         .0000

      4143759                              .2500
      187,947.20                          .0500
            9.6250                         .0000
            9.3750                         .0000
            9.3250                         .0000
            9.3250                         .0000

      4147718                              .2500
      160,053.39                          .0500
            9.8750                         .0000
            9.6250                         .0000
            9.5750                         .0000
            9.5750                         .0000

      4203361                              .2500
      134,671.37                          .0500
            9.6250                         .0000
            9.3750                         .0000
            9.3250                         .0000
            9.3250                         .0000

      4210139                              .2500
      261,162.77                          .0500
            9.6250                         .0000
            9.3750                         .0000
            9.3250                         .0000
            9.3250                         .0000

      4223702                              .2500
       56,571.79                          .0500
           12.2500                         .0000
           12.0000                         .0000
           11.9500                         .0000
           11.9500                         .0000

      4228519                              .2500
       78,408.69                          .0500
            9.6250                         .0000
            9.3750                         .0000
            9.3250                         .0000
            9.3250                         .0000

      4229189                              .2500
      146,618.75                          .0500
            9.6250                         .0000
            9.3750                         .0000
            9.3250                         .0000
            9.3250                         .0000
1



      4233179                              .2500
      163,115.56                          .0500
            9.7500                         .0000
            9.5000                         .0000
            9.4500                         .0000
            9.4500                         .0000

      4251558                              .2500
       44,752.06                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000

      4257548                              .2500
      295,768.45                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000

      4264186                              .2500
      161,009.69                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      4267613                              .2500
       62,506.07                          .0500
           10.1250                         .0000
            9.8750                         .0000
            9.8250                         .0000
            9.8250                         .0000

      4308288                              .2500
      279,489.84                          .0500
           10.7500                         .0000
           10.5000                         .0000
           10.4500                         .0000
           10.4500                         .0000

      4338235                              .2500
       90,841.99                          .0500
           12.0630                         .0000
           11.8130                         .0000
           11.7630                         .0000
           11.7630                         .0000

      4340925                              .5000
      312,594.84                          .0500
            9.0000                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000
1



      4343343                              .2500
      183,593.42                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      4355763                              .2500
      331,673.52                          .0500
            9.8750                         .0000
            9.6250                         .0000
            9.5750                         .0000
            9.5750                         .0000

      4366486                              .2500
      153,594.61                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      4373865                              .2500
      111,555.57                          .0500
            9.6250                         .0000
            9.3750                         .0000
            9.3250                         .0000
            9.3250                         .0000

      4386888                              .2500
      121,333.02                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      4390962                              .5000
      313,590.27                          .0500
            8.8750                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      4391722                              .2500
      166,352.70                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      4402389                              .2500
      335,044.12                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000
1



      4402458                              .2500
      229,664.31                          .0500
           12.0000                         .0000
           11.7500                         .0000
           11.7000                         .0000
           11.7000                         .0000

      4404579                              .2500
      136,745.12                          .0500
            8.1250                         .0000
            7.8750                         .0000
            7.8250                         .0000
            7.8250                         .0000

      4414899                              .2500
      299,462.44                          .0500
           10.0000                         .0000
            9.7500                         .0000
            9.7000                         .0000
            9.7000                         .0000

      4430701                              .2500
      205,428.86                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      4437892                              .2500
      276,340.63                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      4452627                              .2500
       66,449.89                          .0500
           11.2500                         .0000
           11.0000                         .0000
           10.9500                         .0000
           10.9500                         .0000

      4468743                              .2500
      135,763.55                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      4483530                              .2500
      123,298.59                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000
1



      4484526                              .2500
      113,001.76                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      4491262                              .2500
       89,856.72                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      4494328                              .2500
      299,250.42                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000

      4497573                              .2500
       96,770.31                          .0500
           10.0000                         .0000
            9.7500                         .0000
            9.7000                         .0000
            9.7000                         .0000

      4499573                              .2500
      146,093.57                          .0500
            9.7500                         .0000
            9.5000                         .0000
            9.4500                         .0000
            9.4500                         .0000

      4510586                              .2500
      202,884.49                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      4511373                              .2500
      109,375.66                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000

      4520977                              .2500
       81,814.07                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000
1



      4521717                              .2500
      169,652.58                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      4522219                              .2500
      142,213.56                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      4522420                              .2500
      138,047.14                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      4523255                              .2500
      112,171.75                          .0500
            9.7500                         .0000
            9.5000                         .0000
            9.4500                         .0000
            9.4500                         .0000

      4523999                              .2500
      117,549.10                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      4524031                              .2500
      194,291.89                          .0500
            9.8750                         .0000
            9.6250                         .0000
            9.5750                         .0000
            9.5750                         .0000

      4524039                              .2500
      165,441.27                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      4524830                              .2500
      303,335.16                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000
1



      4524844                              .2500
      108,900.29                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      4528362                              .2500
       70,470.09                          .0500
            9.8750                         .0000
            9.6250                         .0000
            9.5750                         .0000
            9.5750                         .0000

      4528755                              .2500
      141,278.21                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      4529063                              .2500
       97,400.52                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      4529718                              .2500
      115,515.26                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      4530027                              .2500
      128,181.35                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      4530197                              .2500
      200,336.40                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000

      4532151                              .2500
      114,159.95                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000
1



      4535803                              .2500
       86,757.88                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      4541743                              .2500
      259,413.41                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      4543656                              .2500
       81,171.37                          .0500
            9.7500                         .0000
            9.5000                         .0000
            9.4500                         .0000
            9.4500                         .0000

      4550059                              .2500
       62,739.22                          .0500
           11.5000                         .0000
           11.2500                         .0000
           11.2000                         .0000
           11.2000                         .0000

      4550265                              .2500
      282,757.53                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      4556452                              .2500
       88,444.76                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      4558636                              .2500
      197,293.79                          .0500
            9.7500                         .0000
            9.5000                         .0000
            9.4500                         .0000
            9.4500                         .0000

      4559247                              .2500
       82,370.70                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000
1



      4559388                              .2500
      146,351.60                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      4560879                              .2500
       61,686.29                          .0500
            9.8750                         .0000
            9.6250                         .0000
            9.5750                         .0000
            9.5750                         .0000

      4561737                              .2500
      131,679.75                          .0500
            9.8750                         .0000
            9.6250                         .0000
            9.5750                         .0000
            9.5750                         .0000

      4563351                              .2500
      191,058.56                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      4564330                              .2500
       57,883.97                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000

      4565663                              .2500
      115,743.69                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      4566542                              .2500
      140,941.20                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      4566593                              .2500
      281,841.85                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000
1



      4570216                              .2500
      146,245.28                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      4571547                              .2500
       99,185.65                          .0500
            9.8750                         .0000
            9.6250                         .0000
            9.5750                         .0000
            9.5750                         .0000

      4577028                              .2500
      137,334.42                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      4578087                              .2500
       63,526.55                          .0500
            9.6250                         .0000
            9.3750                         .0000
            9.3250                         .0000
            9.3250                         .0000

      4578139                              .2500
      188,718.90                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000

      4579742                              .2500
      255,232.00                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      4582884                              .2500
      209,625.37                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      4586028                              .2500
      194,420.03                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000
1



      4593928                              .2500
       78,166.57                          .0500
            9.6250                         .0000
            9.3750                         .0000
            9.3250                         .0000
            9.3250                         .0000

      4594111                              .2500
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      5141586                              .2500
       89,000.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000
1



      5141613                              .2500
       69,000.00                          .0500
            8.1250                         .0000
            7.8750                         .0000
            7.8250                         .0000
            7.8250                         .0000

      5143940                              .2500
      224,977.00                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      5147243                              .2500
      163,710.00                          .0500
           10.5000                         .0000
           10.2500                         .0000
           10.2000                         .0000
           10.2000                         .0000

      5149482                              .2500
      137,300.00                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      5149945                              .2500
       80,750.00                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      5149946                              .5000
      126,200.00                          .0500
            9.7500                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000

      5149965                              .5000
      269,036.91                          .0500
            8.5000                         .0000
            8.0000                         .0000
            7.9500                         .0000
            7.9500                         .0000

      5149966                              .5000
       95,300.00                          .0500
            9.5000                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000
1



      5150018                              .5000
      195,000.00                          .0500
           12.5000                         .0000
           12.0000                         .0000
           11.9500                         .0000
           11.9500                         .0000

      5150019                              .2500
      209,200.00                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      5150027                              .2500
      119,450.00                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      5150031                              .2500
       74,950.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5150039                              .2500
      154,500.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5151303                              .2500
      112,600.00                          .0500
           12.5000                         .0000
           12.2500                         .0000
           12.2000                         .0000
           12.2000                         .0000

      5153210                              .2500
      128,338.48                          .0500
            9.6250                         .0000
            9.3750                         .0000
            9.3250                         .0000
            9.3250                         .0000

      5157871                              .2500
      278,500.00                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000
1



      5158274                              .2500
       32,200.00                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      5159155                              .2500
      101,422.65                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      5159167                              .2500
      196,000.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5163738                              .2500
       83,430.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5163780                              .2500
      288,900.00                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      5164051                              .2500
       91,094.79                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      5166290                              .2500
       82,500.00                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      5166301                              .2500
      321,000.00                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000
1



      5166322                              .2500
       84,530.00                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      5166342                              .5000
       99,900.00                          .0500
            8.5000                         .0000
            8.0000                         .0000
            7.9500                         .0000
            7.9500                         .0000

      5166365                              .5000
      100,000.00                          .0500
            8.7500                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      5166500                              .2500
       92,700.00                          .0500
            9.8750                         .0000
            9.6250                         .0000
            9.5750                         .0000
            9.5750                         .0000

      5166530                              .2500
      319,300.00                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000

      5166606                              .2500
      231,750.00                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000

      5166924                              .2500
      240,400.00                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000

      5166934                              .2500
      350,000.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000
1



      5170572                              .2500
       63,860.00                          .0500
           10.5000                         .0000
           10.2500                         .0000
           10.2000                         .0000
           10.2000                         .0000

      5171061                              .2500
      150,000.00                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      5172846                              .2500
       94,928.00                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000

      5173113                              .2500
      289,000.00                          .0500
            8.9900                         .0000
            8.7400                         .0000
            8.6900                         .0000
            8.6900                         .0000

      5176177                              .5000
       59,200.00                          .0500
           11.6250                         .0000
           11.1250                         .0000
           11.0750                         .0000
           11.0750                         .0000

      5176188                              .2500
      170,000.00                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      5176214                              .2500
      186,100.00                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000

      5176218                              .2500
      121,000.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000
1



      5176223                              .2500
       86,000.00                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      5176234                              .2500
      120,900.00                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000

      5176253                              .2500
      105,100.00                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      5176256                              .2500
      264,300.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5176270                              .2500
      118,650.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5185009                              .5000
       66,933.00                          .0500
            9.2500                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      5185516                              .2500
       90,950.00                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000

      5188109                              .2500
      206,000.00                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000
1



      5194314                              .5000
      339,190.00                          .0500
            8.5000                         .0000
            8.0000                         .0000
            7.9500                         .0000
            7.9500                         .0000

      5195400                              .2500
      129,450.00                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      5202448                              .2500
      315,000.00                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      5202618                              .2500
       72,100.00                          .0500
            9.7500                         .0000
            9.5000                         .0000
            9.4500                         .0000
            9.4500                         .0000

      5203754                              .2500
      172,413.35                          .0500
            9.4000                         .0000
            9.1500                         .0000
            9.1000                         .0000
            9.1000                         .0000

      5206077                              .2500
      174,000.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5209125                              .2500
       97,450.00                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      5214279                              .2500
       81,755.32                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000
1



      5220567                              .2500
      145,520.00                          .0500
            8.9900                         .0000
            8.7400                         .0000
            8.6900                         .0000
            8.6900                         .0000

      5225449                              .2500
      183,000.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5228777                              .2500
      155,100.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5238576                              .2500
      334,750.00                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      5258230                              .2500
      156,000.00                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

  TOTAL NUMBER OF LOANS:     1459
  TOTAL BALANCE........:        215,001,205.90


  RUN ON     : 08/22/01            RFC DISCLOSURE SYSTEM      RFFSDFIX-01
  AT         : 12.22.42            INITIAL SECURITY FEES      AMORTIZED BALANCE
  SERIES     : RAMP 2001-RZ3        FIXED SUMMARY REPORT      CUTOFF : 08/01/01
  POOL       : 0004533
             :
             :
  POOL STATUS: F

                                   WEIGHTED AVERAGES      FROM         TO
  ----------------------------------------------------------------------------
  CURR NOTE RATE                        9.4146            7.9900     13.0000
  RFC NET RATE                          9.1299            7.6250     12.7500
  NET MTG RATE(INVSTR RATE)             9.0799            7.5750     12.7000
  POST STRIP RATE                       9.0799            7.5750     12.7000
  SUB SERV FEE                           .2847             .2500       .5000
  MSTR SERV FEE                          .0500             .0500        .0500
  ALL EXP                                .0000             .0000       .0000
  MISC EXP                               .0000             .0000       .0000
  SPREAD                                 .0000             .0000       .0000
  STRIP                                  .0000             .0000       .0000







  TOTAL NUMBER OF LOANS:  1459
  TOTAL BALANCE........:     215,001,205.90


                             ***************************
                             *      END OF REPORT      *
                             ***************************
  RUN ON     : 08/22/01           RFC DISCLOSURE SYSTEM       RFFSD177-01
  AT         : 12.22.42          FIXED RATE LOAN LISTING      AMORTIZED BALANCE
  SERIES     : RAMP 2001-RZ3                                  CUTOFF : 08/01/01
  POOL       : 0004533
             :
             :
  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 #
  ______________________________________________________________________________


    3722354          664/G01             F          295,000.00         ZZ
                                         360        293,463.53          1
                                       9.875          2,561.63        100
                                       9.625          2,561.63
    LOS ANGELES      CA   90018          1            08/23/00         23
    0432808277                           05           10/01/00          0
    0003612637                           O            09/01/30
    0


    3735454          526/G01             F           44,131.00         ZZ
                                         360         43,938.63          1
                                      10.250            395.46        106
                                      10.000            395.46
    LOUISVILLE       KY   40218          5            09/25/00         23
    0432905958                           01           11/01/00          0
    0420545                              O            10/01/30
    0


    3956639          526/G01             F           65,270.00         ZZ
                                         360         65,056.04          1
                                      10.500            597.05        107
                                      10.250            597.05
    MCKEESPORT       PA   15133          1            11/29/00         23
    0432906014                           05           01/01/01          0
    0424679                              O            12/01/30
    0


    3971387          526/G01             F          142,000.00         ZZ
                                         360        140,138.61          1
                                      10.125          1,259.29        100
                                       9.875          1,259.29
    PORTLAND         OR   97233          1            12/08/00         23
    0432588325                           03           02/01/01          0
1


    0426046                              O            01/01/31
    0


    3998028          526/G01             F           59,500.00         ZZ
                                         360         59,288.82          1
                                      10.125            527.66        100
                                       9.875            527.66
    COLVILLE         WA   99114          1            11/29/00         23
    0432545671                           05           01/01/01          0
    0430794                              O            12/01/30
    0


    4009621          526/G01             F          205,000.00         ZZ
                                         360        204,033.44          1
                                       9.875          1,780.11        100
                                       9.625          1,780.11
    YACOLT           WA   98675          1            09/08/00         23
    0432566230                           05           11/01/00          0
    0420390                              O            10/01/30
    0


    4141545          E84/G01             F          185,000.00         ZZ
                                         360        184,616.37          1
                                      11.250          1,796.83        103
                                      11.000          1,796.83
    BERKELEY         CA   94709          1            01/12/01         23
    0432819597                           01           03/01/01          0
    54000640                             O            02/01/31
    0


    4143759          526/G01             F          188,500.00         ZZ
                                         360        187,947.20          1
                                       9.625          1,602.23        104
                                       9.375          1,602.23
    WOBURN           MA   01801          1            01/29/01         23
    0432905883                           01           03/01/01          0
    436308                               O            02/01/31
    0


    4147718          526/G01             F          160,500.00         ZZ
                                         360        160,053.39          1
                                       9.875          1,393.70        107
                                       9.625          1,393.70
    TEMPE            AZ   85282          1            01/02/01         23
    0432818292                           05           03/01/01          0
    0435419                              O            02/01/31
    0


1


    4203361          526/G01             F          135,000.00         ZZ
                                         360        134,671.37          1
                                       9.625          1,147.49        100
                                       9.375          1,147.49
    NAPLES           FL   34116          1            02/12/01         23
    0432817989                           05           04/01/01          0
    0439962                              O            03/01/31
    0


    4210139          526/G01             F          261,800.00         ZZ
                                         360        261,162.77          1
                                       9.625          2,225.27        100
                                       9.375          2,225.27
    LA MESA          CA   91942          1            02/06/01         23
    0432818110                           05           04/01/01          0
    439100                               O            03/01/31
    0


    4223702          526/G01             F           56,650.00         ZZ
                                         360         56,571.79          1
                                      12.250            593.63        103
                                      12.000            593.63
    MANSFIELD        OH   44906          1            02/20/01         23
    0432818011                           05           04/01/01          0
    0436749                              O            03/01/31
    0


    4228519          526/G01             F           78,600.00         ZZ
                                         360         78,408.69          1
                                       9.625            668.09        100
                                       9.375            668.09
    FORT WORTH       TX   76118          1            02/16/01         23
    0432818078                           05           04/01/01          0
    0439559                              O            03/01/31
    0


    4229189          526/G01             F          147,050.00         ZZ
                                         360        146,618.75          1
                                       9.625          1,249.91        106
                                       9.375          1,249.91
    ROY              UT   84067          1            01/30/01         23
    0432818094                           05           03/01/01          0
    0436703                              O            02/01/31
    0


    4233179          526/G01             F          164,000.00         ZZ
                                         360        163,115.56          1
                                       9.750          1,409.01        106
                                       9.500          1,409.01
1


    EVESHAM TOWNSHI  NJ   08053          1            11/29/00         23
    0432905990                           05           01/01/01          0
    0429344                              O            12/01/30
    0


    4251558          U28/G01             F           44,940.00         ZZ
                                         360         44,752.06          1
                                       9.500            377.88        107
                                       9.250            377.88
    TWIN CITY        GA   30471          1            02/16/01         23
    0432672681                           05           04/01/01          0
    4251329                              O            03/01/31
    0


    4257548          664/G01             F          296,900.00         ZZ
                                         360        295,768.45          1
                                       9.125          2,415.68        100
                                       8.875          2,415.68
    ELLICOTT CITY    MD   21043          1            12/20/00         23
    0432816585                           03           02/01/01          0
    0003715984                           O            01/01/31
    0


    4264186          U05/G01             F          161,100.00         ZZ
                                         360        161,009.69          1
                                       8.875          1,281.78        103
                                       8.625          1,281.78
    DOVER            DE   19904          1            07/02/01         23
    0432992550                           05           08/01/01          0
    3138707                              O            07/01/31
    0


    4267613          E22/G01             F           62,700.00         ZZ
                                         360         62,506.07          1
                                      10.125            556.04        100
                                       9.875            556.04
    CLEVELAND        OH   44135          1            12/15/00         23
    0412283921                           05           02/01/01          0
    0412283921                           O            01/01/31
    0


    4308288          642/G01             F          280,137.00         ZZ
                                         360        279,489.84          1
                                      10.750          2,615.03         97
                                      10.500          2,615.03
    FOLSOM           CA   95630          1            01/29/01         23
    0432652311                           05           03/01/01          0
    12140200                             O            02/01/31
    0
1




    4338235          A11/G01             F           91,000.00         ZZ
                                         360         90,841.99          1
                                      12.063            940.46        100
                                      11.813            940.46
    DETROIT          MI   48222          1            02/22/01         23
    0432725216                           05           03/22/01          0
    7230423534                           O            02/22/31
    0


    4340925          E22/G01             F          313,650.00         ZZ
                                         360        312,594.84          2
                                       9.000          2,523.70        107
                                       8.500          2,523.70
    OAKLAND          CA   94609          1            02/09/01         23
    0412385841                           05           04/01/01          0
    0412385841                           O            03/01/31
    0


    4343343          808/G01             F          184,000.00         ZZ
                                         360        183,593.42          1
                                       9.000          1,480.51        100
                                       8.750          1,480.51
    LAKE FOREST      CA   92630          1            03/08/01         23
    0432886927                           01           05/01/01          0
    VICTORIO                             O            04/01/31
    0


    4355763          W53/G01             F          333,800.00         ZZ
                                         360        331,673.52          1
                                       9.875          2,898.55        107
                                       9.625          2,898.55
    BROOKFIELD       CT   06804          1            03/02/01         23
    0432851129                           05           05/01/01          0
    5200299300                           O            04/01/31
    0


    4366486          664/G01             F          154,000.00         ZZ
                                         360        153,594.61          1
                                       9.250          1,266.92        100
                                       9.000          1,266.92
    OAK FOREST       IL   60452          1            02/26/01         23
    0432813871                           05           04/01/01          0
    0003817186                           O            03/01/31
    0


    4373865          964/G01             F          112,100.00         ZZ
                                         360        111,555.57          1
1


                                       9.625            952.84         95
                                       9.375            952.84
    CORVALLIS        OR   97333          1            02/28/01         23
    0432808459                           05           04/01/01          0
    109305                               N            03/01/31
    0


    4386888          B28/G01             F          122,570.00         ZZ
                                         360        121,333.02          1
                                       9.000            986.23        103
                                       8.750            986.23
    NEW LENOX        IL   60451          1            04/25/01         23
    0432824969                           05           06/01/01          0
    0102050021                           O            05/01/31
    0


    4390962          E22/G01             F          314,580.00         ZZ
                                         360        313,590.27          1
                                       8.875          2,502.94        107
                                       8.375          2,502.94
    CARMICHAEL       CA   95608          1            02/22/01         23
    0412408478                           05           04/01/01          0
    0412408478                           O            03/01/31
    0


    4391722          R17/G01             F          166,650.00         ZZ
                                         360        166,352.70          1
                                       8.625          1,296.19        101
                                       8.375          1,296.19
    HATBORO          PA   19040          1            04/06/01         23
    0432834497                           05           06/01/01          0
    1000033423                           O            05/01/31
    0


    4402389          E22/G01             F          336,000.00         ZZ
                                         360        335,044.12          1
                                       8.875          2,673.37        104
                                       8.625          2,673.37
    BYRON            CA   94514          1            02/27/01         23
    0412420655                           05           04/01/01          0
    0412420655                           O            03/01/31
    0


    4402458          T24/G01             F          230,000.00         ZZ
                                         360        229,664.31          1
                                      12.000          2,365.81         94
                                      11.750          2,365.81
    OAKLEY           CA   94561          1            02/01/01         23
    0432917870                           05           04/01/01          0
1


    09776898                             O            03/01/31
    0


    4404579          U62/G01             F          137,200.00         ZZ
                                         360        136,745.12          1
                                       8.125          1,018.71        106
                                       7.875          1,018.71
    BEDFORD HEIGHTS  OH   44146          5            02/23/01         23
    0432812154                           05           04/01/01          0
    2001233774                           O            03/01/31
    0


    4414899          147/G01             F          300,000.00         ZZ
                                         360        299,462.44          2
                                      10.000          2,632.72        100
                                       9.750          2,632.72
    CHICAGO          IL   60630          1            03/30/01         23
    0432728293                           05           05/01/01          0
    10415914                             O            04/01/31
    0


    4430701          286/G01             F          206,000.00         ZZ
                                         360        205,428.86          1
                                       9.000          1,657.53        103
                                       8.750          1,657.53
    FAIRFAX          VA   22033          1            02/16/01         23
    0432917920                           09           04/01/01          0
    263423                               O            03/01/31
    0


    4437892          286/G01             F          277,070.00         ZZ
                                         360        276,340.63          1
                                       9.250          2,279.39        100
                                       9.000          2,279.39
    MONTGOMERY       TX   77356          1            02/28/01         23
    0432819712                           03           04/01/01          0
    0000228298                           O            03/01/31
    0


    4452627          G13/G01             F           66,495.00         ZZ
                                         360         66,449.89          1
                                      11.250            645.84        100
                                      11.000            645.84
    CLAYTON          NC   27520          1            06/04/01         23
    0432900967                           05           07/01/01          0
    13931                                O            06/01/31
    0


1


    4468743          B28/G01             F          136,000.00         ZZ
                                         360        135,763.55          1
                                       8.750          1,069.92        100
                                       8.500          1,069.92
    WESTMINSTER      CO   80031          1            04/18/01         23
    0432787133                           01           06/01/01          0
    0103130029                           O            05/01/31
    0


    4483530          T24/G01             F          123,624.00         ZZ
                                         360        123,298.59          1
                                       9.250          1,017.02        105
                                       9.000          1,017.02
    CHESAPEAKE       VA   23320          1            02/23/01         23
    0432917854                           05           04/01/01          0
    09791682                             O            03/01/31
    0


    4484526          T24/G01             F          113,300.00         ZZ
                                         360        113,001.76          1
                                       9.250            932.09        103
                                       9.000            932.09
    LINCOLN          NE   68505          1            02/27/01         23
    0432819860                           05           04/01/01          0
    09808466                             O            03/01/31
    0


    4491262          964/G01             F           90,125.00         ZZ
                                         360         89,856.72          1
                                       8.875            717.08        103
                                       8.625            717.08
    HENDERSON        NV   89015          1            03/29/01         23
    0432827988                           05           05/01/01          0
    108704                               O            04/01/31
    0


    4494328          T24/G01             F          300,000.00         ZZ
                                         360        299,250.42          1
                                       9.500          2,522.56         99
                                       9.250          2,522.56
    ANTIOCH          CA   94509          1            02/22/01         23
    0432819845                           05           04/01/01          0
    09801980                             O            03/01/31
    0


    4497573          W78/G01             F           96,900.00         ZZ
                                         360         96,770.31          1
                                      10.000            850.37        100
                                       9.750            850.37
1


    ATLANTA          GA   30331          1            04/09/01         23
    0432864189                           05           06/01/01          0
    50000478                             O            05/01/31
    0


    4499573          R54/G01             F          146,300.00         ZZ
                                         360        146,093.57          1
                                       9.750          1,256.94         95
                                       9.500          1,256.94
    LAWRENCEVILLE    GA   30045          1            04/25/01         23
    0432825115                           05           06/01/01          0
    2000001665                           N            05/01/31
    0


    4510586          T24/G01             F          203,300.00         ZZ
                                         360        202,884.49          1
                                       9.375          1,690.95        107
                                       9.125          1,690.95
    FAIRFIELD        CA   94533          1            03/01/01         23
    0432819829                           05           05/01/01          0
    09801731                             O            04/01/31
    0


    4511373          964/G01             F          110,000.00         ZZ
                                         360        109,375.66          1
                                       9.125            895.00        107
                                       8.875            895.00
    PHOENIX          AZ   85037          5            04/02/01         23
    0432861359                           05           06/01/01          0
    115642                               O            05/01/31
    0


    4520977          U45/G01             F           82,000.00         ZZ
                                         360         81,814.07          1
                                       8.875            652.43        100
                                       8.625            652.43
    MASSILLON        OH   44646          1            03/29/01         23
    0432899078                           05           05/01/01          0
    6148380263                           O            04/01/31
    0


    4521717          964/G01             F          170,000.00         ZZ
                                         360        169,652.58          1
                                       9.375          1,413.97        100
                                       9.125          1,413.97
    HENDERSON        NV   89012          1            03/28/01         23
    0432822609                           03           05/01/01          0
    115330                               O            04/01/31
    0
1




    4522219          964/G01             F          142,950.00         ZZ
                                         360        142,213.56          1
                                       9.000          1,150.21        100
                                       8.750          1,150.21
    BOISE            ID   83704          1            04/17/01         23
    0432855856                           05           06/01/01          0
    116730                               O            05/01/31
    0


    4522420          E45/G01             F          138,986.00         ZZ
                                         360        138,047.14          1
                                       8.500          1,068.68        100
                                       8.250          1,068.68
    LONGWOOD         FL   32779          5            03/27/01         23
    0432708675                           05           05/01/01          0
    123529                               O            04/01/31
    0


    4523255          G13/G01             F          112,350.00         ZZ
                                         360        112,171.75          1
                                       9.750            965.26        107
                                       9.500            965.26
    KNOXVILLE        TN   37923          5            03/30/01         23
    0432735876                           05           06/01/01          0
    0076658                              O            05/01/31
    0


    4523999          E22/G01             F          118,000.00         ZZ
                                         360        117,549.10          1
                                       9.250            970.76        100
                                       9.000            970.76
    EVERETT          WA   98208          1            03/15/01         23
    0412430019                           01           05/01/01          0
    0412430019                           O            04/01/31
    0


    4524031          E22/G01             F          194,650.00         ZZ
                                         360        194,291.89          1
                                       9.875          1,690.24        103
                                       9.625          1,690.24
    MODESTO          CA   95356          1            03/20/01         23
    0412478893                           05           05/01/01          0
    0412478893                           O            04/01/31
    0


    4524039          E22/G01             F          165,850.00         ZZ
                                         360        165,441.27          1
1


                                       8.875          1,319.58        107
                                       8.625          1,319.58
    HANNA CITY       IL   61536          1            03/27/01         23
    0412485906                           05           05/01/01          0
    0412485906                           O            04/01/31
    0


    4524830          G75/G01             F          303,850.00         ZZ
                                         360        303,335.16          1
                                       8.875          2,417.57        107
                                       8.625          2,417.57
    MECHANICSVILLE   VA   23116          5            04/23/01         23
    0432799633                           05           06/01/01          0
    04306393                             O            05/01/31
    0


    4524844          G75/G01             F          109,100.00         ZZ
                                         360        108,900.29          1
                                       8.500            838.89        107
                                       8.250            838.89
    PETERSBURG       VA   23803          2            04/11/01         23
    0432830768                           05           06/01/01          0
    04316356                             O            05/01/31
    0


    4528362          286/G01             F           70,600.00         ZZ
                                         360         70,470.09          1
                                       9.875            613.06        107
                                       9.625            613.06
    ALTON            IL   62002          5            03/01/01         23
    0432819811                           05           05/01/01          0
    000237151                            O            04/01/31
    0


    4528755          700/G01             F          141,500.00         ZZ
                                         360        141,278.21          1
                                       9.250          1,164.09        100
                                       9.000          1,164.09
    ALHAMBRA         CA   91803          1            04/04/01         23
    0432841567                           01           06/01/01          0
    257600                               O            05/01/31
    0


    4529063          286/G01             F           97,600.00         ZZ
                                         360         97,400.52          2
                                       9.375            811.79         83
                                       9.125            811.79
    WEST ALLIS       WI   53214          1            03/05/01         23
    0432876043                           05           05/01/01          0
1


    0000259354                           O            04/01/31
    0


    4529718          T24/G01             F          115,900.00         ZZ
                                         360        115,515.26          1
                                       9.000            932.56         95
                                       8.750            932.56
    VALPARAISO       IN   46383          1            02/22/01         23
    0432819852                           05           04/01/01          0
    09810210                             N            03/01/31
    0


    4530027          664/G01             F          128,400.00         ZZ
                                         360        128,181.35          1
                                       8.875          1,021.61        107
                                       8.625          1,021.61
    MORENO VALLEY    CA   92551          5            04/05/01         23
    0432970002                           05           06/01/01          0
    0003870250                           O            05/01/31
    0


    4530197          U62/G01             F          200,850.00         ZZ
                                         360        200,336.40          1
                                       9.500          1,688.86        103
                                       9.250          1,688.86
    SNELLVILLE       GA   30078          5            04/20/01         23
    0432800514                           05           06/01/01          0
    2001241204                           O            05/01/31
    0


    4532151          480/G01             F          114,330.00         ZZ
                                         360        114,159.95          1
                                       9.500            961.35        103
                                       9.250            961.35
    LAND O'LAKES     FL   34639          1            04/26/01         23
    0433009693                           03           06/01/01          0
    3661295                              O            05/01/31
    0


    4535803          700/G01             F           86,950.00         ZZ
                                         360         86,757.88          1
                                       9.000            699.62        100
                                       8.750            699.62
    KATY             TX   77494          1            04/03/01         23
    0432791127                           03           05/01/01          0
    00257256                             O            04/01/31
    0


1


    4541743          U59/G01             F          260,003.00         ZZ
                                         360        259,413.41          1
                                       8.875          2,068.71        100
                                       8.625          2,068.71
    SACRAMENTO       CA   95834          1            04/03/01         23
    0432739431                           05           05/05/01          0
    800750361                            O            04/05/31
    0


    4543656          R54/G01             F           81,325.00         ZZ
                                         360         81,171.37          1
                                       9.750            698.71        106
                                       9.500            698.71
    BATON ROUGE      LA   70805          2            03/30/01         23
    0432970390                           05           05/01/01          0
    2000001588                           O            04/01/31
    0


    4550059          F34/G01             F           62,800.00         ZZ
                                         360         62,739.22          1
                                      11.500            621.90        103
                                      11.250            621.90
    VANCEBORO        NC   28586          5            04/20/01         23
    0432781045                           05           06/01/01          0
    30103072                             O            05/01/31
    0


    4550265          E84/G01             F          283,250.00         ZZ
                                         360        282,757.53          1
                                       8.750          2,228.33        103
                                       8.500          2,228.33
    MUNDELIEN        IL   60060          1            04/09/01         23
    0432784858                           05           06/01/01          0
    11104457                             O            05/01/31
    0


    4556452          F34/G01             F           88,580.00         ZZ
                                         360         88,444.76          1
                                       9.375            736.76        103
                                       9.125            736.76
    TRENTON          SC   29847          5            04/30/01         23
    0432846376                           05           06/01/01          0
    30103071                             O            05/01/31
    0


    4558636          964/G01             F          197,900.00         ZZ
                                         360        197,293.79          1
                                       9.750          1,700.27        105
                                       9.500          1,700.27
1


    LAS VEGAS        NV   89122          1            04/06/01         23
    0432900090                           03           06/01/01          0
    117590                               O            05/01/31
    0


    4559247          E87/G01             F           82,500.00         ZZ
                                         360         82,370.70          1
                                       9.250            678.71        106
                                       9.000            678.71
    NEW PARIS        OH   45347          9            04/16/01         23
    0432784502                           05           06/01/01          0
    01020433                             O            05/01/31
    0


    4559388          U96/G01             F          146,600.00         ZZ
                                         360        146,351.60          1
                                       8.875          1,166.42        105
                                       8.625          1,166.42
    HAWI             HI   96719          1            04/11/01         23
    0432777076                           01           06/01/01          0
    10200063                             O            05/01/31
    0


    4560879          286/G01             F           61,800.00         ZZ
                                         360         61,686.29          1
                                       9.875            536.64        103
                                       9.625            536.64
    KANSAS CITY      MO   64128          1            03/16/01         23
    0432917995                           05           05/01/01          0
    0000272293                           O            04/01/31
    0


    4561737          P30/G01             F          131,800.00         ZZ
                                         360        131,679.75          1
                                       9.875          1,144.48        102
                                       9.625          1,144.48
    CHARLOTTE        NC   28226          1            05/07/01         23
    0432829687                           05           07/01/01          0
    0456194                              O            06/01/31
    0


    4563351          964/G01             F          191,400.00         ZZ
                                         360        191,058.56          1
                                       8.625          1,488.69        107
                                       8.375          1,488.69
    RENO             NV   89511          5            04/06/01         23
    0432817500                           03           06/01/01          0
    118190                               O            05/01/31
    0
1




    4564330          T24/G01             F           58,000.00         ZZ
                                         360         57,883.97          1
                                       9.500            487.70        100
                                       9.250            487.70
    HOUSTON          TX   77078          1            03/05/01         23
    0432686681                           05           05/01/01          0
    09807445                             O            04/01/31
    0


    4565663          T24/G01             F          116,000.00         ZZ
                                         360        115,743.69          1
                                       9.000            933.36        106
                                       8.750            933.36
    BEAUMONT         CA   92223          2            03/08/01         23
    0432819837                           05           05/01/01          0
    09814390                             O            04/01/31
    0


    4566542          964/G01             F          141,100.00         ZZ
                                         360        140,941.20          1
                                       8.875          1,122.66        103
                                       8.625          1,122.66
    DIAMOND SPRINGS  CA   95619          1            04/30/01         23
    0432871275                           05           07/01/01          0
    118258                               O            06/01/31
    0


    4566593          T24/G01             F          282,450.00         ZZ
                                         360        281,841.85          1
                                       9.125          2,298.11        107
                                       8.875          2,298.11
    SNOQUALMIE       WA   98065          1            03/14/01         23
    0432820439                           03           05/01/01          0
    09806428                             O            04/01/31
    0


    4570216          664/G01             F          146,500.00         ZZ
                                         360        146,245.28          1
                                       8.750          1,152.52        102
                                       8.500          1,152.52
    SALEM            MA   01970          1            04/13/01         23
    0432823458                           01           06/01/01          0
    0008037731                           O            05/01/31
    0


    4571547          G76/G01             F           99,500.00         ZZ
                                         360         99,185.65          1
1


                                       9.875            864.01        107
                                       9.625            864.01
    SALEM            OH   44460          2            03/26/01         23
    0432822567                           05           05/01/01          0
    132983                               O            04/01/31
    0


    4577028          642/G01             F          137,550.00         ZZ
                                         360        137,334.42          1
                                       9.250          1,131.59        107
                                       9.000          1,131.59
    RICHMOND         VA   23236          2            04/24/01         23
    0432786325                           05           06/01/01          0
    04120101                             O            05/01/31
    0


    4578087          Q64/G01             F           63,650.00         ZZ
                                         360         63,526.55          1
                                       9.625            541.02         95
                                       9.375            541.02
    WARNER ROBINS    GA   31093          1            03/23/01         23
    0432802460                           05           05/01/01          0
    0101746105                           N            04/01/31
    0


    4578139          F34/G01             F          189,000.00         ZZ
                                         360        188,718.90          1
                                       9.500          1,589.21        100
                                       9.250          1,589.21
    STONE MOUNTIAN   GA   30087          1            04/24/01         23
    0432812212                           05           06/01/01          0
    30103059                             O            05/01/31
    0


    4579742          964/G01             F          255,700.00         ZZ
                                         360        255,232.00          1
                                       8.500          1,966.11        107
                                       8.250          1,966.11
    FAIRFIELD        CA   94533          1            04/06/01         23
    0432855740                           05           06/01/01          0
    113130                               O            05/01/31
    0


    4582884          700/G01             F          210,000.00         ZZ
                                         360        209,625.37          1
                                       8.625          1,633.36        103
                                       8.375          1,633.36
    SANTA CARITA AR  CA   91351          1            04/10/01         23
    0432850493                           01           06/01/01          0
1


    00258011                             O            05/01/31
    0


    4586028          700/G01             F          194,750.00         ZZ
                                         360        194,420.03          1
                                       8.875          1,549.52         95
                                       8.625          1,549.52
    WEST COVINA      CA   91790          1            04/17/01         01
    0432871978                           05           06/01/01         30
    00258089                             O            05/01/31
    0


    4593928          147/G01             F           78,280.00         ZZ
                                         360         78,166.57          1
                                       9.625            665.38        103
                                       9.375            665.38
    MONONGAHELA      PA   15063          1            04/27/01         23
    0432804698                           05           06/01/01          0
    1                                    O            05/01/31
    0


    4594111          147/G01             F           81,370.00         ZZ
                                         360         81,292.07          1
                                      11.625            813.57        103
                                      11.375            813.57
    LANCASTER        CA   93535          1            04/17/01         23
    0432804946                           05           06/01/01          0
    1                                    O            05/01/31
    0


    4595391          E45/G01             F          110,700.00         T
                                         360        103,208.95          1
                                       9.750            951.08         90
                                       9.500            951.08
    BLUE RIDGE       GA   30513          1            04/01/01         23
    0432793826                           05           06/01/01          0
    123651                               O            05/01/31
    0


    4595651          642/G01             F           93,638.00         ZZ
                                         360         93,540.53          1
                                       9.250            770.34        107
                                       9.000            770.34
    CEDAR HILL       TX   75104          1            05/09/01         23
    0432856904                           05           07/01/01          0
    04105201                             O            06/01/31
    0


1


    4596831          G75/G01             F          165,800.00         ZZ
                                         360        165,622.85          1
                                       9.125          1,349.01        103
                                       8.875          1,349.01
    WOODHAVEN        MI   48183          5            05/09/01         23
    0432871325                           05           07/01/01          0
    04318588                             O            06/01/31
    0


    4597505          286/G01             F          115,000.00         ZZ
                                         360        114,758.75          1
                                       9.250            946.08        100
                                       9.000            946.08
    PALATINE         IL   60067          1            03/23/01         23
    0432820454                           01           05/01/01          0
    0000228647                           O            04/01/31
    0


    4597986          U96/G01             F          139,100.00         ZZ
                                         360        138,858.16          1
                                       8.750          1,094.30        107
                                       8.500          1,094.30
    KAPAAU           HI   96755          1            04/23/01         23
    0432853356                           05           06/01/01          0
    10400022                             O            05/01/31
    0


    4598811          R54/G01             F          223,000.00         T
                                         360        222,685.36          1
                                       9.750          1,915.91        104
                                       9.500          1,915.91
    MEMPHIS          TN   38104          1            04/12/01         23
    0432800902                           05           06/01/01          0
    2000001612                           O            05/01/31
    0


    4599847          E22/G01             F          239,850.00         ZZ
                                         360        239,493.26          1
                                       9.500          2,016.79        100
                                       9.000          2,016.79
    TRABUCO CANYON   CA   92679          1            04/02/01         23
    0412424152                           01           06/01/01          0
    0412424152                           O            05/01/31
    0


    4600252          T08/G01             F          100,580.00         ZZ
                                         360        100,463.83          1
                                       8.750            791.27        107
                                       8.500            791.27
1


    GREEN BAY        WI   54303          2            05/24/01         23
    0432910446                           05           07/01/01          0
    W01128                               O            06/01/31
    0


    4601979          642/G01             F           80,900.00         ZZ
                                         360         80,815.80          1
                                       9.250            665.54        107
                                       9.000            665.54
    CORTLAND         OH   44410          1            05/14/01         23
    0432827632                           01           07/01/01          0
    04146001                             O            06/01/31
    0


    4605043          R17/G01             F          148,000.00         ZZ
                                         360        147,525.52          1
                                       9.375          1,230.99        103
                                       9.125          1,230.99
    ESCONDIDO        CA   92025          1            02/22/01         23
    0432853364                           05           04/01/01          0
    1000032048                           O            03/01/31
    0


    4606126          964/G01             F          178,215.00         ZZ
                                         360        177,994.85          1
                                      10.375          1,613.57        100
                                      10.125          1,613.57
    HENDERSON        NV   89012          1            04/11/01         23
    0432884401                           05           06/01/01          0
    117661                               O            05/01/31
    0


    4607662          E22/G01             F          110,250.00         ZZ
                                         360        109,874.88          1
                                       9.250            907.00        105
                                       9.000            907.00
    ARLINGTON        WA   98223          1            04/04/01         23
    0412430282                           05           06/01/01          0
    0412430282                           O            05/01/31
    0


    4610505          455/G01             F          233,750.00         ZZ
                                         360        233,373.96          1
                                       9.125          1,901.87        100
                                       8.875          1,901.87
    ALPHARETTA       GA   30004          1            04/23/01         23
    0432850188                           03           06/01/01          0
    09001228                             O            05/01/31
    0
1




    4610869          U59/G01             F           90,640.00         ZZ
                                         360         90,468.50          1
                                       9.750            778.74        103
                                       9.500            778.74
    CHICAGO          IL   60619          5            04/13/01         23
    0432814598                           05           05/18/01          0
    800795525                            O            04/18/31
    0


    4613054          E84/G01             F          270,000.00         ZZ
                                         360        269,598.41          1
                                       9.500          2,270.31        100
                                       9.250          2,270.31
    NAPA             CA   94559          1            04/16/01         23
    0432873578                           05           06/01/01          0
    23002200                             O            05/01/31
    0


    4614587          E87/G01             F          163,500.00         ZZ
                                         360        163,334.22          1
                                       9.375          1,359.91        107
                                       9.125          1,359.91
    NORTH ST PAUL    MN   55109          5            05/16/01         23
    0432827202                           05           07/01/01          0
    01040271                             O            06/01/31
    0


    4615547          E22/G01             F           47,000.00         ZZ
                                         360         46,725.90          1
                                       9.375            390.92        107
                                       9.125            390.92
    RIPLEY           MS   38663          1            04/10/01         23
    0412541849                           05           06/01/01          0
    0412541849                           O            05/01/31
    0


    4616012          W53/G01             F          108,150.00         ZZ
                                         360        108,048.14          1
                                      11.625          1,081.33        103
                                      11.375          1,081.33
    MAPLE HEIGHTS    OH   44137          1            04/25/01         23
    0432846145                           05           06/01/01          0
    5200421900                           O            05/01/31
    0


    4616333          U28/G01             F           49,400.00         ZZ
                                         360         49,288.63          1
1


                                       9.500            415.38         95
                                       9.250            415.38
    JONESBORO        GA   30238          1            04/18/01         23
    0432808889                           09           06/01/01          0
    0138012                              N            05/01/31
    0


    4616948          U28/G01             F          143,350.00         ZZ
                                         360        143,136.80          1
                                       9.500          1,205.36        107
                                       9.250          1,205.36
    MONTEVALLO       AL   35115          1            04/16/01         23
    0432896215                           03           06/01/01          0
    1                                    O            05/01/31
    0


    4617030          K15/G01             F          138,300.00         ZZ
                                         360        138,077.54          1
                                       9.125          1,125.25         99
                                       8.875          1,125.25
    CHARDON          OH   44024          5            04/16/01         23
    0432786127                           05           06/01/01          0
    028605303370                         O            05/01/31
    0


    4617886          U05/G01             F          144,000.00         ZZ
                                         360        143,785.82          1
                                       9.500          1,210.83        100
                                       9.250          1,210.83
    OCEANSIDE        CA   92057          1            04/19/01         23
    0432856847                           01           06/01/01          0
    3122985                              O            05/01/31
    0


    4618413          E45/G01             F           77,000.00         ZZ
                                         360         76,919.85          1
                                       9.250            633.46        107
                                       9.000            633.46
    ZEPHYRHILLS      FL   33541          1            05/09/01         23
    0432816866                           05           07/01/01          0
    124542                               O            06/01/31
    0


    4621278          E22/G01             F          200,000.00         ZZ
                                         360        199,717.79          1
                                       9.750          1,718.31        104
                                       9.500          1,718.31
    EAGAN            MN   55123          9            04/06/01         23
    0412486037                           05           06/01/01          0
1


    0412486037                           O            05/01/31
    0


    4621317          E22/G01             F          145,100.00         ZZ
                                         360        144,847.73          2
                                       8.750          1,141.50        104
                                       8.500          1,141.50
    BELLE CHASSE     LA   70037          2            04/06/01         23
    0412529927                           05           06/01/01          0
    0412529927                           O            05/01/31
    0


    4625394          N67/G01             F          370,800.00         ZZ
                                         360        369,978.46          1
                                       9.500          3,117.89        103
                                       9.250          3,117.89
    CAVE CREEK       AZ   85331          1            04/03/01         23
    0432864148                           03           06/01/01          0
    1780005823                           O            05/01/31
    0


    4625456          964/G01             F          288,290.00         ZZ
                                         360        287,624.60          1
                                      10.000          2,529.95        103
                                       9.750          2,529.95
    LAS VEGAS        NV   89129          1            04/25/01         23
    0432868297                           03           06/01/01          0
    118576                               O            05/01/31
    0


    4626647          B57/G01             F          123,085.00         ZZ
                                         360        122,892.09          1
                                       9.250          1,012.59        103
                                       9.000          1,012.59
    SUN CITY         AZ   85351          1            04/27/01         23
    0432850402                           01           06/01/01          0
    210234                               O            05/01/31
    0


    4627247          964/G01             F          101,900.00         ZZ
                                         360        101,618.43          1
                                       9.625            866.14        103
                                       9.375            866.14
    BANNING          CA   92220          1            04/30/01         23
    0432851020                           05           06/01/01          0
    119205                               O            05/01/31
    0


1


    4630769          455/G01             F           93,890.00         ZZ
                                         360         93,764.83          1
                                      11.375            920.85        100
                                      11.125            920.85
    PALMETTO         GA   30268          1            03/29/01         23
    0432794147                           05           05/01/01          0
    09001158                             O            04/01/31
    0


    4631298          808/G01             F          225,570.00         ZZ
                                         360        225,225.59          1
                                       9.375          1,876.18        103
                                       9.125          1,876.18
    SCOTTSDALE       AZ   85254          1            04/17/01         23
    0432831030                           03           06/01/01          0
    HUTCHISON                            O            05/01/31
    0


    4637497          737/G01             F           47,380.00         ZZ
                                         360         47,321.47          1
                                      10.375            428.98        103
                                      10.125            428.98
    HOLLYWOOD        FL   33020          1            04/27/01         23
    0432784270                           01           06/01/01          0
    0001768076                           O            05/01/31
    0


    4637974          964/G01             F          159,600.00         ZZ
                                         360        159,349.86          1
                                       9.250          1,312.99         95
                                       9.000          1,312.99
    BEND             OR   97702          1            04/19/01         23
    0432855526                           05           06/01/01          0
    120844                               O            05/01/31
    0


    4640409          A11/G01             F          128,750.00         ZZ
                                         360        128,528.30          1
                                      10.188          1,147.81        103
                                       9.938          1,147.81
    DETROIT          MI   48224          1            04/27/01         23
    0432853307                           05           05/27/01          0
    7211462216                           O            04/27/31
    0


    4640604          G52/G01             F          184,061.00         ZZ
                                         360        183,845.53          1
                                      10.625          1,700.90        103
                                      10.375          1,700.90
1


    SAVAGE           MN   55378          5            04/17/01         23
    0432883700                           05           06/01/01          0
    9605000001                           O            05/01/31
    0


    4641128          M43/G01             F          124,450.00         ZZ
                                         360        124,264.88          1
                                       9.500          1,046.45         95
                                       9.250          1,046.45
    BURKE            VA   22015          1            04/19/01         23
    0432813806                           01           06/01/01          0
    741461442                            N            05/01/31
    0


    4642177          950/G01             F          255,140.00         ZZ
                                         360        254,570.54          1
                                       8.500          1,961.81        107
                                       8.250          1,961.81
    KIRKLAND         WA   98033          1            04/24/01         23
    0432824647                           01           06/01/01          0
    E1104034                             O            05/01/31
    0


    4643490          286/G01             F          101,000.00         ZZ
                                         360        100,793.56          1
                                       9.375            840.07        100
                                       9.125            840.07
    WARWICK          RI   02886          1            03/30/01         23
    0432726966                           05           05/01/01          0
    0009360533                           O            04/01/31
    0


    4646019          E87/G01             F           71,369.00         ZZ
                                         360         71,254.19          1
                                       9.125            580.68        107
                                       8.875            580.68
    BRIDGEVILLE      PA   15017          1            05/01/01         23
    0432806610                           09           06/01/01          0
    01040163                             O            05/01/31
    0


    4646395          808/G01             F           85,405.00         ZZ
                                         360         85,320.63          2
                                       9.500            718.14         95
                                       9.250            718.14
    PRESCOTT VALLEY  AZ   86314          1            05/18/01         23
    0432887065                           05           07/01/01          0
    9502823                              N            06/01/31
    0
1




    4647098          E22/G01             F          123,500.00         ZZ
                                         360        123,214.28          1
                                       9.750          1,061.06        100
                                       9.500          1,061.06
    COVINGTON        KY   41017          1            04/16/01         23
    0412557308                           05           06/01/01          0
    0412557308                           O            05/01/31
    0


    4648354          F34/G01             F           52,800.00         ZZ
                                         360         52,719.39          1
                                       9.375            439.16        107
                                       9.125            439.16
    LEWISTOWN        PA   17044          1            04/30/01         23
    0432828028                           05           06/01/01          0
    30104033                             O            05/01/31
    0


    4648371          964/G01             F          128,750.00         ZZ
                                         360        128,548.22          1
                                       9.250          1,059.19        103
                                       9.000          1,059.19
    AURORA           CO   80010          1            04/27/01         23
    0432848406                           05           06/01/01          0
    120249                               O            05/01/31
    0


    4650449          U05/G01             F           71,300.00         ZZ
                                         360         71,217.66          1
                                       8.750            560.92        107
                                       8.500            560.92
    BEAVER FALLS     PA   15010          1            05/15/01         23
    0432808152                           05           07/01/01          0
    3125774                              O            06/01/31
    0


    4651511          F64/G01             F           94,760.00         ZZ
                                         360         94,632.68          1
                                       9.990            830.89        103
                                       9.740            830.89
    SPRINGDALE       AR   72764          5            05/11/01         23
    0432984730                           05           06/16/01          0
    LTJA4155424                          O            05/16/31
    0


    4651537          U59/G01             F          154,500.00         ZZ
                                         360        154,270.21          1
1


                                       9.500          1,299.12        106
                                       9.250          1,299.12
    OLATHE           KS   66062          5            04/25/01         23
    0432780997                           05           06/01/01          0
    800797427                            O            05/01/31
    0


    4651932          700/G01             F          236,400.00         ZZ
                                         360        236,133.96          1
                                       8.875          1,880.90        103
                                       8.625          1,880.90
    LOS ANGELES      CA   91605          1            05/18/01         23
    0432863397                           05           07/01/01          0
    316691                               O            06/01/31
    0


    4654812          B57/G01             F          265,000.00         ZZ
                                         360        264,584.67          1
                                       9.250          2,180.09        100
                                       9.000          2,180.09
    LOS ANGELES      CA   90039          1            04/24/01         23
    0432789139                           05           06/01/01          0
    2113169                              O            05/01/31
    0


    4655704          147/G01             F          196,880.00         ZZ
                                         360        196,546.41          1
                                       8.875          1,566.47        107
                                       8.625          1,566.47
    SYLMAR           CA   91342          5            04/20/01         23
    0432799898                           05           06/01/01          0
    10416421                             O            05/01/31
    0


    4656488          W63/G01             F           42,800.00         ZZ
                                         360         42,749.08          1
                                      10.550            393.11        102
                                      10.300            393.11
    CAHOKIA          IL   62206          1            04/03/01         23
    0432794923                           05           06/01/01          0
    1158881301658                        O            05/01/31
    0


    4656512          R54/G01             F           37,000.00         T
                                         360         36,965.33          1
                                       9.750            317.89        100
                                       9.500            317.89
    MILLINGTON       TN   38053          1            05/18/01         23
    0432893733                           05           07/01/01          0
1


    2000001754                           O            06/01/31
    0


    4657550          003/G01             F          202,500.00         ZZ
                                         360        201,894.04          1
                                       8.625          1,575.03        100
                                       8.375          1,575.03
    DECATUR          GA   30030          1            04/20/01         23
    0432785228                           05           06/01/01          0
    021450986                            O            05/01/31
    0


    4658594          253/G01             F          227,900.00         ZZ
                                         360        227,533.39          1
                                       9.125          1,854.27         99
                                       8.875          1,854.27
    DENVER           CO   80201          1            04/24/01         23
    0432835528                           01           06/01/01          0
    968386                               O            05/01/31
    0


    4658879          U59/G01             F          258,000.00         ZZ
                                         360        257,616.25          1
                                       9.500          2,169.41        100
                                       9.250          2,169.41
    ELLICOTT CITY    MD   21043          1            04/30/01         23
    0432797306                           09           06/01/01          0
    800827637                            O            05/01/31
    0


    4659204          180/G01             F          133,000.00         ZZ
                                         360        132,780.56          1
                                       8.875          1,058.21        104
                                       8.625          1,058.21
    MEDFORD          OR   97504          1            05/18/01         23
    0432896645                           05           07/01/01          0
    0017982828                           O            06/01/31
    0


    4661770          808/G01             F          221,208.00         ZZ
                                         360        220,781.90          1
                                       8.250          1,661.87        104
                                       8.000          1,661.87
    RANCHO CUCAMONG  CA   91730          1            04/26/01         23
    0432897015                           05           06/01/01          0
    9319018                              O            05/01/31
    0


1


    4662829          G75/G01             F           96,300.00         ZZ
                                         360         96,182.89          1
                                       8.500            740.47        107
                                       8.250            740.47
    DOVER            NJ   08753          1            05/15/01         23
    0432821163                           01           07/01/01          0
    04340624                             O            06/01/31
    0


    4663630          E87/G01             F          217,300.00         ZZ
                                         360        216,976.78          1
                                       9.500          1,827.18        100
                                       9.250          1,827.18
    DESOTO           TX   75115          1            04/27/01         23
    0432782340                           05           06/01/01          0
    01040454                             O            05/01/31
    0


    4664541          685/G01             F          108,600.00         ZZ
                                         360        108,486.95          1
                                       9.250            893.43         99
                                       9.000            893.43
    LOS ANGELES (VA  CA   91402          1            05/01/01         23
    0432815546                           01           07/01/01          0
    125541                               O            06/01/31
    0


    4665319          R74/G01             F          346,680.00         ZZ
                                         360        346,069.43          1
                                       8.790          2,737.25        107
                                       8.540          2,737.25
    WAYNE            NJ   07470          5            04/17/01         23
    0432785699                           05           06/01/01          0
    1010016481                           O            05/01/31
    0


    4667148          S20/G01             F          100,000.00         ZZ
                                         360         99,817.23          1
                                       9.990            876.84        100
                                       9.740            876.84
    WINSTON SALEM    NC   27051          1            04/25/01         23
    0432814077                           05           05/25/01          0
    0111282                              O            04/25/31
    0


    4667225          T08/G01             F           81,000.00         ZZ
                                         360         80,879.53          1
                                       9.500            681.09        100
                                       9.250            681.09
1


    PALM BAY         FL   32905          1            04/13/01         23
    0432816775                           05           06/01/01          0
    21040074                             O            05/01/31
    0


    4668950          964/G01             F          120,500.00         ZZ
                                         360        120,295.85          1
                                       8.875            958.75        105
                                       8.625            958.75
    BEAVERTON        OR   97007          1            04/26/01         23
    0432859049                           05           06/01/01          0
    121182                               O            05/01/31
    0


    4669648          T24/G01             F          217,000.00         ZZ
                                         360        216,578.77          1
                                       9.625          1,844.48        100
                                       9.375          1,844.48
    VISTA            CA   92083          1            03/20/01         23
    0432816759                           05           05/01/01          0
    09825257                             O            04/01/31
    0


    4669715          T24/G01             F          152,000.00         ZZ
                                         360        151,689.35          1
                                       9.375          1,264.26         95
                                       9.125          1,264.26
    ALBANY           OR   97321          1            03/30/01         23
    0432820405                           05           05/01/01          0
    09809016                             N            04/01/31
    0


    4669724          808/G01             F          181,900.00         ZZ
                                         360        178,596.46          1
                                       8.750          1,431.01        107
                                       8.500          1,431.01
    TURLOCK          CA   95380          1            05/01/01         23
    0432823557                           05           07/01/01          0
    9420079                              O            06/01/31
    0


    4670829          147/G01             F          184,967.00         ZZ
                                         360        184,637.01          1
                                       8.625          1,438.66        103
                                       8.375          1,438.66
    SURPRISE         AZ   85374          1            04/24/01         23
    0432782795                           05           06/01/01          0
    10420434                             O            05/01/31
    0
1




    4671444          U42/G01             F          121,255.00         ZZ
                                         360        121,049.55          1
                                       8.875            964.76        103
                                       8.625            964.76
    MC KINNEY        TX   75070          1            04/27/01         23
    0432832244                           03           06/01/01          0
    11010009                             O            05/01/31
    0


    4671591          Q64/G01             F           99,000.00         ZZ
                                         360         98,852.74          1
                                       9.500            832.45        100
                                       9.250            832.45
    WELLINGTON       FL   33414          1            04/26/01         23
    0432818946                           09           06/01/01          0
    0101819407                           O            05/01/31
    0


    4673794          U05/G01             F          125,000.00         ZZ
                                         360        124,876.54          1
                                       9.500          1,051.07        100
                                       9.250          1,051.07
    OCEANSIDE        CA   92057          1            05/08/01         23
    0432870798                           01           07/01/01          0
    3122988                              O            06/01/31
    0


    4674067          147/G01             F           57,680.00         ZZ
                                         360         57,616.44          1
                                      10.990            548.87        103
                                      10.740            548.87
    GIRARD           OH   44420          1            04/26/01         23
    0432804599                           05           06/01/01          0
    10418955                             O            05/01/31
    0


    4675680          A11/G01             F          224,700.00         ZZ
                                         360        224,367.95          1
                                       9.531          1,894.49        107
                                       9.281          1,894.49
    ANAHEIM          CA   92804          1            04/30/01         23
    0432900470                           05           06/01/01          0
    4612498359                           O            05/01/31
    0


    4677979          964/G01             F          160,000.00         ZZ
                                         360        159,646.44          1
1


                                       9.000          1,287.40        100
                                       8.750          1,287.40
    LAS VEGAS        NV   89123          1            04/24/01         23
    0432917987                           03           06/01/01          0
    120993                               O            05/01/31
    0


    4680419          K15/G01             F           72,400.00         ZZ
                                         360         72,250.83          1
                                      10.375            655.51         97
                                      10.125            655.51
    EUNICE           LA   70535          5            04/25/01         23
    0432806743                           05           06/01/01          0
    000205303184                         O            05/01/31
    0


    4681158          664/G01             F          141,000.00         T
                                         360        140,726.53          1
                                       9.625          1,198.49        100
                                       9.375          1,198.49
    HEBRON           KY   41048          1            03/26/01         11
    0432985729                           03           05/01/01         35
    0003913027                           O            04/01/31
    0


    4681700          147/G01             F          250,000.00         ZZ
                                         360        248,721.03          1
                                       9.750          2,147.89        105
                                       9.500          2,147.89
    HOWELL           NJ   07731          5            04/24/01         23
    0432804896                           05           06/01/01          0
    1                                    O            05/01/31
    0


    4683217          R74/G01             F           36,050.00         ZZ
                                         360         36,031.44          1
                                      12.500            384.75        103
                                      12.250            384.75
    CORBIN           KY   40701          1            05/14/01         23
    0432873669                           05           07/01/01          0
    3030017810                           O            06/01/31
    0


    4683909          Q01/G01             F          152,857.00         ZZ
                                         360        152,706.04          1
                                       9.500          1,285.30        100
                                       9.250          1,285.30
    OCEANSIDE        CA   92057          1            05/14/01         23
    0432836385                           09           07/01/01          0
1


    65379401                             O            06/01/31
    0


    4684380          U28/G01             F          122,950.00         ZZ
                                         360        122,804.30          1
                                       8.625            956.29        100
                                       8.375            956.29
    WOODSTOCK        GA   30189          1            05/15/01         23
    0432899904                           05           07/01/01          0
    1                                    O            06/01/31
    0


    4684916          K15/G01             F           50,100.00         ZZ
                                         360         50,039.77          1
                                      10.500            458.28         99
                                      10.250            458.28
    SHREVEPORT       LA   71108          5            04/25/01         23
    0432814796                           05           06/01/01          0
    008405303071                         O            05/01/31
    0


    4686158          964/G01             F          279,000.00         ZZ
                                         360        278,562.74          1
                                       9.250          2,295.26        100
                                       9.000          2,295.26
    PHOENIX          AZ   85050          1            04/30/01         23
    0432897023                           05           06/01/01          0
    120610                               O            05/01/31
    0


    4686634          003/G01             F          172,000.00         ZZ
                                         360        171,730.40          1
                                       9.250          1,415.01        100
                                       9.000          1,415.01
    MCDONOUGH        GA   30253          1            04/27/01         23
    0432818227                           05           06/01/01          0
    1                                    O            05/01/31
    0


    4686811          U05/G01             F          137,000.00         ZZ
                                         360        136,857.39          1
                                       9.250          1,127.07        100
                                       9.000          1,127.07
    SPRING VALLEY    CA   91978          1            05/01/01         23
    0432817658                           01           07/01/01          0
    3116314                              O            06/01/31
    0


1


    4687544          642/G01             F          168,920.00         ZZ
                                         360        168,693.96          2
                                      10.000          1,482.39        103
                                       9.750          1,482.39
    ORLANDO          FL   32803          1            04/20/01         23
    0432745057                           05           06/01/01          0
    03166301                             O            05/01/31
    0


    4687879          E45/G01             F           66,800.00         ZZ
                                         360         66,692.54          1
                                       9.125            543.51        107
                                       8.875            543.51
    ALTHA            FL   32421          1            04/30/01         23
    0432836690                           05           06/01/01          0
    127707                               O            05/01/31
    0


    4689976          950/G01             F          169,000.00         ZZ
                                         360        168,682.68          1
                                       8.375          1,284.52        107
                                       8.125          1,284.52
    HANSVILLE        WA   98340          1            04/26/01         23
    0432833655                           05           06/01/01          0
    E1104036                             O            05/01/31
    0


    4690969          642/G01             F           51,700.00         ZZ
                                         360         51,648.94          1
                                       9.500            434.72        100
                                       9.250            434.72
    OCALA            FL   34473          1            05/17/01         23
    0432850741                           05           07/01/01          0
    04197101                             O            06/01/31
    0


    4691250          964/G01             F          166,500.00         ZZ
                                         360        166,128.70          1
                                       8.750          1,309.86        107
                                       8.500          1,309.86
    HENDERSON        NV   89015          1            04/26/01         23
    0432858959                           05           06/01/01          0
    117743                               O            05/01/31
    0


    4691445          E45/G01             F           41,310.00         ZZ
                                         360         41,228.40          1
                                       9.500            347.36         90
                                       9.250            347.36
1


    ORLANDO          FL   32822          1            04/30/01         23
    0432930600                           01           06/01/01          0
    132172                               O            05/01/31
    0


    4692861          U35/G01             F           97,700.00         ZZ
                                         360         97,637.31          1
                                      11.875            995.56        103
                                      11.625            995.56
    LOS ANGELES      CA   90044          1            05/17/01         23
    0432840577                           05           07/01/01          0
    1                                    O            06/01/31
    0


    4693074          069/G01             F          149,000.00         ZZ
                                         360        148,852.82          1
                                       9.500          1,252.88        100
                                       9.250          1,252.88
    SAN JUAN CAPIST  CA   92675          1            05/12/01         23
    0432917979                           01           07/01/01          0
    35188185012                          O            06/01/31
    0


    4693249          B57/G01             F          187,000.00         ZZ
                                         360        186,794.95          1
                                       9.000          1,504.64        100
                                       8.750          1,504.64
    LOS ANGELES(SHE  CA   91403          1            05/01/01         23
    0432831667                           01           07/01/01          0
    2113183                              O            06/01/31
    0


    4695096          U28/G01             F           82,925.00         ZZ
                                         360         82,788.11          1
                                       9.000            667.23        107
                                       8.750            667.23
    METTER           GA   30439          1            04/27/01         23
    0432855765                           05           06/01/01          0
    DORMINEYJO                           O            05/01/31
    0


    4696541          286/G01             F          197,000.00         ZZ
                                         360        196,743.26          1
                                      10.125          1,747.05         99
                                       9.875          1,747.05
    TOLEDO           OH   43614          2            04/11/01         23
    0432899151                           05           06/01/01          0
    0000324375                           O            05/01/31
    0
1




    4696551          T17/G01             F          120,500.00         ZZ
                                         360        120,334.40          1
                                       9.875          1,046.36        100
                                       9.625          1,046.36
    FUQUAY VARINA    NC   27526          1            05/04/01         23
    0432871614                           05           06/02/01          0
    0010001030679                        O            05/02/31
    0


    4696580          R49/G01             F          236,900.00         ZZ
                                         360        236,538.30          1
                                       9.375          1,970.41        103
                                       9.125          1,970.41
    MARTINEZ         CA   94553          1            04/18/01         23
    0432906311                           05           06/01/01          0
    9708615                              O            05/01/31
    0


    4697798          B28/G01             F          180,500.00         ZZ
                                         360        180,224.40          1
                                       9.375          1,501.31         95
                                       9.125          1,501.31
    ENGLEWOOD        CO   80110          1            04/30/01         23
    0432826907                           05           06/01/01          0
    0104160016                           N            05/01/31
    0


    4699029          964/G01             F          181,500.00         ZZ
                                         360        181,311.08          1
                                       9.250          1,493.16        107
                                       9.000          1,493.16
    DENVER           CO   80223          1            05/18/01         23
    0432869469                           05           07/01/01          0
    124069                               O            06/01/31
    0


    4699457          685/G01             F          244,900.00         ZZ
                                         360        244,463.10          1
                                       8.625          1,904.81        100
                                       8.375          1,904.81
    ANAHEIM          CA   92804          1            04/30/01         23
    0432780971                           05           06/01/01          0
    125488                               O            05/01/31
    0


    4701472          808/G01             F          175,150.00         ZZ
                                         360        174,952.87          1
1


                                       8.875          1,393.58        105
                                       8.625          1,393.58
    NORWALK          CA   90650          1            05/03/01         23
    0432824886                           05           07/01/01          0
    9319158                              O            06/01/31
    0


    4701487          808/G01             F          287,500.00         ZZ
                                         360        287,347.00          1
                                       9.125          2,339.20        100
                                       8.875          2,339.20
    LONG BEACH       CA   90807          1            06/01/01         23
    0432944940                           05           08/01/01          0
    9319190                              O            07/01/31
    0


    4702114          180/G01             F          122,300.00         ZZ
                                         360        122,126.59          1
                                       8.625            951.24        105
                                       8.375            951.24
    LINCOLN PRK      MI   48146          2            05/21/01         23
    0432911725                           05           07/01/01          0
    0027036144                           O            06/01/31
    0


    4702718          Q01/G01             F           71,928.00         ZZ
                                         360         71,844.93          1
                                       8.750            565.86        100
                                       8.500            565.86
    WILLINGBORO      NJ   08046          1            05/09/01         23
    0432819506                           07           07/01/01          0
    39788                                O            06/01/31
    0


    4703498          U62/G01             F          169,250.00         ZZ
                                         360        168,923.98          1
                                       8.250          1,271.52        100
                                       8.000          1,271.52
    LUNA PIER        MI   48157          5            04/25/01         23
    0433012234                           05           06/01/01          0
    2001245439                           O            05/01/31
    0


    4705122          N67/G01             F          137,250.00         ZZ
                                         360        137,045.87          1
                                       9.500          1,154.07        100
                                       9.250          1,154.07
    NORTH LAS VEGAS  NV   89030          1            04/12/01         23
    0432780351                           03           06/01/01          0
1


    1380001810                           O            05/01/31
    0


    4705423          642/G01             F          117,500.00         ZZ
                                         360        117,380.86          1
                                       9.375            977.31        103
                                       9.125            977.31
    AURORA           CO   80012          1            05/21/01         23
    0432869055                           09           07/01/01          0
    04208701                             O            06/01/31
    0


    4705736          180/G01             F          192,600.00         ZZ
                                         360        192,298.15          1
                                       9.250          1,584.47        107
                                       9.000          1,584.47
    SEATTLE          WA   98118          1            04/26/01         23
    0432902591                           05           06/01/01          0
    0017978453                           O            05/01/31
    0


    4705887          003/G01             F          229,900.00         ZZ
                                         360        229,268.62          1
                                       9.500          1,933.13        100
                                       9.250          1,933.13
    WOODSTOCK        GA   30188          1            04/05/01         23
    0432888915                           03           06/01/01          0
    0021434295                           O            05/01/31
    0


    4706045          808/G01             F          105,000.00         ZZ
                                         360        104,916.17          1
                                      10.500            960.48        100
                                      10.250            960.48
    ADELANTO         CA   92301          1            05/04/01         23
    0432886737                           05           07/01/01          0
    9319140                              O            06/01/31
    0


    4707533          964/G01             F          319,300.00         ZZ
                                         360        318,728.11          1
                                       8.375          2,426.91        103
                                       8.125          2,426.91
    CYPRESS          CA   90630          1            05/04/01         23
    0432992279                           05           07/01/01          0
    116957                               O            06/01/31
    0


1


    4708073          E22/G01             F          185,100.00         ZZ
                                         360        184,794.39          1
                                       9.000          1,489.36        107
                                       8.500          1,489.36
    FRESNO           CA   93720          5            04/13/01         23
    0412468233                           05           06/01/01          0
    0412468233                           O            05/01/31
    0


    4708077          E22/G01             F          347,750.00         ZZ
                                         360        347,175.86          1
                                       9.000          2,798.08        107
                                       8.500          2,798.08
    PITTSBURG        CA   94565          1            04/14/01         23
    0412486169                           09           06/01/01          0
    0412486169                           O            05/01/31
    0


    4708083          E22/G01             F          193,135.00         ZZ
                                         360        192,824.31          1
                                       9.125          1,571.41        107
                                       8.875          1,571.41
    AURORA           CO   80012          1            04/26/01         23
    0412507733                           05           06/01/01          0
    0412507733                           O            05/01/31
    0


    4708485          F34/G01             F           66,000.00         ZZ
                                         360         65,863.81          1
                                      12.000            678.88        100
                                      11.750            678.88
    RICHMOND         VA   23231          5            12/20/00         23
    0432818490                           05           02/01/01          0
    32010327                             O            01/01/31
    0


    4712087          180/G01             F          162,700.00         ZZ
                                         360        162,628.02          1
                                      10.000          1,427.81        102
                                       9.750          1,427.81
    JACKSON          MI   49201          1            06/01/01         23
    0432967362                           05           08/01/01          0
    0017806225                           O            07/01/31
    0


    4712626          940/G01             F          170,000.00         ZZ
                                         360        169,798.55          1
                                       8.625          1,322.24        100
                                       8.375          1,322.24
1


    UPLAND           CA   91786          1            05/03/01         23
    0432815827                           05           07/01/01          0
    0111282                              O            06/01/31
    0


    4715549          E22/G01             F           57,500.00         ZZ
                                         360         57,414.48          2
                                       9.500            483.49        100
                                       9.250            483.49
    SAGINAW          MI   48602          1            04/27/01         23
    0412526998                           05           06/01/01          0
    0412526998                           O            05/01/31
    0


    4715606          E22/G01             F          114,000.00         ZZ
                                         360        113,821.33          1
                                       9.250            937.85        107
                                       9.000            937.85
    AURORA           CO   80012          1            04/26/01         23
    0412584914                           01           06/01/01          0
    0412584914                           O            05/01/31
    0


    4715618          E22/G01             F          156,650.00         ZZ
                                         360        156,417.01          1
                                       9.500          1,317.20         95
                                       9.250          1,317.20
    DENVER           CO   80229          1            04/27/01         23
    0412595688                           05           06/01/01          0
    0412595688                           N            05/01/31
    0


    4715894          T24/G01             F          169,900.00         ZZ
                                         360        169,475.48          2
                                       9.500          1,428.61        100
                                       9.250          1,428.61
    LAWRENCE         MA   01841          1            03/01/01         23
    0432779536                           05           04/01/01          0
    09781352                             O            03/01/31
    0


    4715996          N67/G01             F           58,600.00         ZZ
                                         360         58,510.51          1
                                       9.375            487.41        100
                                       9.125            487.41
    HOUSTON          TX   77083          1            04/19/01         23
    0432771970                           05           06/01/01          0
    1160003751                           O            05/01/31
    0
1




    4716019          T24/G01             F          234,800.00         ZZ
                                         360        234,450.76          1
                                       9.500          1,974.33        105
                                       9.250          1,974.33
    ELK GROVE        CA   95758          1            04/02/01         23
    0432819688                           05           06/01/01          0
    09815621                             O            05/01/31
    0


    4716756          T24/G01             F          371,550.00         ZZ
                                         360        370,852.33          1
                                       8.375          2,824.05        107
                                       8.125          2,824.05
    PLEASANT HILL    CA   94523          1            04/12/01         23
    0432844264                           05           06/01/01          0
    09958154                             O            05/01/31
    0


    4717080          T17/G01             F          121,995.00         ZZ
                                         360        121,818.27          1
                                       9.625          1,036.94         95
                                       9.375          1,036.94
    CHARLOTTE        NC   28215          1            05/03/01         23
    0432870467                           05           06/01/01          0
    01040357                             N            05/01/31
    0


    4717815          737/G01             F          148,900.00         ZZ
                                         360        148,756.77          1
                                       9.625          1,265.63        100
                                       9.375          1,265.63
    MCDONOUGH        GA   30252          1            05/21/01         23
    0432863363                           05           07/01/01          0
    2025283                              O            06/01/31
    0


    4718095          B28/G01             F          259,500.00         ZZ
                                         360        259,222.75          1
                                       9.125          2,111.38        103
                                       8.875          2,111.38
    DENVER           CO   80206          1            05/03/01         23
    0432837466                           01           07/01/01          0
    0104190029                           O            06/01/31
    0


    4719127          B57/G01             F          265,050.00         ZZ
                                         360        264,788.23          1
1


                                       9.500          2,228.68         95
                                       9.250          2,228.68
    WEST HOLLYWOOD   CA   90069          1            05/14/01         23
    0432887057                           01           07/01/01          0
    2113576                              O            06/01/31
    0


    4721354          T24/G01             F          300,000.00         ZZ
                                         360        299,418.17          1
                                       9.625          2,549.97        107
                                       9.375          2,549.97
    ANTIOCH          CA   94509          1            03/15/01         23
    0432872190                           05           05/01/01          0
    09776322                             O            04/01/31
    0


    4722680          964/G01             F          197,760.00         ZZ
                                         360        197,280.36          1
                                       8.875          1,573.47        103
                                       8.625          1,573.47
    ROSEVILLE        CA   95747          1            05/24/01         23
    0432869485                           05           07/01/01          0
    123709                               O            06/01/31
    0


    4723865          U05/G01             F           87,400.00         ZZ
                                         360         87,270.00          1
                                       9.500            734.91        103
                                       9.250            734.91
    HIGHLAND         IL   62249          1            05/04/01         23
    0432816643                           05           06/01/01          0
    3122670                              O            05/01/31
    0


    4723875          T24/G01             F          108,490.00         ZZ
                                         360        108,274.01          1
                                       9.500            912.24        100
                                       9.250            912.24
    PLAINFIELD       IL   60544          1            03/21/01         23
    0432803633                           05           05/01/01          0
    09825804                             O            04/01/31
    0


    4725477          642/G01             F          190,250.00         ZZ
                                         360        190,076.43          2
                                       9.875          1,652.03        103
                                       9.625          1,652.03
    SAN DIEGO        CA   92105          1            05/30/01         23
    0432883478                           05           07/01/01          0
1


    04227801                             O            06/01/31
    0


    4725518          Q64/G01             F           72,750.00         ZZ
                                         360         72,635.97          1
                                       9.250            598.50        107
                                       9.000            598.50
    DAYTONA BEACH    FL   32119          1            04/25/01         23
    0432816395                           07           06/01/01          0
    0101835601                           O            05/01/31
    0


    4725532          U35/G01             F           70,000.00         ZZ
                                         360         69,958.61          1
                                      11.875            713.30        100
                                      11.625            713.30
    MENOMONIE        WI   54751          5            05/09/01         23
    0432849990                           05           07/01/01          0
    0407801                              O            06/01/31
    0


    4725716          Q64/G01             F          214,000.00         ZZ
                                         360        213,689.97          1
                                       9.625          1,818.98        100
                                       9.375          1,818.98
    DACULA           GA   30019          1            04/24/01         23
    0432808509                           05           06/01/01          0
    0101797504                           O            05/01/31
    0


    4729245          642/G01             F          165,800.00         ZZ
                                         360        165,636.24          1
                                       9.500          1,394.14        107
                                       9.250          1,394.14
    NEWBURGH         IN   47630          5            05/04/01         23
    0432785061                           05           07/01/01          0
    03164601                             O            06/01/31
    0


    4729962          G52/G01             F          238,500.00         ZZ
                                         360        238,270.58          1
                                       9.625          2,027.22        100
                                       9.375          2,027.22
    NORTH HILLS      CA   91343          1            05/07/01         23
    0432925865                           05           07/01/01          0
    6205000341                           O            06/01/31
    0


1


    4730697          E22/G01             F          231,600.00         ZZ
                                         360        231,255.53          1
                                       9.500          1,947.42        103
                                       9.250          1,947.42
    LITTLETON        CO   80128          1            04/30/01         23
    0412554248                           09           06/01/01          0
    0412554248                           O            05/01/31
    0


    4731155          B28/G01             F          196,400.00         ZZ
                                         360        196,178.97          1
                                       8.875          1,562.65        106
                                       8.625          1,562.65
    MANTECA          CA   95336          1            05/04/01         23
    0432887222                           05           07/01/01          0
    0103260015                           O            06/01/31
    0


    4732421          964/G01             F          197,950.00         ZZ
                                         360        197,520.68          1
                                       8.750          1,557.27        107
                                       8.500          1,557.27
    CAMANO ISLAND    WA   98282          1            05/12/01         23
    0432869477                           03           07/01/01          0
    124225                               O            06/01/31
    0


    4732576          K15/G01             F           70,000.00         ZZ
                                         360         69,934.41          1
                                       9.750            601.41        103
                                       9.500            601.41
    MEDINA           NY   14103          5            05/07/01         23
    0432815280                           05           07/01/01          0
    029505303255                         O            06/01/31
    0


    4733218          948/G01             F          164,000.00         ZZ
                                         360        160,947.80          1
                                       9.375          1,364.07        107
                                       9.125          1,364.07
    LAS VEGAS        NV   89142          2            02/07/01         23
    0432862407                           05           04/01/01          0
    56819                                O            03/01/31
    0


    4733391          R17/G01             F          270,000.00         ZZ
                                         360        269,462.42          1
                                       9.500          2,270.31        100
                                       9.250          2,270.31
1


    MT. PLEASANT     SC   29464          1            03/28/01         23
    0432784304                           03           05/01/01          0
    10000033650                          O            04/01/31
    0


    4733732          642/G01             F          144,450.00         ZZ
                                         360        144,307.34          1
                                       9.500          1,214.61        107
                                       9.250          1,214.61
    PATASKALA        OH   43062          2            05/04/01         23
    0432811420                           05           07/01/01          0
    04143701                             O            06/01/31
    0


    4733907          Q78/G01             F          139,100.00         ZZ
                                         360        138,958.95          1
                                       9.375          1,156.97        107
                                       9.125          1,156.97
    AURORA           IL   60506          2            04/27/01         23
    0432780120                           05           07/01/01          0
    685414                               O            06/01/31
    0


    4734050          U28/G01             F          138,100.00         ZZ
                                         360        137,956.27          1
                                       9.250          1,136.11        100
                                       9.000          1,136.11
    AUSTELL          GA   30168          1            05/18/01         23
    0432845063                           05           07/01/01          0
    1                                    O            06/01/31
    0


    4734126          737/G01             F          121,100.00         ZZ
                                         360        120,977.21          1
                                       9.375          1,007.25         95
                                       9.125          1,007.25
    TEMPE            AZ   85282          1            05/22/01         23
    0432876845                           09           07/01/01          0
    2021945                              N            06/01/31
    0


    4734754          T89/G01             F           64,890.00         ZZ
                                         360         64,835.35          1
                                      10.250            581.48        103
                                      10.000            581.48
    DARLINGTON       SC   29532          1            05/07/01         23
    0432852622                           05           07/01/01          0
    L255542                              O            06/01/31
    0
1




    4735095          147/G01             F          290,000.00         ZZ
                                         360        289,721.03          1
                                       9.625          2,464.97        100
                                       9.375          2,464.97
    NORCO            CA   92860          1            05/08/01         23
    0432859296                           05           07/01/01          0
    1104213911                           O            06/01/31
    0


    4735705          964/G01             F          186,950.00         ZZ
                                         360        186,679.14          1
                                       9.625          1,589.06        100
                                       9.375          1,589.06
    LAS VEGAS        NV   89147          1            04/26/01         23
    0432861086                           03           06/01/01          0
    420120712                            O            05/01/31
    0


    4736403          K15/G01             F           55,400.00         ZZ
                                         360         55,355.77          1
                                      10.500            506.77        101
                                      10.250            506.77
    VILLA GROVE      IL   61956          5            05/09/01         23
    0432815587                           05           07/01/01          0
    027605305972                         O            06/01/31
    0


    4736931          U96/G01             F          337,050.00         ZZ
                                         360        336,444.50          1
                                       8.750          2,651.57        107
                                       8.500          2,651.57
    HONOLULU         HI   96825          1            05/14/01         23
    0432858991                           05           07/01/01          0
    10400020                             O            06/01/31
    0


    4736994          808/G01             F          124,500.00         ZZ
                                         360        124,294.92          1
                                       9.000          1,001.76        100
                                       8.750          1,001.76
    GILBERT          AZ   85296          1            05/10/01         23
    0432885622                           03           07/01/01          0
    9502804                              O            06/01/31
    0


    4737705          E22/G01             F           77,000.00         ZZ
                                         360         76,915.56          1
1


                                       9.000            619.56        107
                                       8.500            619.56
    CHARLESTON       AR   72933          1            05/02/01         23
    0412548935                           05           07/01/01          0
    0412548935                           O            06/01/31
    0


    4737743          E22/G01             F          112,450.00         ZZ
                                         360        112,282.75          1
                                       9.500            945.54        107
                                       9.250            945.54
    PONTIAC          MI   48340          1            05/02/01         23
    0412590820                           05           06/01/01          0
    0412590820                           O            05/01/31
    0


    4737744          E22/G01             F          141,099.00         ZZ
                                         360        140,859.80          1
                                      10.250          1,264.39        103
                                       9.750          1,264.39
    LOXAHATCHEE      FL   33470          1            05/02/01         23
    0412591638                           05           06/01/01          0
    0412591638                           O            05/01/31
    0


    4737763          E22/G01             F          103,000.00         ZZ
                                         360        102,846.81          1
                                       9.500            866.08        100
                                       9.250            866.08
    CLINTON TOWNSHI  MI   48036          1            05/02/01         23
    0412614547                           01           06/01/01          0
    0412614547                           O            05/01/31
    0


    4738385          180/G01             F          195,597.00         ZZ
                                         360        195,343.23          1
                                       9.500          1,644.69        103
                                       9.250          1,644.69
    SOUTHFIELD       MI   48034          1            05/31/01         23
    0432998953                           05           07/01/01          0
    0027063411                           O            06/01/31
    0


    4738936          U62/G01             F          152,250.00         ZZ
                                         180        151,033.90          1
                                       9.000          1,544.22         99
                                       8.750          1,544.22
    MERRIMACK        NH   03054          2            04/25/01         04
    0432783884                           05           06/01/01         30
1


    2001245300                           O            05/01/16
    0


    4741303          K15/G01             F           85,400.00         ZZ
                                         360         85,349.50          1
                                      11.875            870.23        103
                                      11.625            870.23
    INDIANAPOLIS     IN   46201          5            05/10/01         23
    0432813418                           05           07/01/01          0
    027505305776                         O            06/01/31
    0


    4741432          642/G01             F          291,916.00         ZZ
                                         360        291,682.98          1
                                      10.500          2,670.27         99
                                      10.250          2,670.27
    BIRMINGHAM       AL   35244          5            05/04/01         23
    0432816148                           05           07/01/01          0
    04180701                             O            06/01/31
    0


    4741787          G76/G01             F          215,000.00         ZZ
                                         360        214,793.17          2
                                       9.625          1,827.48        100
                                       9.375          1,827.48
    ASHLAND          MA   01721          1            05/17/01         23
    0432895381                           05           07/01/01          0
    133326                               O            06/01/31
    0


    4741833          A11/G01             F           95,000.00         ZZ
                                         360         94,858.67          1
                                       9.500            798.82        106
                                       9.250            798.82
    SMITHVILLE       OH   44677          1            05/23/01         23
    0432896736                           05           06/23/01          0
    4612481426                           O            05/23/31
    0


    4742740          624/G01             F          185,600.00         ZZ
                                         360        185,380.05          1
                                       8.625          1,443.58        104
                                       8.375          1,443.58
    ROUND ROCK       TX   78681          1            05/25/01         23
    0432873776                           03           07/01/01          0
    82200210083F                         O            06/01/31
    0


1


    4742763          964/G01             F           99,000.00         ZZ
                                         360         98,904.76          1
                                       9.625            841.49        100
                                       9.375            841.49
    PHOENIX          AZ   85050          1            05/10/01         23
    0432871887                           01           07/01/01          0
    122910                               O            06/01/31
    0


    4743995          T89/G01             F           99,900.00         ZZ
                                         360         99,840.93          1
                                      11.875          1,017.98        103
                                      11.625          1,017.98
    COLUMBIA         SC   29170          2            05/18/01         23
    0432852887                           05           07/01/01          0
    L063244                              O            06/01/31
    0


    4744800          E22/G01             F           47,500.00         ZZ
                                         360         47,429.34          1
                                       9.500            399.41         95
                                       9.250            399.41
    INDIANAPOLIS     IN   46208          1            05/03/01         23
    0412604175                           05           06/01/01          0
    0412604175                           N            05/01/31
    0


    4745524          F34/G01             F          300,000.00         ZZ
                                         360        299,703.71          1
                                       9.500          2,522.56        100
                                       9.250          2,522.56
    OVERLAND PARK    KS   66224          1            05/25/01         23
    0432887677                           05           07/01/01          0
    30105014                             O            06/01/31
    0


    4745577          Q64/G01             F          116,650.00         ZZ
                                         360        116,476.90          1
                                       9.500            980.86        100
                                       9.250            980.86
    HAMPTON          GA   30228          1            04/30/01         23
    0432808418                           05           06/01/01          0
    0101773000                           O            05/01/31
    0


    4746629          642/G01             F          139,000.00         ZZ
                                         360        138,851.50          1
                                       9.125          1,130.95        106
                                       8.875          1,130.95
1


    LAKEWOOD         CO   80235          1            05/08/01         23
    0432811404                           01           07/01/01          0
    04208101                             O            06/01/31
    0


    4746785          P87/G01             F           96,859.00         ZZ
                                         180         96,781.68          1
                                      10.500            886.01        101
                                      10.250            886.01
    INDIANAPOLIS     IN   46217          1            05/11/01         23
    0432841229                           03           07/01/01          0
    HE31269                              O            06/01/16
    0


    4746810          147/G01             F           66,000.00         ZZ
                                         360         65,964.88          1
                                       9.125            537.00        100
                                       8.875            537.00
    PUEBLO           CO   81005          1            06/05/01         23
    0432908341                           05           08/01/01          0
    10421610                             O            07/01/31
    0


    4747517          808/G01             F          222,025.00         ZZ
                                         360        221,787.80          1
                                       9.125          1,806.47        107
                                       8.875          1,806.47
    TORRANCE         CA   90501          1            05/10/01         23
    0432817872                           01           07/01/01          0
    1                                    O            06/01/31
    0


    4747592          642/G01             F          124,500.00         ZZ
                                         360        124,373.77          1
                                       9.375          1,035.53        107
                                       9.125          1,035.53
    GROVE CITY       OH   43212          2            05/08/01         23
    0432813947                           05           07/01/01          0
    04191201                             O            06/01/31
    0


    4749116          Q64/G01             F          174,050.00         ZZ
                                         360        173,840.66          1
                                      10.500          1,592.11        103
                                      10.250          1,592.11
    JAMESTOWN        NC   27282          1            04/30/01         23
    0432978161                           03           06/01/01          0
    0101762300                           O            05/01/31
    0
1




    4749148          K15/G01             F           72,000.00         ZZ
                                         360         71,934.02          1
                                      11.750            726.78        103
                                      11.500            726.78
    PEABODY          KS   66866          1            04/30/01         23
    0432794972                           05           06/01/01          0
    208105310142                         O            05/01/31
    0


    4751319          180/G01             F          132,000.00         ZZ
                                         360        131,851.45          1
                                       8.875          1,050.25        104
                                       8.625          1,050.25
    GREENSBORO       NC   27408          1            05/22/01         23
    0432901452                           05           07/01/01          0
    0027038264                           O            06/01/31
    0


    4751395          700/G01             F          300,000.00         ZZ
                                         360        299,733.47          1
                                      10.000          2,632.71        100
                                       9.750          2,632.71
    TRACY            CA   95376          1            05/11/01         23
    0432902807                           05           07/01/01          0
    00258539                             O            06/01/31
    0


    4752239          069/G01             F          176,500.00         ZZ
                                         360        173,129.80          1
                                       8.875          1,404.32        106
                                       8.625          1,404.32
    LA HABRA         CA   90631          1            05/09/01         23
    0432904175                           01           07/01/01          0
    35188141122                          O            06/01/31
    0


    4753199          E22/G01             F           57,800.00         ZZ
                                         360         57,745.86          1
                                       9.750            496.59        100
                                       9.250            496.59
    HOOPER           NE   68031          1            05/04/01         23
    0412476772                           05           07/01/01          0
    0412476772                           O            06/01/31
    0


    4753206          E22/G01             F           73,900.00         ZZ
                                         360         73,828.92          1
1


                                       9.625            628.14        106
                                       9.375            628.14
    CASS CITY        MI   48726          1            05/04/01         23
    0412508343                           05           07/01/01          0
    0412508343                           O            06/01/31
    0


    4753231          E22/G01             F           87,550.00         ZZ
                                         360         87,478.21          1
                                      10.375            792.68        103
                                      10.125            792.68
    STAFFORD         TX   77477          1            05/03/01         23
    0412559015                           05           07/01/01          0
    0412559015                           O            06/01/31
    0


    4753238          E22/G01             F          132,145.00         ZZ
                                         360        131,968.36          1
                                       8.875          1,051.40        107
                                       8.625          1,051.40
    BOISE            ID   83706          1            05/02/01         23
    0412569535                           05           07/01/01          0
    0412569535                           O            06/01/31
    0


    4753248          E22/G01             F          153,985.00         ZZ
                                         360        153,623.95          1
                                       9.250          1,266.80        103
                                       9.000          1,266.80
    RIVERBANK        CA   95367          1            05/01/01         23
    0412580961                           05           07/01/01          0
    0412580961                           O            06/01/31
    0


    4753262          E22/G01             F          154,300.00         ZZ
                                         360        154,200.91          1
                                      11.500          1,528.02        103
                                      11.000          1,528.02
    SACRAMENTO       CA   95826          1            05/02/01         23
    0412592495                           05           07/01/01          0
    0412592495                           O            06/01/31
    0


    4753267          E22/G01             F          169,847.00         ZZ
                                         360        169,692.04          1
                                       9.875          1,474.86        103
                                       9.625          1,474.86
    VENETA           OR   97487          1            04/30/01         23
    0412597353                           05           07/01/01          0
1


    0412597353                           O            06/01/31
    0


    4755013          N74/G01             F           95,230.00         ZZ
                                         360         95,173.78          1
                                       8.625            740.69        107
                                       8.375            740.69
    BENTONVILLE      AR   72712          1            06/26/01         23
    0432991248                           05           08/01/01          0
    0028995010                           O            07/01/31
    0


    4755240          G75/G01             F           62,200.00         ZZ
                                         360         62,129.98          1
                                       8.875            494.90         95
                                       8.625            494.90
    LOWER TOWNSHIP   NJ   08251          1            05/11/01         23
    0432875920                           05           07/01/01          0
    04342325                             N            06/01/31
    0


    4755682          U28/G01             F           48,410.00         ZZ
                                         360         48,367.00          1
                                      10.000            424.83        103
                                       9.750            424.83
    STILLMORE        GA   30464          1            05/11/01         23
    0432860245                           05           07/01/01          0
    1                                    O            06/01/31
    0


    4755963          K15/G01             F          120,800.00         ZZ
                                         360        120,637.34          1
                                       8.000            886.39         99
                                       7.750            886.39
    GREENSBURG       IN   47240          5            05/10/01         23
    0432808970                           05           07/01/01          0
    033705302536                         O            06/01/31
    0


    4756460          642/G01             F          156,560.00         ZZ
                                         360        156,339.10          1
                                       9.750          1,345.09        103
                                       9.500          1,345.09
    CHANDLER         AZ   85248          1            04/30/01         23
    0432837920                           03           06/01/01          0
    02143801                             O            05/01/31
    0


1


    4756473          147/G01             F          101,650.00         ZZ
                                         360        101,203.79          1
                                       9.500            854.73        107
                                       9.250            854.73
    PACOIMA          CA   91331          1            05/09/01         23
    0432856821                           01           07/01/01          0
    10420479                             O            06/01/31
    0


    4756528          642/G01             F           96,300.00         ZZ
                                         360         96,204.90          1
                                       9.500            809.74        107
                                       9.250            809.74
    CHICAGO          IL   60628          1            05/29/01         23
    0432907004                           05           07/01/01          0
    05003301                             O            06/01/31
    0


    4756768          B28/G01             F           99,750.00         ZZ
                                         360         99,651.47          1
                                       9.500            838.76         95
                                       9.250            838.76
    COLORADO SPRING  CO   80916          1            05/29/01         23
    0432895142                           05           07/01/01          0
    0105230003                           N            06/01/31
    0


    4758346          685/G01             F          219,950.00         ZZ
                                         360        219,695.98          1
                                       8.750          1,730.35        100
                                       8.500          1,730.35
    ARCADIA          CA   91007          1            05/01/01         23
    0432786259                           01           07/01/01          0
    125487                               O            06/01/31
    0


    4760293          U05/G01             F          195,000.00         ZZ
                                         360        194,786.18          1
                                       9.000          1,569.01        100
                                       8.750          1,569.01
    LIGHTHOUSE POIN  FL   33064          1            05/25/01         23
    0432856110                           05           07/01/01          0
    3133375                              O            06/01/31
    0


    4760914          E22/G01             F           43,750.00         ZZ
                                         360         43,709.92          1
                                      11.750            441.62        103
                                      11.250            441.62
1


    UNION STAR       MO   64494          1            05/07/01         23
    0412450181                           05           06/01/01          0
    0412450181                           O            05/01/31
    0


    4760922          E22/G01             F          300,000.00         ZZ
                                         360        299,668.73          1
                                       9.500          2,522.56        100
                                       9.250          2,522.56
    PLEASANT HILL    CA   94523          1            05/01/01         23
    0412505166                           05           07/01/01          0
    0412505166                           O            06/01/31
    0


    4760930          E22/G01             F          157,500.00         ZZ
                                         360        157,327.29          1
                                       9.000          1,267.28        100
                                       8.500          1,267.28
    SYLMAR           CA   91342          1            05/02/01         23
    0412532186                           01           07/01/01          0
    0412532186                           O            06/01/31
    0


    4760949          E22/G01             F          230,750.00         ZZ
                                         360        230,378.80          1
                                       9.125          1,877.46        100
                                       8.625          1,877.46
    MIAMI            FL   33175          1            04/11/01         23
    0412561573                           05           06/01/01          0
    0412561573                           O            05/01/31
    0


    4760955          E22/G01             F          273,500.00         ZZ
                                         360        273,229.87          1
                                       9.500          2,299.74        100
                                       9.250          2,299.74
    LAGUNA HILLS     CA   92653          1            05/01/01         23
    0412563397                           05           07/01/01          0
    0412563397                           O            06/01/31
    0


    4760979          E22/G01             F          130,800.00         ZZ
                                         360        130,674.16          1
                                       9.625          1,111.79        103
                                       9.375          1,111.79
    SAGINAW          MI   48603          1            05/07/01         23
    0412587081                           05           07/01/01          0
    0412587081                           O            06/01/31
    0
1




    4761001          E22/G01             F           91,500.00         ZZ
                                         360         91,363.92          1
                                       9.500            769.38        100
                                       9.250            769.38
    HOUSTON          TX   77085          1            05/04/01         23
    0412613663                           05           06/01/01          0
    0412613663                           O            05/01/31
    0


    4763082          664/G01             F          170,800.00         ZZ
                                         360        170,626.82          1
                                       9.375          1,420.63        104
                                       9.125          1,420.63
    THE COLONY       TX   75056          1            05/24/01         23
    0432924983                           05           07/01/01          0
    0008099657                           O            06/01/31
    0


    4763104          U62/G01             F          103,750.00         ZZ
                                         360        103,438.97          1
                                       8.750            816.20        107
                                       8.500            816.20
    NEW BALTIMORE    NY   12124          1            04/23/01         23
    0432786036                           05           06/01/01          0
    2001232862                           O            05/01/31
    0


    4763474          P57/G01             F          144,715.00         ZZ
                                         180        144,596.33          1
                                      10.375          1,310.26        103
                                      10.125          1,310.26
    PONTIAC          MI   48340          5            05/25/01         23
    0432897270                           05           07/01/01          0
    9910393                              O            06/01/16
    0


    4763715          U05/G01             F           74,500.00         ZZ
                                         360         74,428.34          1
                                       9.625            633.24        105
                                       9.375            633.24
    SOUTH BEND       IN   46616          1            05/10/01         23
    0432856748                           05           07/01/01          0
    3131081                              O            06/01/31
    0


    4764124          964/G01             F          159,650.00         ZZ
                                         360        159,492.33          1
1


                                       9.500          1,342.42        103
                                       9.250          1,342.42
    ENGLEWOOD        CO   80110          1            05/18/01         23
    0432875573                           05           07/01/01          0
    124605                               O            06/01/31
    0


    4764770          642/G01             F           79,180.00         ZZ
                                         360         79,093.18          1
                                       9.000            637.10        107
                                       8.750            637.10
    CHICAGO          IL   60619          1            05/21/01         23
    0432830230                           05           07/01/01          0
    03196301                             O            06/01/31
    0


    4765228          E87/G01             F          192,600.00         ZZ
                                         360        192,383.26          1
                                       8.875          1,532.41        107
                                       8.625          1,532.41
    RANCHO CUCAMONG  CA   91730          2            05/16/01         23
    0432886703                           05           07/01/01          0
    01050202                             O            06/01/31
    0


    4765324          R74/G01             F          116,630.00         ZZ
                                         360        116,506.03          1
                                       9.150            951.05        107
                                       8.900            951.05
    MARQUETTE HEIGH  IL   61554          2            05/08/01         23
    0432871176                           05           07/01/01          0
    2020023456                           O            06/01/31
    0


    4766961          Q64/G01             F          210,400.00         ZZ
                                         360        210,087.06          1
                                       9.500          1,769.16        100
                                       9.250          1,769.16
    CONYERS          GA   30094          1            05/01/01         23
    0432910297                           05           06/01/01          0
    010184600                            O            05/01/31
    0


    4768025          664/G01             F           63,300.00         ZZ
                                         360         63,250.80          1
                                      10.625            584.96        103
                                      10.375            584.96
    LYNWOOD          IL   60411          1            05/23/01         23
    0432907046                           01           07/01/01          0
1


    0008076713                           O            06/01/31
    0


    4768491          U05/G01             F          115,500.00         ZZ
                                         360        115,385.93          1
                                       9.500            971.19        100
                                       9.250            971.19
    TAMARAC          FL   33321          1            05/16/01         23
    0432847036                           03           07/01/01          0
    3132051                              O            06/01/31
    0


    4768585          700/G01             F          149,000.00         ZZ
                                         360        148,852.84          1
                                       9.500          1,252.87        100
                                       9.250          1,252.87
    PALMDALE         CA   93551          1            05/14/01         23
    0432938165                           05           07/01/01          0
    00258948                             O            06/01/31
    0


    4768952          E22/G01             F          371,900.00         ZZ
                                         360        371,481.48          1
                                       8.875          2,959.00        107
                                       8.625          2,959.00
    WINDSOR          CA   95492          1            05/01/01         23
    0412485682                           05           07/01/01          0
    0412485682                           O            06/01/31
    0


    4768959          E22/G01             F          233,250.00         ZZ
                                         360        232,975.79          1
                                       8.750          1,834.98        107
                                       8.500          1,834.98
    SACRAMENTO       CA   95823          1            05/03/01         23
    0412531808                           05           07/01/01          0
    0412531808                           O            06/01/31
    0


    4768960          E22/G01             F          172,200.00         ZZ
                                         360        171,990.62          1
                                       8.500          1,324.07        107
                                       8.000          1,324.07
    GARDNERVILLE     NV   89410          9            05/02/01         23
    0412532244                           05           07/01/01          0
    0412532244                           O            06/01/31
    0


1


    4768980          E22/G01             F          157,290.00         ZZ
                                         360        156,810.77          1
                                       8.875          1,251.47        107
                                       8.625          1,251.47
    TOWSON           MD   21204          2            05/01/01         23
    0412574113                           05           07/01/01          0
    0412574113                           O            06/01/31
    0


    4768990          E22/G01             F          203,100.00         ZZ
                                         360        202,894.08          1
                                       9.375          1,689.28        107
                                       8.875          1,689.28
    CONCORD          CA   94521          1            05/02/01         23
    0412587347                           01           07/01/01          0
    0412587347                           O            06/01/31
    0


    4769016          E22/G01             F          100,390.00         ZZ
                                         360        100,267.95          1
                                       8.500            771.91        100
                                       8.000            771.91
    MIDVALE          UT   84047          1            05/03/01         23
    0412633216                           01           07/01/01          0
    0412633216                           O            06/01/31
    0


    4769910          147/G01             F          109,180.00         ZZ
                                         360        109,097.41          1
                                      10.750          1,019.18        103
                                      10.500          1,019.18
    MIAMI            FL   33157          1            05/11/01         23
    0432859569                           05           07/01/01          0
    10421641                             O            06/01/31
    0


    4769987          E45/G01             F           90,400.00         ZZ
                                         360         90,247.10          1
                                       8.990            726.73        107
                                       8.740            726.73
    ORANGE PARK      FL   32065          1            04/27/01         23
    0432781102                           05           06/01/01          0
    132170                               O            05/01/31
    0


    4770428          U62/G01             F           89,000.00         ZZ
                                         180         88,256.75          1
                                       8.500            876.42        105
                                       8.250            876.42
1


    RENSSELAER       NY   12144          5            04/25/01         23
    0432785152                           05           06/01/01          0
    2001246433                           O            05/01/16
    0


    4770646          940/G01             F          162,500.00         ZZ
                                         360        162,232.49          1
                                       8.250          1,220.81        106
                                       8.000          1,220.81
    MENTONE          CA   92359          1            05/21/01         23
    0432857100                           05           07/01/01          0
    WH3790                               O            06/01/31
    0


    4771848          700/G01             F          133,900.00         ZZ
                                         360        133,856.02          1
                                      11.375          1,313.24        103
                                      11.125          1,313.24
    RESCUE           CA   95672          1            06/04/01         23
    0432949246                           05           08/01/01          0
    00257995                             O            07/01/31
    0


    4773200          664/G01             F           97,700.00         ZZ
                                         360         97,648.30          1
                                      12.375          1,033.25        103
                                      12.125          1,033.25
    PORT ORANGE      FL   32127          1            05/30/01         23
    0432915429                           05           07/01/01          0
    008122574                            O            06/01/31
    0


    4773288          U28/G01             F          181,050.00         ZZ
                                         360        180,743.23          1
                                       8.875          1,440.52        102
                                       8.625          1,440.52
    SAVANNAH         GA   31410          1            04/25/01         23
    0432821312                           05           06/01/01          0
    MCPETERSBMBB                         O            05/01/31
    0


    4773552          W33/G01             F          117,700.00         ZZ
                                         360        117,533.94          1
                                       9.750          1,011.22        107
                                       9.500          1,011.22
    SHELBYVILLE      IN   46176          2            05/14/01         23
    0432955490                           05           06/17/01          0
    0124688                              O            05/17/31
    0
1




    4773686          W33/G01             F          112,000.00         ZZ
                                         360        111,824.45          1
                                       9.250            921.40        106
                                       9.000            921.40
    GOSHEN           IN   46526          2            05/14/01         23
    0432996395                           05           06/17/01          0
    0124572                              O            05/17/31
    0


    4774424          W63/G01             F          192,600.00         ZZ
                                         360        192,200.13          1
                                       9.300          1,591.46        106
                                       9.050          1,591.46
    LOUISVILLE       KY   40258          1            04/11/01         23
    0432816122                           05           05/11/01          0
    748881305928                         O            04/11/31
    0


    4774823          147/G01             F           96,800.00         T
                                         360         96,669.40          1
                                       7.990            709.61        105
                                       7.740            709.61
    PHOENIX          AZ   85017          1            05/10/01         23
    0432859288                           09           07/01/01          0
    10421337                             O            06/01/31
    0


    4775858          E22/G01             F          133,700.00         ZZ
                                         360        133,623.10          1
                                      12.000          1,375.26        100
                                      11.750          1,375.26
    FORT LAUDERDALE  FL   33322          2            05/04/01         23
    0412536583                           05           07/01/01          0
    0412536583                           O            06/01/31
    0


    4775863          E22/G01             F          299,450.00         ZZ
                                         360        299,154.25          1
                                       9.500          2,517.94        100
                                       9.250          2,517.94
    CONCORD          CA   94518          1            05/04/01         23
    0412547242                           05           07/01/01          0
    0412547242                           O            06/01/31
    0


    4776320          U59/G01             F           79,400.00         ZZ
                                         180         78,772.81          1
1


                                       9.125            811.25        106
                                       8.875            811.25
    PHILADELPHIA     PA   19149          5            05/21/01         23
    0432889830                           05           06/25/01          0
    800851817                            O            05/25/16
    0


    4776466          642/G01             F           83,500.00         ZZ
                                         360         83,413.10          1
                                       9.250            686.93        104
                                       9.000            686.93
    FARMINGTON       MO   63640          1            05/03/01         23
    0432813194                           05           07/01/01          0
    04130301                             O            06/01/31
    0


    4776501          T24/G01             F          139,900.00         ZZ
                                         360        139,686.39          1
                                       9.375          1,163.62        100
                                       9.125          1,163.62
    SALEM            OR   97302          1            04/23/01         23
    0432813087                           05           06/01/01          0
    09782648                             O            05/01/31
    0


    4776633          B28/G01             F          144,850.00         ZZ
                                         360        144,766.66          1
                                       8.750          1,139.54        100
                                       8.500          1,139.54
    TEMPE            AZ   85252          1            06/26/01         23
    0433014958                           05           08/01/01          0
    0104160037                           O            07/01/31
    0


    4776744          T24/G01             F          229,050.00         ZZ
                                         360        228,681.52          1
                                       9.125          1,863.63        106
                                       8.875          1,863.63
    MODESTO          CA   95356          1            04/17/01         23
    0432818888                           05           06/01/01          0
    09961592                             O            05/01/31
    0


    4776815          S20/G01             F          118,000.00         ZZ
                                         360        117,837.82          1
                                       9.875          1,024.66        100
                                       9.625          1,024.66
    LEXINGTON        SC   29072          1            05/04/01         23
    0432814119                           03           06/04/01          0
1


    0111200                              O            05/04/31
    0


    4776863          737/G01             F          198,913.00         ZZ
                                         360        198,809.88          1
                                       9.250          1,636.41        107
                                       9.000          1,636.41
    MIAMI            FL   33196          1            06/15/01         23
    0432957389                           03           08/01/01          0
    0001768142                           O            07/01/31
    0


    4776877          B57/G01             F          299,000.00         ZZ
                                         360        296,544.04          1
                                       8.625          2,325.59        100
                                       8.375          2,325.59
    VALLEY VILLAGE   CA   91607          1            05/23/01         23
    0432896769                           05           07/01/01          0
    2114134                              O            06/01/31
    0


    4777129          U59/G01             F          119,605.00         ZZ
                                         360        119,492.93          1
                                       9.750          1,027.60         95
                                       9.500          1,027.60
    NEW MILFORD      CT   06776          1            06/01/01         23
    0432869907                           01           07/01/01          0
    800841475                            O            06/01/31
    0


    4777197          808/G01             F          224,700.00         ZZ
                                         360        224,459.93          1
                                       9.125          1,828.24        107
                                       8.875          1,828.24
    ANAHEIM          CA   92804          1            05/23/01         23
    0432872711                           05           07/01/01          0
    9319364                              O            06/01/31
    0


    4777273          N67/G01             F          280,000.00         ZZ
                                         360        279,300.03          1
                                       9.500          2,354.39        100
                                       9.250          2,354.39
    VENTURA          CA   93001          5            04/24/01         23
    0432876860                           05           06/01/01          0
    1780006062                           O            05/01/31
    0


1


    4777515          T24/G01             F           76,475.00         ZZ
                                         360         76,318.71          1
                                       9.375            636.08         95
                                       9.125            636.08
    CHICAGO HEIGHTS  IL   60411          1            03/23/01         23
    0432829307                           05           05/01/01          0
    09825702                             N            04/01/31
    0


    4777550          U28/G01             F          158,950.00         ZZ
                                         360        158,780.18          1
                                       9.125          1,293.27        100
                                       8.875          1,293.27
    NORCROSS         GA   30093          1            06/01/01         23
    0432899912                           05           07/01/01          0
    4777391                              O            06/01/31
    0


    4777562          E45/G01             F           84,200.00         ZZ
                                         360         84,159.66          1
                                       9.625            715.69         95
                                       9.375            715.69
    LAKE WORTH       FL   33463          1            06/07/01         23
    0433003654                           05           08/01/01          0
    138090                               N            07/01/31
    0


    4778667          Q64/G01             F          137,400.00         ZZ
                                         360        137,126.41          1
                                       9.500          1,155.34        100
                                       9.250          1,155.34
    HENDERSONVILLE   NC   28792          1            05/02/01         23
    0432911964                           05           06/01/01          0
    0101866309                           O            05/01/31
    0


    4778843          W96/G01             F          130,000.00         ZZ
                                         360        129,806.65          1
                                       9.500          1,093.11        100
                                       9.250          1,093.11
    ORLANDO          FL   32837          1            04/30/01         23
    0432949014                           03           06/01/01          0
    21040172                             O            05/01/31
    0


    4780091          664/G01             F          264,500.00         ZZ
                                         360        264,366.43          1
                                       9.375          2,199.98        100
                                       9.125          2,199.98
1


    BRAINTREE        MA   02184          1            06/15/01         11
    0433014230                           05           08/01/01         35
    0008021511                           O            07/01/31
    0


    4781299          K15/G01             F           68,200.00         ZZ
                                         360         68,136.12          1
                                       9.750            585.94        105
                                       9.500            585.94
    CONNERSVILLE     IN   47331          5            05/16/01         23
    0432813103                           05           07/01/01          0
    033705302589                         O            06/01/31
    0


    4781558          700/G01             F          243,000.00         ZZ
                                         360        242,696.86          1
                                       8.375          1,846.98        100
                                       8.125          1,846.98
    CASTAIC          CA   91384          1            05/16/01         23
    0432936805                           05           07/01/01          0
    0000163083                           O            06/01/31
    0


    4782760          E22/G01             F           61,800.00         ZZ
                                         360         61,750.67          1
                                      10.500            565.31        103
                                      10.250            565.31
    MUSKEGON         MI   49442          1            05/10/01         23
    0412490542                           05           07/01/01          0
    0412490542                           O            06/01/31
    0


    4782776          E22/G01             F          116,950.00         T
                                         360        116,834.49          1
                                       9.500            983.38        100
                                       9.250            983.38
    SOUTH LAKE TAHO  CA   96150          1            05/02/01         23
    0412583262                           01           07/01/01          0
    0412583262                           O            06/01/31
    0


    4782779          E22/G01             F          114,950.00         ZZ
                                         360        114,839.42          1
                                       9.625            977.06         95
                                       9.375            977.06
    ROYAL OAK        MI   48073          1            05/10/01         23
    0412590697                           05           07/01/01          0
    0412590697                           N            06/01/31
    0
1




    4782782          E22/G01             F           86,000.00         ZZ
                                         360         85,917.27          1
                                       9.625            730.99        100
                                       9.125            730.99
    DELRAY BEACH     FL   33445          1            05/10/01         23
    0412595225                           09           07/01/01          0
    0412595225                           O            06/01/31
    0


    4782789          E22/G01             F          134,900.00         ZZ
                                         360        134,770.22          1
                                       9.625          1,146.64         95
                                       9.375          1,146.64
    RED OAK          TX   75154          1            05/08/01         23
    0412608184                           05           07/01/01          0
    0412608184                           N            06/01/31
    0


    4782790          E22/G01             F          133,950.00         ZZ
                                         360        133,821.15          1
                                       9.625          1,138.56         95
                                       9.375          1,138.56
    RED OAK          TX   75154          1            05/08/01         23
    0412608192                           05           07/01/01          0
    0412608192                           N            06/01/31
    0


    4782793          E22/G01             F           99,950.00         ZZ
                                         360         99,843.21          1
                                       9.125            813.23        107
                                       8.875            813.23
    PLAINFIELD TWP   MI   49341          1            05/10/01         23
    0412610891                           05           07/01/01          0
    0412610891                           O            06/01/31
    0


    4782804          E22/G01             F           97,900.00         ZZ
                                         360         97,800.74          1
                                       9.375            814.28        100
                                       8.875            814.28
    MEMPHIS          TN   38141          1            05/10/01         23
    0412626160                           05           07/01/01          0
    0412626160                           O            06/01/31
    0


    4782806          E22/G01             F           99,900.00         ZZ
                                         360         99,787.57          1
1


                                       8.875            794.85        100
                                       8.625            794.85
    LAKE PARK        FL   33403          1            05/10/01         23
    0412629941                           05           07/01/01          0
    0412629941                           O            06/01/31
    0


    4782925          E82/G01             F          118,750.00         ZZ
                                         360        118,626.39          1
                                       9.250            976.93         95
                                       9.000            976.93
    ATWATER          CA   95301          1            05/09/01         23
    0400414272                           05           07/01/01          0
    0400414272                           N            06/01/31
    0


    4783050          N67/G01             F          197,900.00         ZZ
                                         360        197,605.66          1
                                       9.500          1,664.05        100
                                       9.250          1,664.05
    GLENDALE         AZ   85310          1            04/25/01         23
    0432817559                           03           06/01/01          0
    1780006016                           O            05/01/31
    0


    4783054          808/G01             F          183,000.00         ZZ
                                         360        182,713.17          1
                                       9.250          1,505.50        100
                                       9.000          1,505.50
    CORONA           CA   92882          1            04/26/01         23
    0432836591                           03           06/01/01          0
    9318456                              O            05/01/31
    0


    4783171          642/G01             F          167,883.00         ZZ
                                         360        167,721.50          1
                                       9.625          1,426.99        107
                                       9.375          1,426.99
    INDIANOLA        PA   15051          1            05/02/01         23
    0432818060                           05           07/01/01          0
    04107201                             O            06/01/31
    0


    4783190          P23/G01             F           90,300.00         ZZ
                                         360         90,150.59          1
                                       8.990            725.92        107
                                       8.740            725.92
    CINCINNATI       OH   45236          1            04/30/01         23
    0432927895                           05           06/01/01          0
1


    010001105                            O            05/01/31
    0


    4783373          P87/G01             F           65,340.00         ZZ
                                         180         65,239.09          1
                                       9.750            561.38         99
                                       9.500            561.38
    HIAWATHA         IA   52233          1            05/04/01         23
    0432847895                           01           06/01/01          0
    HE31351                              O            05/01/16
    0


    4783469          P87/G01             F           82,400.00         ZZ
                                         180         82,298.20          1
                                      10.375            746.06        103
                                      10.125            746.06
    GREEN BAY        WI   54313          1            04/27/01         23
    0432834083                           05           06/01/01          0
    HE31046                              O            05/01/16
    0


    4783818          685/G01             F          287,000.00         ZZ
                                         360        286,701.27          1
                                       9.250          2,361.08        100
                                       9.000          2,361.08
    LOS ANGELES      CA   90034          1            05/04/01         23
    0432813251                           05           07/01/01          0
    125594                               O            06/01/31
    0


    4784478          P87/G01             F           84,999.00         ZZ
                                         180         84,854.96          1
                                       8.875            676.30        100
                                       8.625            676.30
    MILWAUKEE        WI   53207          1            04/30/01         23
    0432826063                           05           06/01/01          0
    HE30630                              O            05/01/16
    0


    4784528          964/G01             F          109,000.00         T
                                         360        108,889.47          1
                                       9.375            906.61        100
                                       9.125            906.61
    NAMPA            ID   83686          1            05/15/01         23
    0432873966                           05           07/01/01          0
    125532                               O            06/01/31
    0


1


    4784689          P87/G01             F           45,345.00         ZZ
                                         180         45,273.90          1
                                       9.250            373.05        100
                                       9.000            373.05
    GREENVILLE       PA   16125          1            04/30/01         23
    0432891117                           05           06/01/01          0
    HE30512                              O            05/01/16
    0


    4785553          N67/G01             F          109,000.00         ZZ
                                         360        108,745.04          1
                                       9.375            906.61        100
                                       9.125            906.61
    LAS VEGAS        NV   89122          1            05/01/01         23
    0432852242                           05           06/01/01          0
    1380002406                           O            05/01/31
    0


    4786375          808/G01             F          311,000.00         ZZ
                                         360        310,649.99          1
                                       8.875          2,474.46        104
                                       8.625          2,474.46
    PEORIA           AZ   85382          1            05/25/01         23
    0432909596                           03           07/01/01          0
    9502900                              O            06/01/31
    0


    4786559          685/G01             F          139,850.00         ZZ
                                         360        139,692.62          2
                                       8.875          1,112.71        100
                                       8.625          1,112.71
    PARAMOUNT        CA   90723          1            05/02/01         23
    0432832210                           05           07/01/01          0
    125072                               O            06/01/31
    0


    4786873          R54/G01             F           78,280.00         ZZ
                                         360         78,206.66          1
                                       9.750            672.55         95
                                       9.500            672.55
    BATON ROUGE      LA   70816          1            05/25/01         23
    0432917862                           09           07/01/01          0
    2000001789                           N            06/01/31
    0


    4787170          N67/G01             F          116,350.00         ZZ
                                         360        116,190.12          1
                                       9.875          1,010.32        103
                                       9.625          1,010.32
1


    NORTH RICHLAND   TX   78180          1            05/01/01         23
    0432817716                           05           06/01/01          0
    1160003939                           O            05/01/31
    0


    4787495          253/G01             F           56,650.00         ZZ
                                         360         56,592.55          1
                                       9.375            471.19        103
                                       9.125            471.19
    BURLESON         TX   76028          1            05/17/01         23
    0432900678                           05           07/01/01          0
    970548                               O            06/01/31
    0


    4787829          F34/G01             F          123,000.00         ZZ
                                         360        122,878.51          1
                                       9.500          1,034.25         92
                                       9.250          1,034.25
    BOCA RATON       FL   33428          1            05/24/01         04
    0432929024                           09           07/01/01         30
    30104050                             O            06/01/31
    0


    4788857          S02/G01             F          219,350.00         ZZ
                                         360        219,139.00          1
                                       9.625          1,864.45        107
                                       9.375          1,864.45
    LAGUNA NIGUEL    CA   92677          1            05/17/01         23
    0432863041                           01           07/01/01          0
    01105013                             O            06/01/31
    0


    4789199          E87/G01             F           52,250.00         ZZ
                                         360         52,194.19          1
                                       9.125            425.12         95
                                       8.875            425.12
    MCALLEN          TX   78501          1            05/24/01         23
    0432851491                           05           07/01/01          0
    01050168                             O            06/01/31
    0


    4790164          E22/G01             F           82,350.00         ZZ
                                         360         82,266.49          1
                                       9.375            684.95        107
                                       9.125            684.95
    MIAMI            FL   33176          1            05/11/01         23
    0412506248                           05           07/01/01          0
    0412506248                           O            06/01/31
    0
1




    4790177          E22/G01             F          105,050.00         ZZ
                                         360        104,961.53          1
                                      10.250            941.35        103
                                       9.750            941.35
    SACRAMENTO       CA   95815          2            05/02/01         23
    0412562688                           05           07/01/01          0
    0412562688                           O            06/01/31
    0


    4790195          E22/G01             F           69,010.00         ZZ
                                         360         68,943.61          1
                                       9.625            586.58        103
                                       9.375            586.58
    HOUSTON          TX   77071          1            05/11/01         23
    0412584989                           09           07/01/01          0
    0412584989                           O            06/01/31
    0


    4790214          E22/G01             F           48,050.00         ZZ
                                         360         47,995.92          1
                                       8.875            382.31        100
                                       8.625            382.31
    OXFORD           AL   36203          1            05/11/01         23
    0412609786                           05           07/01/01          0
    0412609786                           O            06/01/31
    0


    4790231          E22/G01             F          284,600.00         ZZ
                                         360        284,287.91          1
                                       9.000          2,289.96        102
                                       8.750          2,289.96
    ROSEVILLE        CA   95661          1            05/09/01         23
    0412633125                           05           07/01/01          0
    0412633125                           O            06/01/31
    0


    4790310          E82/G01             F          109,250.00         ZZ
                                         360        109,136.30          1
                                       9.250            898.77         95
                                       9.000            898.77
    MERCED           CA   95340          1            05/10/01         23
    0400414355                           09           07/01/01          0
    0400414355                           N            06/01/31
    0


    4790559          E58/G01             F          245,000.00         ZZ
                                         360        244,776.46          1
1


                                       9.875          2,127.46        100
                                       9.625          2,127.46
    BAILEY           CO   80421          1            05/16/01         23
    0432919470                           05           07/01/01          0
    18578336                             O            06/01/31
    0


    4791788          F34/G01             F          115,900.00         ZZ
                                         360        115,785.53          1
                                       9.500            974.55        100
                                       9.250            974.55
    DELRAY BEACH     FL   33445          1            05/09/01         23
    0432902369                           09           07/01/01          0
    30104036                             O            06/01/31
    0


    4791885          K15/G01             F          182,300.00         ZZ
                                         360        182,094.84          1
                                       8.875          1,450.46        106
                                       8.625          1,450.46
    CHAMPLIN         MN   55316          5            05/16/01         23
    0432813541                           05           07/01/01          0
    013105304140                         O            06/01/31
    0


    4792066          147/G01             F          107,000.00         ZZ
                                         360        106,888.61          1
                                       9.250            880.27        107
                                       9.000            880.27
    PLANTATION       FL   33324          5            06/01/01         23
    0432962702                           01           07/01/01          0
    10420572                             O            06/01/31
    0


    4792162          J95/G01             F          186,000.00         ZZ
                                         360        186,000.00          1
                                       8.875          1,479.90        104
                                       8.625          1,479.90
    HOWELL           MI   48843          5            07/11/01         23
    0433017118                           05           09/01/01          0
    0027100528                           O            08/01/31
    0


    4792639          U05/G01             F           69,500.00         ZZ
                                         360         69,465.82          1
                                       9.500            584.39        100
                                       9.250            584.39
    INDIANAPOLIS     IN   46268          1            06/28/01         23
    0432997377                           09           08/01/01          0
1


    3129122                              O            07/01/31
    0


    4792666          940/G01             F          113,300.00         ZZ
                                         360        113,182.07          1
                                       9.250            932.09        103
                                       9.000            932.09
    HESPERIA         CA   92345          1            05/16/01         23
    0432857225                           05           07/01/01          0
    65010065                             O            06/01/31
    0


    4792937          G75/G01             F          151,100.00         ZZ
                                         360        150,934.30          1
                                       9.000          1,215.79        100
                                       8.750          1,215.79
    FORT WASHINGTON  MD   20744          1            05/30/01         23
    0432875292                           05           07/01/01          0
    04367947                             O            06/01/31
    0


    4793163          964/G01             F          172,000.00         ZZ
                                         360        171,825.60          1
                                       9.375          1,430.61        100
                                       9.125          1,430.61
    LONG BEACH       CA   90805          1            05/14/01         23
    0432875565                           05           07/01/01          0
    120711                               O            06/01/31
    0


    4794217          642/G01             F          212,930.00         ZZ
                                         360        212,729.48          1
                                       9.875          1,848.97        106
                                       9.625          1,848.97
    NATIONAL CITY    CA   91950          5            05/15/01         23
    0432906733                           05           07/01/01          0
    04103301                             O            06/01/31
    0


    4795500          F34/G01             F          147,000.00         ZZ
                                         360        146,854.81          1
                                       9.500          1,236.06        100
                                       9.250          1,236.06
    COLLEGE PARK     GA   30349          1            05/18/01         23
    0432887719                           05           07/01/01          0
    30105019                             O            06/01/31
    0


1


    4795529          N67/G01             F          154,480.00         ZZ
                                         360        154,278.71          1
                                      10.125          1,369.96        103
                                       9.875          1,369.96
    LAS VEGAS        NV   89110          1            05/03/01         23
    0432819548                           05           06/01/01          0
    1380002421                           O            05/01/31
    0


    4796859          700/G01             F          241,900.00         ZZ
                                         360        241,760.82          1
                                       8.750          1,903.03        103
                                       8.500          1,903.03
    ROSEVILLE        CA   95678          1            06/06/01         23
    0432994978                           05           08/01/01          0
    00258494                             O            07/01/31
    0


    4797472          700/G01             F          208,000.00         ZZ
                                         360        207,789.10          1
                                       9.375          1,730.04        100
                                       9.125          1,730.04
    THOUSAND OAKS    CA   91320          1            05/20/01         23
    0432952588                           01           07/01/01          0
    00259090                             O            06/01/31
    0


    4797706          E22/G01             F          135,000.00         ZZ
                                         360        134,880.06          1
                                      10.000          1,184.72        103
                                       9.750          1,184.72
    CORYDON          IN   47112          2            05/09/01         23
    0412517831                           05           07/01/01          0
    0412517831                           O            06/01/31
    0


    4797722          E22/G01             F           67,400.00         ZZ
                                         360         67,333.42          1
                                       9.500            566.74        107
                                       9.000            566.74
    SEBRING          FL   33872          5            05/09/01         23
    0412574527                           05           07/01/01          0
    0412574527                           O            06/01/31
    0


    4797730          E22/G01             F          132,870.00         ZZ
                                         360        132,742.19          1
                                       9.625          1,129.38        103
                                       9.375          1,129.38
1


    MODESTO          CA   95355          1            05/07/01         23
    0412581084                           05           07/01/01          0
    0412581084                           O            06/01/31
    0


    4797744          E22/G01             F           92,150.00         ZZ
                                         360         92,058.98          1
                                       9.500            774.85         95
                                       9.250            774.85
    COLTON           CA   92324          1            05/04/01         23
    0412594905                           05           07/01/01          0
    0412594905                           N            06/01/31
    0


    4797756          E22/G01             F          225,000.00         ZZ
                                         360        224,777.78          1
                                       9.500          1,891.92        100
                                       9.250          1,891.92
    SO. LAKE TAHOE   CA   96150          1            05/08/01         23
    0412603185                           05           07/01/01          0
    0412603185                           O            06/01/31
    0


    4797758          E22/G01             F          184,000.00         ZZ
                                         360        183,798.23          1
                                       9.000          1,480.51        107
                                       8.500          1,480.51
    RANCHO CORDOVA   CA   95670          1            05/10/01         23
    0412603763                           05           07/01/01          0
    0412603763                           O            06/01/31
    0


    4797777          E22/G01             F           89,950.00         ZZ
                                         360         89,811.76          1
                                       9.875            781.08        100
                                       9.625            781.08
    CASTLE HAYNE     NC   28429          5            05/08/01         23
    0412619686                           05           07/01/01          0
    0412619686                           O            06/01/31
    0


    4797790          E22/G01             F          102,700.00         ZZ
                                         360        102,590.28          1
                                       9.125            835.60         96
                                       8.875            835.60
    FORT WORTH       TX   76108          2            05/09/01         23
    0412632069                           05           07/01/01          0
    0412632069                           O            06/01/31
    0
1




    4797792          E22/G01             F           47,400.00         ZZ
                                         360         47,353.20          1
                                       9.500            398.56         95
                                       9.250            398.56
    INDIANAPOLIS     IN   46208          1            05/14/01         23
    0412637811                           05           07/01/01          0
    0412637811                           N            06/01/31
    0


    4797798          E22/G01             F          115,000.00         ZZ
                                         360        114,886.43          1
                                       9.500            966.98        100
                                       9.250            966.98
    STONE MOUNTAIN   GA   30083          1            05/14/01         23
    0412644247                           05           07/01/01          0
    0412644247                           O            06/01/31
    0


    4799475          737/G01             F           92,700.00         ZZ
                                         360         92,623.99          1
                                      10.375            839.31        103
                                      10.125            839.31
    TULSA            OK   74105          1            05/21/01         23
    0432831980                           05           07/01/01          0
    0001768720                           O            06/01/31
    0


    4799620          U28/G01             F          126,700.00         ZZ
                                         360        126,571.52          1
                                       9.375          1,053.83        100
                                       9.125          1,053.83
    DOUGLASVILLE     GA   30135          1            05/25/01         23
    0432900777                           05           07/01/01          0
    1                                    O            06/01/31
    0


    4799621          685/G01             F           89,500.00         ZZ
                                         360         89,396.63          1
                                       8.750            704.10        100
                                       8.500            704.10
    WORLAND          WY   82401          1            05/30/01         23
    0432844009                           05           07/01/01          0
    125736                               O            06/01/31
    0


    4800558          U28/G01             F           55,550.00         ZZ
                                         360         55,495.14          1
1


                                       9.500            467.09         95
                                       9.250            467.09
    RIVERDALE        GA   30274          1            05/18/01         23
    0432899888                           01           07/01/01          0
    1                                    N            06/01/31
    0


    4800738          642/G01             F           74,900.00         ZZ
                                         360         74,808.92          1
                                       8.500            575.92        107
                                       8.250            575.92
    FORT MYERS       FL   33907          1            05/31/01         23
    0432913697                           05           07/01/01          0
    05050701                             O            06/01/31
    0


    4800842          964/G01             F          246,100.00         ZZ
                                         360        245,837.08          1
                                       9.125          2,002.35        107
                                       8.875          2,002.35
    FREMONT          CA   94536          1            05/31/01         23
    0432872539                           01           07/01/01          0
    125455                               O            06/01/31
    0


    4801984          950/G01             F          148,700.00         ZZ
                                         360        148,504.80          1
                                       8.125          1,104.09        107
                                       7.875          1,104.09
    PUYALLUP         WA   98373          1            05/23/01         23
    0432911055                           05           07/01/01          0
    N4104017                             O            06/01/31
    0


    4802641          U35/G01             F           89,610.00         ZZ
                                         360         89,557.01          1
                                      11.875            913.13        103
                                      11.625            913.13
    KAUKAUNA         WI   54130          5            05/18/01         23
    0432869832                           05           07/01/01          0
    1                                    O            06/01/31
    0


    4803740          E86/G01             F          112,270.00         ZZ
                                         360        112,164.82          1
                                       9.750            964.57        103
                                       9.500            964.57
    AURORA           IL   60504          1            05/23/01         23
    0432858512                           09           07/01/01          0
1


    000115180                            O            06/01/31
    0


    4803790          J95/G01             F          145,000.00         ZZ
                                         360        144,871.17          1
                                      10.000          1,272.48        100
                                       9.750          1,272.48
    CARSON CITY      NV   89701          1            05/21/01         23
    0432919264                           05           07/01/01          0
    0023477268                           O            06/01/31
    0


    4804026          P57/G01             F           85,600.00         ZZ
                                         180         85,481.71          1
                                       9.850            741.74        107
                                       9.600            741.74
    GRAND RAPIDS     MI   49504          1            05/07/01         23
    0432836724                           05           06/07/01          0
    9910091                              O            05/07/16
    0


    4804027          P57/G01             F           75,435.00         ZZ
                                         180         75,332.23          1
                                       9.990            661.44        107
                                       9.740            661.44
    IONIA            MI   48846          1            05/02/01         23
    0432873081                           05           06/02/01          0
    9910172                              O            05/02/16
    0


    4805321          E22/G01             F          394,508.00         ZZ
                                         360        394,086.51          1
                                       9.125          3,209.85        100
                                       8.875          3,209.85
    VALLEJO          CA   94591          1            05/11/01         23
    0412535387                           05           07/01/01          0
    0412535387                           O            06/01/31
    0


    4805324          E22/G01             F           46,550.00         ZZ
                                         360         46,504.02          1
                                       9.500            391.42         95
                                       9.250            391.42
    MISHAWAKA        IN   46545          1            05/15/01         23
    0412540841                           05           07/01/01          0
    0412540841                           N            06/01/31
    0


1


    4805356          E22/G01             F          102,050.00         ZZ
                                         360        101,949.22          1
                                       9.500            858.09        107
                                       9.250            858.09
    SPARTANBURG      SC   29303          1            05/15/01         23
    0412596363                           05           07/01/01          0
    0412596363                           O            06/01/31
    0


    4805359          E22/G01             F          182,000.00         ZZ
                                         360        181,820.25          1
                                       9.500          1,530.35        100
                                       9.000          1,530.35
    PALMDALE         CA   93550          1            05/10/01         23
    0412599797                           05           07/01/01          0
    0412599797                           O            06/01/31
    0


    4805365          E22/G01             F          142,400.00         ZZ
                                         360        142,303.39          1
                                      11.250          1,383.08         95
                                      10.750          1,383.08
    NARBERTH         PA   19072          1            05/15/01         23
    0412608390                           07           07/01/01          0
    0412608390                           O            06/01/31
    0


    4805374          E22/G01             F           57,000.00         ZZ
                                         360         56,943.70          1
                                       9.500            479.29         95
                                       9.000            479.29
    LAKE WORTH       FL   33460          1            05/14/01         23
    0412614752                           05           07/01/01          0
    0412614752                           N            06/01/31
    0


    4805376          E22/G01             F           61,800.00         ZZ
                                         360         61,750.67          1
                                      10.500            565.31        103
                                      10.250            565.31
    CALUMET          IL   60409          1            05/15/01         23
    0412614919                           05           07/01/01          0
    0412614919                           O            06/01/31
    0


    4805388          E22/G01             F           74,900.00         ZZ
                                         360         74,824.06          1
                                       9.375            622.98        107
                                       8.875            622.98
1


    GRAPEVINE        TX   76051          1            05/10/01         23
    0412624546                           05           07/01/01          0
    0412624546                           O            06/01/31
    0


    4805389          E22/G01             F          207,550.00         ZZ
                                         360        207,115.70          1
                                       8.875          1,651.36        107
                                       8.625          1,651.36
    AURORA           CO   80013          2            05/10/01         23
    0412626905                           05           07/01/01          0
    0412626905                           O            06/01/31
    0


    4805392          E22/G01             F           46,350.00         ZZ
                                         360         46,308.83          1
                                      10.000            406.75        103
                                       9.750            406.75
    WHITTEMORE       MI   48770          1            05/15/01         23
    0412629123                           05           07/01/01          0
    0412629123                           O            06/01/31
    0


    4805397          E22/G01             F          397,000.00         ZZ
                                         360        396,575.86          1
                                       9.125          3,230.12        104
                                       8.875          3,230.12
    NEW ORLEANS      LA   70131          1            05/15/01         23
    0412629719                           03           07/01/01          0
    0412629719                           O            06/01/31
    0


    4805399          E22/G01             F          397,500.00         ZZ
                                         360        397,117.61          1
                                       9.625          3,378.71        100
                                       9.375          3,378.71
    EXCELSIOR        MN   55331          1            05/15/01         23
    0412632101                           05           07/01/01          0
    0412632101                           O            06/01/31
    0


    4805408          E22/G01             F           69,900.00         ZZ
                                         360         69,832.77          1
                                       9.625            594.14        100
                                       9.375            594.14
    BILLINGS         MT   59101          1            05/15/01         23
    0412644957                           05           07/01/01          0
    0412644957                           O            06/01/31
    0
1




    4805409          E22/G01             F           56,500.00         ZZ
                                         360         56,447.07          1
                                       9.750            485.42        106
                                       9.500            485.42
    THREE RIVERS     MI   49093          1            05/15/01         23
    0412646432                           05           07/01/01          0
    0412646432                           O            06/01/31
    0


    4806481          561/G01             F          145,900.00         ZZ
                                         360        145,752.05          1
                                       9.375          1,213.53        100
                                       9.125          1,213.53
    ODENTON          MD   21113          1            05/11/01         23
    0432839629                           09           07/01/01          0
    18579144                             O            06/01/31
    0


    4806489          737/G01             F          173,500.00         ZZ
                                         360        173,261.59          1
                                       9.875          1,506.58        103
                                       9.625          1,506.58
    BIRMINGHAM       AL   35242          1            04/26/01         23
    0432831717                           03           06/01/01          0
    2021718                              O            05/01/31
    0


    4806927          737/G01             F          193,000.00         ZZ
                                         360        192,689.53          1
                                       9.125          1,570.31         82
                                       8.875          1,570.31
    LAWRENCEVILLE    GA   30043          1            05/01/01         23
    0432910487                           05           06/01/01          0
    2023188                              O            05/01/31
    0


    4807046          147/G01             F          247,000.00         ZZ
                                         360        246,736.10          1
                                       9.125          2,009.68        100
                                       8.875          2,009.68
    NORTH HILLS      CA   91343          1            05/31/01         23
    0432913853                           05           07/01/01          0
    10422652                             O            06/01/31
    0


    4807649          642/G01             F          129,000.00         ZZ
                                         360        128,894.21          1
1


                                      10.375          1,167.98        100
                                      10.125          1,167.98
    CHARLOTTE        NC   28273          1            05/11/01         23
    0432828846                           05           07/01/01          0
    04207801                             O            06/01/31
    0


    4808334          R17/G01             F          294,250.00         ZZ
                                         360        293,751.42          1
                                       8.875          2,341.19        107
                                       8.625          2,341.19
    SAN DIEGO        CA   92127          1            04/06/01         23
    0432891513                           05           06/01/01          0
    1000034460                           O            05/01/31
    0


    4808766          642/G01             F          284,900.00         ZZ
                                         360        284,249.67          1
                                       9.500          2,395.59        100
                                       9.250          2,395.59
    REDMOND          WA   98052          1            05/09/01         23
    0432815215                           05           07/01/01          0
    03203801                             O            06/01/31
    0


    4810048          E87/G01             F          108,500.00         ZZ
                                         360        108,384.08          1
                                       9.125            882.79        100
                                       8.875            882.79
    JUSTIN           TX   76247          1            05/22/01         23
    0432895522                           05           07/01/01          0
    014040571                            O            06/01/31
    0


    4810535          F34/G01             F           96,000.00         ZZ
                                         360         95,905.19          1
                                       9.500            807.22        100
                                       9.250            807.22
    KANSAS CITY      MO   64137          1            05/22/01         23
    0432887636                           05           07/01/01          0
    1                                    O            06/01/31
    0


    4810553          950/G01             F          129,650.00         ZZ
                                         360        129,488.28          1
                                       8.375            985.43         95
                                       8.125            985.43
    KENT             WA   98032          1            05/29/01         23
    0433033479                           05           07/01/01          0
1


    N4105025                             N            06/01/31
    0


    4811448          E45/G01             F          142,200.00         ZZ
                                         360        142,070.27          1
                                       9.875          1,234.79         90
                                       9.625          1,234.79
    LINDENHURST      IL   60046          1            05/31/01         23
    0432895654                           05           07/01/01          0
    139859                               O            06/01/31
    0


    4811572          808/G01             F          213,750.00         ZZ
                                         360        213,503.13          1
                                       8.750          1,681.58        100
                                       8.500          1,681.58
    MOORPARK         CA   93021          1            05/21/01         23
    0432844736                           03           07/01/01          0
    9502958                              O            06/01/31
    0


    4811699          808/G01             F          144,400.00         ZZ
                                         360        144,253.59          1
                                       9.375          1,201.05         95
                                       9.125          1,201.05
    OAK PARK         CA   91377          1            05/22/01         23
    0432846848                           01           07/01/01          0
    WILSON                               O            06/01/31
    0


    4811808          U05/G01             F          152,000.00         ZZ
                                         360        151,925.23          1
                                       9.500          1,278.10         95
                                       9.250          1,278.10
    MIAMI SHORES     FL   33150          1            06/04/01         23
    0432887610                           05           08/01/01          0
    3134384                              N            07/01/31
    0


    4813527          286/G01             F           81,782.00         ZZ
                                         360         81,658.71          1
                                       9.500            687.67        103
                                       9.250            687.67
    STEVENS POINT    WI   54481          1            04/30/01         23
    0432815025                           05           06/01/01          0
    278059                               O            05/01/31
    0


1


    4814151          S02/G01             F          147,100.00         ZZ
                                         360        146,942.85          1
                                       9.125          1,196.85        100
                                       8.875          1,196.85
    ANTIOCH          TN   37013          1            05/11/01         23
    0432858868                           05           07/01/01          0
    01104159                             O            06/01/31
    0


    4814246          808/G01             F          190,000.00         ZZ
                                         360        189,780.56          1
                                       8.750          1,494.74        100
                                       8.500          1,494.74
    NEWMAN           CA   95360          1            05/22/01         23
    0432872364                           05           07/01/01          0
    9421260                              O            06/01/31
    0


    4814327          T24/G01             F          147,660.00         ZZ
                                         360        147,428.58          1
                                       9.250          1,214.76        107
                                       9.000          1,214.76
    ALEXANDRIA       VA   22309          1            04/30/01         23
    0432887008                           09           06/01/01          0
    09953653                             O            05/01/31
    0


    4814746          642/G01             F          107,000.00         ZZ
                                         360        106,950.08          1
                                       9.750            919.30        107
                                       9.500            919.30
    EDGERTON         OH   43517          5            06/19/01         23
    0432986354                           05           08/01/01          0
    05055301                             O            07/01/31
    0


    4814922          Q78/G01             F          254,660.00         ZZ
                                         360        254,279.42          1
                                       8.990          2,047.22        107
                                       8.740          2,047.22
    WHEAT RIDGE      CO   80033          5            05/11/01         23
    0432830487                           03           07/01/01          0
    686261                               O            06/01/31
    0


    4815505          M43/G01             F          105,235.00         ZZ
                                         360        105,128.28          1
                                       9.375            875.30        104
                                       9.125            875.30
1


    FAIRFAX          VA   22033          1            05/25/01         23
    0432869071                           01           07/01/01          0
    701229927                            O            06/01/31
    0


    4815626          Q78/G01             F          192,600.00         ZZ
                                         360        192,382.06          1
                                       9.240          1,583.08        105
                                       8.990          1,583.08
    LAKE IN THE HIL  IL   60102          5            05/04/01         23
    0432829117                           05           07/01/01          0
    685750                               O            06/01/31
    0


    4816678          737/G01             F           33,250.00         ZZ
                                         360         33,216.28          1
                                       9.375            276.56         95
                                       9.125            276.56
    PASADENA         TX   77506          1            05/23/01         14
    0432855617                           05           07/01/01         30
    2024958                              O            06/01/31
    0


    4816716          E22/G01             F          137,800.00         ZZ
                                         360        137,644.92          1
                                       8.875          1,096.40        105
                                       8.625          1,096.40
    LINCOLN          CA   95648          1            05/03/01         23
    0412602898                           07           07/01/01          0
    0412602898                           O            06/01/31
    0


    4816725          E22/G01             F          171,495.00         ZZ
                                         360        171,334.33          1
                                       9.750          1,473.41        103
                                       9.250          1,473.41
    EULESS           TX   76040          1            05/14/01         23
    0412617243                           05           07/01/01          0
    0412617243                           O            06/01/31
    0


    4816731          E22/G01             F          141,500.00         ZZ
                                         360        141,311.74          1
                                       9.500          1,189.81        105
                                       9.000          1,189.81
    SALT LAKE CITY   UT   84102          5            05/08/01         23
    0412625220                           05           07/01/01          0
    0412625220                           O            06/01/31
    0
1




    4816736          E22/G01             F           61,300.00         ZZ
                                         360         61,241.04          1
                                       9.625            521.04        100
                                       9.375            521.04
    O'FALLON         MO   63366          1            05/16/01         23
    0412627192                           01           07/01/01          0
    0412627192                           O            06/01/31
    0


    4816743          E22/G01             F          104,500.00         ZZ
                                         360        104,396.79          1
                                       9.500            878.69         95
                                       9.250            878.69
    MESQUITE         TX   75181          1            05/16/01         23
    0412635872                           05           07/01/01          0
    0412635872                           N            06/01/31
    0


    4816751          E22/G01             F          223,250.00         ZZ
                                         360        223,029.51          1
                                       9.500          1,877.21        100
                                       9.250          1,877.21
    DENVER           CO   80249          1            05/16/01         23
    0412645012                           03           07/01/01          0
    0412645012                           O            06/01/31
    0


    4816753          E22/G01             F          100,950.00         ZZ
                                         360        100,855.42          1
                                       9.750            867.32        100
                                       9.500            867.32
    CHEYENNE         WY   82007          1            05/16/01         23
    0412649535                           05           07/01/01          0
    0412649535                           O            06/01/31
    0


    4816758          E22/G01             F           77,000.00         ZZ
                                         360         76,925.93          1
                                       9.625            654.49        105
                                       9.375            654.49
    NEW BRAUNFELS    TX   78130          1            05/15/01         23
    0412659575                           05           07/01/01          0
    0412659575                           O            06/01/31
    0


    4817652          624/G01             F          129,750.00         ZZ
                                         360        129,572.64          1
1


                                       9.750          1,114.75        103
                                       9.500          1,114.75
    WENATCHEE        WA   98801          1            05/22/01         23
    0432835122                           05           07/01/01          0
    85700510263F                         O            06/01/31
    0


    4817717          N74/G01             F          109,489.00         ZZ
                                         360        109,391.73          1
                                      10.000            960.84        103
                                       9.750            960.84
    MAUMELLE         AR   72113          5            05/22/01         23
    0432906816                           05           07/01/01          0
    0028837010                           O            06/01/31
    0


    4820166          N67/G01             F          159,700.00         ZZ
                                         360        159,529.39          1
                                       9.125          1,299.37        100
                                       8.875          1,299.37
    CHANDLER         AZ   85249          1            05/07/01         23
    0432897635                           03           07/01/01          0
    1780006275                           O            06/01/31
    0


    4820198          G75/G01             F          124,150.00         ZZ
                                         360        124,013.87          1
                                       9.000            998.94        100
                                       8.750            998.94
    MECHANICSVILLE   VA   23111          1            05/24/01         23
    0432871671                           05           07/01/01          0
    04370413                             O            06/01/31
    0


    4820789          U59/G01             F          110,500.00         ZZ
                                         360        110,393.70          1
                                       9.625            939.24        100
                                       9.375            939.24
    ULSTER PARK      NY   12487          1            05/31/01         23
    0432882868                           05           07/01/01          0
    01933800853774                       O            06/01/31
    0


    4820879          E22/G01             F          118,100.00         ZZ
                                         360        117,967.09          1
                                       8.875            939.66        107
                                       8.375            939.66
    MIAMI            FL   33169          1            05/17/01         23
    0412565715                           05           07/01/01          0
1


    0412565715                           O            06/01/31
    0


    4820881          E22/G01             F           87,550.00         ZZ
                                         360         87,478.21          1
                                      10.375            792.68        103
                                      10.125            792.68
    PHOENIX          AZ   85006          2            05/03/01         23
    0412581191                           05           07/01/01          0
    0412581191                           O            06/01/31
    0


    4820889          E22/G01             F          128,400.00         ZZ
                                         360        128,266.35          1
                                       9.250          1,056.32        107
                                       9.000          1,056.32
    HOT SPRINGS      AR   71901          1            05/17/01         23
    0412611915                           05           07/01/01          0
    0412611915                           O            06/01/31
    0


    4820898          E22/G01             F          183,340.00         ZZ
                                         360        183,149.18          1
                                       9.250          1,508.29        103
                                       9.000          1,508.29
    MODESTO          CA   95351          1            05/11/01         23
    0412621328                           05           07/01/01          0
    0412621328                           O            06/01/31
    0


    4820905          E22/G01             F          236,900.00         ZZ
                                         360        236,663.86          1
                                       9.625          2,013.62        100
                                       9.375          2,013.62
    COMMERCE TOWNSH  MI   48382          1            05/17/01         23
    0412635997                           05           07/01/01          0
    0412635997                           O            06/01/31
    0


    4821660          S20/G01             F           41,090.00         ZZ
                                         360         41,040.57          1
                                      10.500            375.87        103
                                      10.250            375.87
    GREENVILLE       SC   29605          1            05/30/01         23
    0432872562                           05           06/30/01          0
    0111626                              O            05/30/31
    0


1


    4821780          685/G01             F          189,450.00         ZZ
                                         360        189,142.26          1
                                       9.000          1,524.36        100
                                       8.750          1,524.36
    BELLFLOWER       CA   90706          1            05/29/01         23
    0432868677                           01           07/01/01          0
    125779                               O            06/01/31
    0


    4821952          700/G01             F          190,000.00         ZZ
                                         360        189,780.58          1
                                       8.750          1,494.73        107
                                       8.500          1,494.73
    CLOVERDALE       CA   95425          1            05/22/01         23
    0432943165                           05           07/01/01          0
    00259012                             O            06/01/31
    0


    4822054          642/G01             F          146,055.00         ZZ
                                         360        145,977.28          1
                                       9.125          1,188.35        107
                                       8.875          1,188.35
    REDFORD          MI   48239          5            06/14/01         23
    0432984979                           05           08/01/01          0
    05050301                             O            07/01/31
    0


    4822587          964/G01             F           74,950.00         T
                                         360         74,910.11          1
                                       9.125            609.82        100
                                       8.875            609.82
    DONNELLY         ID   83615          1            06/13/01         23
    0432918464                           05           08/01/01          0
    126539                               O            07/01/31
    0


    4823417          K15/G01             F          138,700.00         ZZ
                                         360        138,539.82          1
                                       8.750          1,091.15        104
                                       8.500          1,091.15
    EATON            OH   45320          5            05/23/01         23
    0432849800                           05           07/01/01          0
    033705302547                         O            06/01/31
    0


    4823721          664/G01             F          273,600.00         ZZ
                                         360        272,307.52          1
                                       9.250          2,250.84        106
                                       9.000          2,250.84
1


    BRIGHTON         CO   80601          1            05/25/01         23
    0432908028                           03           07/01/01          0
    0008101958                           O            06/01/31
    0


    4823794          642/G01             F          159,650.00         ZZ
                                         360        159,525.95          2
                                      10.625          1,475.32        103
                                      10.375          1,475.32
    BROOKLYN         NY   11233          1            05/11/01         23
    0432825164                           05           07/01/01          0
    04136501                             O            06/01/31
    0


    4824166          U59/G01             F          112,243.00         ZZ
                                         360        112,062.42          1
                                       9.125            913.25        107
                                       8.875            913.25
    LEWISBURG        PA   17837          1            05/24/01         23
    0432861300                           05           06/24/01          0
    800852933                            O            05/24/31
    0


    4824389          950/G01             F          205,000.00         ZZ
                                         360        204,730.89          1
                                       8.125          1,522.12        105
                                       7.875          1,522.12
    SEATTLE          WA   98103          1            05/23/01         23
    0432963817                           01           07/01/01          0
    E6104028                             O            06/01/31
    0


    4824561          U62/G01             F          127,750.00         ZZ
                                         360        127,390.34          1
                                       9.375          1,062.56        103
                                       9.125          1,062.56
    RIALTO           CA   92376          2            05/08/01         23
    0432817047                           05           07/01/01          0
    2001248567                           O            06/01/31
    0


    4826150          K15/G01             F          167,900.00         ZZ
                                         360        167,746.77          1
                                       9.875          1,457.96        102
                                       9.625          1,457.96
    PETERBOROUGH     NH   03458          5            05/23/01         23
    0432842060                           05           07/01/01          0
    033105304903                         O            06/01/31
    0
1




    4826484          147/G01             F          170,451.00         ZZ
                                         360        170,248.99          1
                                       8.625          1,325.76        107
                                       8.375          1,325.76
    SNELLVILLE       GA   30039          1            05/23/01         23
    0432907038                           05           07/01/01          0
    10421986                             O            06/01/31
    0


    4826554          642/G01             F          138,000.00         ZZ
                                         360        137,863.70          2
                                       9.500          1,160.38        107
                                       9.250          1,160.38
    CHICAGO          IL   60637          1            05/23/01         23
    0432873818                           05           07/01/01          0
    03100101                             O            06/01/31
    0


    4827381          147/G01             F          125,660.00         ZZ
                                         360        125,556.95          1
                                      10.375          1,137.74        103
                                      10.125          1,137.74
    RICHMOND         VA   23236          1            05/31/01         23
    0432904753                           05           07/01/01          0
    1104230873                           O            06/01/31
    0


    4828239          Q64/G01             F          133,600.00         ZZ
                                         360        133,401.27          1
                                       9.500          1,123.39        100
                                       9.250          1,123.39
    PINE LAKE        GA   30072          1            05/01/01         23
    0432899094                           05           06/01/01          0
    0101749109                           O            05/01/31
    0


    4828357          E22/G01             F           76,200.00         ZZ
                                         360         76,126.70          1
                                       9.625            647.69        100
                                       9.375            647.69
    IRMO             SC   29063          1            05/18/01         23
    0412552655                           05           07/01/01          0
    0412552655                           O            06/01/31
    0


    4828374          E22/G01             F           54,150.00         ZZ
                                         360         54,096.53          1
1


                                       9.500            455.32         95
                                       9.000            455.32
    MEMPHIS          TN   38127          1            05/17/01         23
    0412599896                           05           07/01/01          0
    0412599896                           N            06/01/31
    0


    4828384          E22/G01             F           53,850.00         ZZ
                                         360         53,796.81          1
                                       9.500            452.80         95
                                       9.250            452.80
    MUNCIE           IN   47303          1            05/18/01         23
    0412610743                           05           07/01/01          0
    0412610743                           N            06/01/31
    0


    4828385          E22/G01             F           50,350.00         ZZ
                                         360         50,300.27          1
                                       9.500            423.37         95
                                       9.250            423.37
    MUNCIE           IN   47303          1            05/18/01         23
    0412610966                           05           07/01/01          0
    0412610966                           N            06/01/31
    0


    4828391          E22/G01             F           42,250.00         ZZ
                                         360         42,183.02          1
                                       9.250            347.58         95
                                       8.750            347.58
    AUGUSTA          GA   30901          1            05/18/01         23
    0412615577                           05           07/01/01          0
    0412615577                           N            06/01/31
    0


    4828403          E22/G01             F          213,150.00         ZZ
                                         360        212,910.12          1
                                       8.875          1,695.92         95
                                       8.375          1,695.92
    HENDERSON        NV   89014          1            05/11/01         23
    0412626962                           03           07/01/01          0
    0412626962                           N            06/01/31
    0


    4828406          E22/G01             F          154,350.00         ZZ
                                         360        154,197.56          1
                                       9.500          1,297.86        100
                                       9.250          1,297.86
    STERLING HEIGHT  MI   48313          1            05/18/01         23
    0412629149                           05           07/01/01          0
1


    0412629149                           O            06/01/31
    0


    4828409          E22/G01             F          114,350.00         ZZ
                                         360        114,237.06          1
                                       9.500            961.52        107
                                       9.000            961.52
    NORTH LAS VEGAS  NV   89030          9            05/10/01         23
    0412631871                           05           07/01/01          0
    0412631871                           O            06/01/31
    0


    4828417          E22/G01             F          150,000.00         ZZ
                                         360        149,851.86          1
                                       9.500          1,261.28        100
                                       9.250          1,261.28
    SACRAMENTO       CA   95821          1            05/15/01         23
    0412637944                           05           07/01/01          0
    0412637944                           O            06/01/31
    0


    4828425          E22/G01             F          103,950.00         ZZ
                                         360        103,841.81          1
                                       9.250            855.17        100
                                       9.000            855.17
    MISHAWAKA        IN   46544          1            05/18/01         23
    0412645483                           05           07/01/01          0
    0412645483                           O            06/01/31
    0


    4828427          E22/G01             F           79,822.00         ZZ
                                         360         79,741.06          1
                                       9.375            663.92        107
                                       9.125            663.92
    SPRING           TX   77386          1            05/16/01         23
    0412645608                           03           07/01/01          0
    0412645608                           O            06/01/31
    0


    4828436          E22/G01             F          153,150.00         ZZ
                                         360        153,013.94          1
                                      10.000          1,344.00        103
                                       9.750          1,344.00
    HINESVILLE       GA   31313          1            05/18/01         23
    0412656266                           05           07/01/01          0
    0412656266                           O            06/01/31
    0


1


    4828438          E22/G01             F           48,150.00         ZZ
                                         360         48,095.11          1
                                       9.625            409.27        107
                                       9.125            409.27
    DALLAS           TX   75243          1            05/17/01         23
    0412659120                           01           07/01/01          0
    0412659120                           O            06/01/31
    0


    4828441          E22/G01             F          287,370.00         ZZ
                                         360        287,140.60          1
                                      10.500          2,628.69        103
                                      10.250          2,628.69
    COLORADO SPRING  CO   80918          1            05/18/01         23
    0412662629                           05           07/01/01          0
    0412662629                           O            06/01/31
    0


    4828448          E22/G01             F          144,100.00         ZZ
                                         360        143,993.94          1
                                      10.875          1,358.70        103
                                      10.375          1,358.70
    FORT WORTH       TX   76108          1            05/18/01         23
    0412679441                           05           07/01/01          0
    0412679441                           O            06/01/31
    0


    4828736          Q64/G01             F          112,550.00         ZZ
                                         360        112,382.57          1
                                       9.500            946.39         95
                                       9.250            946.39
    LAWRENCEVILLE    GA   30043          1            04/24/01         23
    0432911816                           05           06/01/01          0
    0101838506                           N            05/01/31
    0


    4830711          Q64/G01             F           86,000.00         ZZ
                                         360         85,915.05          1
                                       9.500            723.14        100
                                       9.250            723.14
    WEST PALM BEACH  FL   33409          1            05/14/01         23
    0432914034                           01           07/01/01          0
    0101902807                           O            06/01/31
    0


    4831341          E58/G01             F          184,000.00         ZZ
                                         360        183,849.11          1
                                      10.375          1,665.95        100
                                      10.125          1,665.95
1


    COLLEGE PARK     MD   20740          1            05/23/01         23
    0432873941                           05           07/01/01          0
    18613182                             O            06/01/31
    0


    4831666          U42/G01             F           55,000.00         ZZ
                                         360         54,952.42          1
                                      10.125            487.75        100
                                       9.875            487.75
    DENISON          TX   75020          1            05/21/01         23
    0432954550                           05           07/01/01          0
    15100351                             O            06/01/31
    0


    4831888          147/G01             F           63,860.00         ZZ
                                         360         63,750.71          1
                                      10.250            572.26        103
                                      10.000            572.26
    ELMIRA           NY   14901          1            05/24/01         23
    0432851574                           05           07/01/01          0
    10422106                             O            06/01/31
    0


    4834114          964/G01             F          128,000.00         ZZ
                                         360        127,855.95          1
                                       8.875          1,018.43        105
                                       8.625          1,018.43
    PORTLAND         OR   97203          1            05/24/01         23
    0432879740                           05           07/01/01          0
    125478                               O            06/01/31
    0


    4834399          737/G01             F          248,000.00         ZZ
                                         360        247,878.01          1
                                       9.500          2,085.32        100
                                       9.250          2,085.32
    TORRANCE         CA   90503          1            06/07/01         23
    0432954345                           01           08/01/01          0
    0001773860                           O            07/01/31
    0


    4834829          685/G01             F          246,170.00         ZZ
                                         360        245,907.00          1
                                       9.125          2,002.92        103
                                       8.875          2,002.92
    CANYON COUNTRY   CA   91351          1            05/21/01         23
    0432852556                           05           07/01/01          0
    125747                               O            06/01/31
    0
1




    4835731          808/G01             F          124,900.00         ZZ
                                         360        124,836.92          1
                                       9.375          1,038.86        100
                                       9.125          1,038.86
    TUCSON           AZ   85730          1            06/04/01         23
    0432909190                           05           08/01/01          0
    9502983                              O            07/01/31
    0


    4836640          K15/G01             F           52,700.00         ZZ
                                         360         52,679.06          1
                                      10.500            482.07        102
                                      10.250            482.07
    OKLAHOMA CITY    OK   73127          5            05/30/01         23
    0432872240                           05           08/01/01          0
    032605302500                         O            07/01/31
    0


    4836688          U59/G01             F          185,400.00         ZZ
                                         360        185,226.29          1
                                       9.750          1,592.88        103
                                       9.500          1,592.88
    MOHEGAN LAKE     NY   10547          1            05/29/01         23
    0432873636                           05           07/01/01          0
    800851937                            O            06/01/31
    0


    4836719          G75/G01             F          206,200.00         ZZ
                                         360        205,955.63          1
                                       8.625          1,603.81        107
                                       8.375          1,603.81
    CLINTON          MD   20735          1            05/31/01         23
    0432875987                           03           07/01/01          0
    04372265                             O            06/01/31
    0


    4836780          E22/G01             F          206,000.00         ZZ
                                         360        205,791.14          1
                                       9.375          1,713.40        103
                                       9.125          1,713.40
    RICHMOND         CA   94803          1            05/02/01         23
    0412588055                           05           07/01/01          0
    0412588055                           O            06/01/31
    0


    4836815          E22/G01             F          129,780.00         ZZ
                                         360        129,670.69          1
1


                                      10.250          1,162.96        103
                                       9.750          1,162.96
    BRANDON          FL   33510          1            05/21/01         23
    0412616914                           05           07/01/01          0
    0412616914                           O            06/01/31
    0


    4836818          E22/G01             F          177,000.00         ZZ
                                         360        176,800.81          1
                                       8.875          1,408.29        105
                                       8.625          1,408.29
    CLARKS SUMMIT    PA   18411          1            05/21/01         23
    0412621260                           05           07/01/01          0
    0412621260                           O            06/01/31
    0


    4836820          E22/G01             F          273,000.00         ZZ
                                         360        272,730.38          1
                                       9.500          2,295.53        100
                                       9.250          2,295.53
    SAN DIEGO        CA   92120          1            05/07/01         23
    0412623761                           05           07/01/01          0
    0412623761                           O            06/01/31
    0


    4836851          E22/G01             F           90,100.00         ZZ
                                         360         89,806.55          2
                                       9.250            741.23        107
                                       9.000            741.23
    ROTTERDAM        NY   12306          1            05/21/01         23
    0412647109                           05           07/01/01          0
    0412647109                           O            06/01/31
    0


    4836866          E22/G01             F           64,375.00         ZZ
                                         360         64,344.56          1
                                      12.875            705.83        103
                                      12.375            705.83
    GRANBURY         TX   76049          1            05/21/01         23
    0412658411                           03           07/01/01          0
    0412658411                           O            06/01/31
    0


    4836873          E22/G01             F          130,400.00         ZZ
                                         360        130,267.79          1
                                       9.375          1,084.60        106
                                       9.125          1,084.60
    PONTIAC          MI   48034          1            05/21/01         23
    0412664963                           05           07/01/01          0
1


    0412664963                           O            06/01/31
    0


    4836876          E22/G01             F           76,500.00         ZZ
                                         360         76,426.41          1
                                       9.625            650.24        100
                                       9.375            650.24
    MARIETTA         GA   30066          1            05/21/01         23
    0412665390                           09           07/01/01          0
    0412665390                           O            06/01/31
    0


    4836877          E22/G01             F           89,500.00         ZZ
                                         360         89,424.62          1
                                      10.250            802.01        100
                                      10.000            802.01
    MILLINGTON       TN   38053          1            05/21/01         23
    0412665903                           05           07/01/01          0
    0412665903                           O            06/01/31
    0


    4836878          E22/G01             F           95,000.00         ZZ
                                         360         94,908.61          1
                                       9.625            807.49         95
                                       9.375            807.49
    IRVING           TX   75062          1            05/17/01         23
    0412668881                           05           07/01/01          0
    0412668881                           N            06/01/31
    0


    4836942          W09/G01             F           77,040.00         ZZ
                                         180         76,967.82          1
                                       9.750            661.90        107
                                       9.500            661.90
    LOGAN            OH   43138          1            05/25/01         23
    0432859809                           05           07/01/01          0
    20016510                             O            06/01/16
    0


    4837603          642/G01             F          125,000.00         ZZ
                                         360        124,897.50          1
                                      10.375          1,131.76         99
                                      10.125          1,131.76
    WASHINGTON       DC   20002          1            05/24/01         23
    0432847416                           05           07/01/01          0
    03138601                             O            06/01/31
    0


1


    4837709          K15/G01             F          160,700.00         ZZ
                                         360        160,623.99          1
                                      12.875          1,761.98        102
                                      12.625          1,761.98
    MIDLAND          MI   48642          5            05/24/01         23
    0432850022                           05           07/01/01          0
    024405301848                         O            06/01/31
    0


    4838122          T24/G01             F          222,000.00         ZZ
                                         360        221,661.06          1
                                       9.375          1,846.48        100
                                       9.125          1,846.48
    NAPA             CA   94559          1            04/19/01         23
    0432838175                           05           06/01/01          0
    09811179                             O            05/01/31
    0


    4838279          808/G01             F          235,200.00         ZZ
                                         360        234,928.37          1
                                       8.750          1,850.32        107
                                       8.500          1,850.32
    MODESTO          CA   95357          1            05/25/01         23
    0432900942                           05           07/01/01          0
    9421098                              O            06/01/31
    0


    4838796          642/G01             F          117,420.00         ZZ
                                         360        117,309.99          1
                                       9.750          1,008.82        103
                                       9.500          1,008.82
    GREENSBORO       NC   27406          5            05/11/01         23
    0432819332                           05           07/01/01          0
    04133101                             O            06/01/31
    0


    4839091          E45/G01             F           24,700.00         ZZ
                                         360         24,676.23          1
                                       9.625            209.95         95
                                       9.375            209.95
    OKLAHAMOA CITY   OK   73117          1            06/08/01         23
    0432993160                           05           07/01/01          0
    141270                               N            06/01/31
    0


    4839378          642/G01             F          156,560.00         ZZ
                                         360        156,417.15          1
                                       9.875          1,359.49        103
                                       9.625          1,359.49
1


    LUBBOCK          TX   79424          1            05/15/01         23
    0432836617                           05           07/01/01          0
    04190501                             O            06/01/31
    0


    4839610          J95/G01             F          169,950.00         ZZ
                                         360        169,866.40          1
                                       9.500          1,429.04        103
                                       9.250          1,429.04
    HOUSTON          TX   77063          1            06/25/01         23
    0432992535                           03           08/01/01          0
    0027207299                           O            07/01/31
    0


    4839888          700/G01             F           45,000.00         ZZ
                                         360         44,964.08          1
                                      10.500            411.63        100
                                      10.250            411.63
    BEAUMONT         TX   77703          1            05/30/01         23
    0433012044                           05           07/01/01          0
    00249276                             O            06/01/31
    0


    4840359          147/G01             F           49,220.00         ZZ
                                         360         49,164.62          1
                                       8.875            391.62        107
                                       8.625            391.62
    JOHNSON CITY     TN   37601          1            05/24/01         23
    0432934487                           05           07/01/01          0
    10419961                             O            06/01/31
    0


    4840602          664/G01             F          147,000.00         ZZ
                                         360        146,842.93          1
                                       9.125          1,196.05        103
                                       8.875          1,196.05
    COLUMBUS         IN   47201          1            05/25/01         23
    0432930162                           05           07/01/01          0
    0008084469                           O            06/01/31
    0


    4840932          737/G01             F          125,000.00         ZZ
                                         360        124,869.88          1
                                       9.250          1,028.35        100
                                       9.000          1,028.35
    PAYSON           AZ   85541          1            05/30/01         23
    0432995934                           05           07/01/01          0
    2024666                              O            06/01/31
    0
1




    4840955          642/G01             F          212,500.00         ZZ
                                         360        212,295.58          1
                                       9.625          1,806.23         94
                                       9.375          1,806.23
    LOS BANOS        CA   93635          2            05/25/01         23
    0432874758                           05           07/01/01          0
    04131801                             O            06/01/31
    0


    4841266          U62/G01             F          115,560.00         ZZ
                                         360        115,493.52          1
                                       8.750            909.11         98
                                       8.500            909.11
    CANTON           OH   44721          2            06/05/01         23
    0432905719                           05           08/01/01          0
    2001248089                           O            07/01/31
    0


    4841441          E22/G01             F           57,500.00         ZZ
                                         360         57,444.70          2
                                       9.625            488.74         95
                                       9.375            488.74
    CINCINNATI       OH   45207          1            05/22/01         23
    0412493785                           05           07/01/01          0
    0412493785                           N            06/01/31
    0


    4841442          E22/G01             F          172,700.00         ZZ
                                         360        172,524.90          1
                                       9.375          1,436.43        107
                                       9.125          1,436.43
    CITRUS HEIGHTS   CA   95610          1            05/14/01         23
    0412500332                           05           07/01/01          0
    0412500332                           O            06/01/31
    0


    4841445          E22/G01             F          116,150.00         ZZ
                                         360        115,996.10          1
                                       9.000            934.57        105
                                       8.500            934.57
    WILLITS          CA   95490          1            05/15/01         23
    0412546343                           05           07/01/01          0
    0412546343                           O            06/01/31
    0


    4841460          E22/G01             F           79,800.00         ZZ
                                         360         79,719.08          1
1


                                       9.375            663.74         95
                                       8.875            663.74
    CLOVIS           CA   93612          1            05/17/01         23
    0412576845                           05           07/01/01          0
    0412576845                           N            06/01/31
    0


    4841462          E22/G01             F           74,700.00         ZZ
                                         360         74,618.09          1
                                       9.000            601.05        107
                                       8.750            601.05
    GREENWOOD        AR   72936          1            05/21/01         23
    0412580268                           05           07/01/01          0
    0412580268                           O            06/01/31
    0


    4841479          E22/G01             F          146,200.00         ZZ
                                         360        146,076.86          1
                                      10.250          1,310.10        103
                                       9.750          1,310.10
    EUGENE           OR   97404          1            05/17/01         23
    0412606204                           03           07/01/01          0
    0412606204                           O            06/01/31
    0


    4841511          E22/G01             F          127,500.00         ZZ
                                         360        127,356.51          1
                                       8.875          1,014.45        105
                                       8.625          1,014.45
    RIDGEFIELD       WA   98642          1            05/16/01         23
    0412647406                           05           07/01/01          0
    0412647406                           O            06/01/31
    0


    4841519          E22/G01             F          129,200.00         ZZ
                                         360        129,099.62          1
                                      10.625          1,193.93        103
                                      10.375          1,193.93
    MISSOURI CITY    TX   77489          1            05/18/01         23
    0412655896                           03           07/01/01          0
    0412655896                           O            06/01/31
    0


    4841528          E22/G01             F          206,000.00         ZZ
                                         360        205,749.53          1
                                       8.500          1,583.96        104
                                       8.000          1,583.96
    MODESTO          CA   95355          1            05/17/01         23
    0412665853                           05           07/01/01          0
1


    0412665853                           O            06/01/31
    0


    4841853          G75/G01             F          192,850.00         ZZ
                                         360        192,654.23          1
                                       8.625          1,499.97        106
                                       8.375          1,499.97
    EAST STROUDSBUR  PA   18301          1            06/05/01         23
    0432900389                           05           08/01/01          0
    04320610                             O            07/01/31
    0


    4843182          685/G01             F          359,900.00         ZZ
                                         360        359,515.48          1
                                       9.125          2,928.27        100
                                       8.875          2,928.27
    LOS ANGELES      CA   90046          1            05/29/01         23
    0432849974                           05           07/01/01          0
    125612                               O            06/01/31
    0


    4843207          940/G01             F          185,500.00         ZZ
                                         360        185,262.61          1
                                       8.250          1,393.60        104
                                       8.000          1,393.60
    TEMECULA         CA   92591          1            05/30/01         23
    0432896728                           05           07/01/01          0
    40010440                             O            06/01/31
    0


    4843751          948/G01             F          135,000.00         ZZ
                                         360        134,931.82          1
                                       9.375          1,122.87        100
                                       9.125          1,122.87
    STOCKTON         CA   95207          1            06/04/01         23
    0432913937                           05           08/01/01          0
    596341                               O            07/01/31
    0


    4843767          W33/G01             F           60,990.00         ZZ
                                         360         60,929.76          1
                                       9.500            512.84        107
                                       9.250            512.84
    SPRINGFIELD      IL   62704          1            06/07/01         23
    0432917185                           05           07/07/01          0
    0124817                              O            06/07/31
    0


1


    4844522          J95/G01             F          108,600.00         ZZ
                                         360        108,547.97          1
                                       9.625            923.09        107
                                       9.375            923.09
    KENTWOOD         MI   49548          1            06/19/01         23
    0433028289                           05           08/01/01          0
    0027149665                           O            07/01/31
    0


    4845027          U05/G01             F          232,000.00         ZZ
                                         360        231,869.93          1
                                       8.875          1,845.90        100
                                       8.625          1,845.90
    PORTLAND         OR   97225          1            06/08/01         23
    0432913770                           05           08/01/01          0
    3140687                              O            07/01/31
    0


    4845057          940/G01             F          207,000.00         ZZ
                                         360        206,895.47          1
                                       9.375          1,721.72        107
                                       9.125          1,721.72
    LAGUNA NIGUEL    CA   92677          2            06/07/01         23
    0432901312                           01           08/01/01          0
    40010492                             O            07/01/31
    0


    4845814          685/G01             F          119,000.00         ZZ
                                         360        118,931.54          1
                                       8.750            936.17        100
                                       8.500            936.17
    LOS ANGELES (NO  CA   91343          1            06/20/01         23
    0432920973                           01           08/01/01          0
    125771                               O            07/01/31
    0


    4845840          147/G01             F          162,900.00         ZZ
                                         360        162,716.67          1
                                       8.875          1,296.11        100
                                       8.625          1,296.11
    CORONA           CA   92879          1            05/25/01         23
    0432905586                           01           07/01/01          0
    10423057                             O            06/01/31
    0


    4848560          E22/G01             F          257,500.00         ZZ
                                         360        257,266.14          1
                                      10.375          2,331.42        103
                                      10.125          2,331.42
1


    ROCKLIN          CA   95765          1            05/02/01         23
    0412542250                           05           07/01/01          0
    0412542250                           O            06/01/31
    0


    4848585          E22/G01             F          205,500.00         ZZ
                                         360        205,297.03          1
                                       9.500          1,727.96         95
                                       9.250          1,727.96
    EXETER           RI   02822          1            05/23/01         23
    0412609315                           05           07/01/01          0
    0412609315                           N            06/01/31
    0


    4848591          E22/G01             F          191,250.00         ZZ
                                         360        191,029.14          1
                                       8.750          1,504.56        104
                                       8.250          1,504.56
    OAKLAND          CA   94611          1            05/16/01         23
    0412614182                           01           07/01/01          0
    0412614182                           O            06/01/31
    0


    4848602          E22/G01             F           88,350.00         ZZ
                                         360         88,258.05          1
                                       9.250            726.83         95
                                       9.000            726.83
    SAN ANTONIO      TX   78209          1            05/21/01         23
    0412630741                           01           07/01/01          0
    0412630741                           N            06/01/31
    0


    4848620          E22/G01             F          114,490.00         ZZ
                                         360        114,354.33          1
                                       8.625            890.49        107
                                       8.375            890.49
    FAIRBANKS        AK   99701          1            05/15/01         23
    0412655417                           05           07/01/01          0
    0412655417                           O            06/01/31
    0


    4848632          E22/G01             F          105,150.00         ZZ
                                         360        105,048.86          1
                                       9.625            893.76        100
                                       9.375            893.76
    PONTIAC          MI   48340          1            05/23/01         23
    0412669673                           05           07/01/01          0
    0412669673                           O            06/01/31
    0
1




    4848633          E22/G01             F          179,250.00         ZZ
                                         360        179,072.96          1
                                       9.500          1,507.23        100
                                       9.000          1,507.23
    HOLLYWOOD        FL   33021          1            05/23/01         23
    0412669780                           01           07/01/01          0
    0412669780                           O            06/01/31
    0


    4848637          E22/G01             F           85,500.00         ZZ
                                         360         85,415.56          1
                                       9.500            718.93         95
                                       9.250            718.93
    JACKSONVILLE     FL   32223          1            05/23/01         23
    0412676686                           05           07/01/01          0
    0412676686                           N            06/01/31
    0


    4849618          G75/G01             F          176,600.00         ZZ
                                         360        176,420.94          1
                                       9.375          1,468.87        103
                                       9.125          1,468.87
    MORRISVILLE      NC   27560          1            05/18/01         23
    0432837078                           05           07/01/01          0
    04354104                             O            06/01/31
    0


    4849630          U59/G01             F           55,500.00         ZZ
                                         180         54,919.73          1
                                       9.250            571.21         82
                                       9.000            571.21
    POMPANO BEACH    FL   33068          1            04/12/01         23
    0432812568                           05           05/12/01          0
    800820123                            O            04/12/16
    0


    4849652          K15/G01             F          110,500.00         ZZ
                                         360        110,317.90          1
                                       9.875            959.53        103
                                       9.625            959.53
    KENT             OH   44240          1            05/30/01         23
    0432909968                           05           07/01/01          0
    036905301951                         O            06/01/31
    0


    4849702          U05/G01             F          131,100.00         ZZ
                                         360        130,952.46          1
1


                                       8.875          1,043.09         95
                                       8.625          1,043.09
    PHOENIX          AZ   85029          1            05/02/01         23
    0432827210                           05           07/01/01          0
    3121720                              N            06/01/31
    0


    4850133          642/G01             F           64,200.00         ZZ
                                         360         64,131.42          1
                                       9.125            522.35        107
                                       8.875            522.35
    LAWTON           OK   73501          1            05/18/01         23
    0432868974                           05           07/01/01          0
    04190701                             O            06/01/31
    0


    4850401          E45/G01             F           86,900.00         ZZ
                                         360         86,809.56          1
                                       9.250            714.90        100
                                       9.000            714.90
    THOMSON          GA   30824          1            05/31/01         23
    0432898393                           05           07/01/01          0
    123564                               O            06/01/31
    0


    4851515          P87/G01             F           56,034.00         ZZ
                                         180         55,984.21          1
                                      10.000            491.74         99
                                       9.750            491.74
    KAUKAUNA         WI   54130          1            05/31/01         23
    0432881894                           05           07/01/01          0
    HE31133                              O            06/01/16
    0


    4852372          642/G01             F          116,000.00         ZZ
                                         360        115,885.43          1
                                       9.500            975.39         96
                                       9.250            975.39
    NORWHICH         CT   06360          5            05/30/01         23
    0432872604                           05           07/01/01          0
    05020601                             O            06/01/31
    0


    4852838          642/G01             F          146,260.00         ZZ
                                         360        146,097.93          2
                                      10.625          1,351.59        103
                                      10.375          1,351.59
    MIAMI            FL   33142          1            05/21/01         23
    0432866341                           05           07/01/01          0
1


    03148201                             O            06/01/31
    0


    4852876          S02/G01             F           98,000.00         ZZ
                                         360         97,951.79          1
                                       9.500            824.04        100
                                       9.250            824.04
    MIAMI            FL   33168          1            06/04/01         23
    0432874980                           05           08/01/01          0
    01105226                             O            07/01/31
    0


    4853803          964/G01             F          286,000.00         ZZ
                                         360        285,859.33          1
                                       9.500          2,404.84        100
                                       9.250          2,404.84
    SANTA ROSA       CA   95401          1            06/07/01         23
    0432959823                           05           08/01/01          0
    112461                               O            07/01/31
    0


    4854637          W02/G01             F          222,000.00         ZZ
                                         360        221,669.80          1
                                       9.500          1,866.70        100
                                       9.250          1,866.70
    CHARGIN FALLS    OH   44023          1            05/30/01         23
    0433035359                           05           06/30/01          0
    1000221860                           O            05/30/31
    0


    4855638          K15/G01             F           55,600.00         ZZ
                                         360         55,577.90          1
                                      10.500            508.60        103
                                      10.250            508.60
    SHREVEPORT       LA   71107          5            05/30/01         23
    0432872570                           05           08/01/01          0
    008405303172                         O            07/01/31
    0


    4856282          E22/G01             F          254,400.00         ZZ
                                         360        254,121.04          1
                                       9.000          2,046.96        100
                                       8.750          2,046.96
    RIVERSIDE        CA   92508          1            05/14/01         23
    0412593709                           05           07/01/01          0
    0412593709                           O            06/01/31
    0


1


    4856284          E22/G01             F          157,000.00         ZZ
                                         360        156,818.68          1
                                       8.750          1,235.12        106
                                       8.250          1,235.12
    CITRUS HEIGHTS   CA   95621          1            05/17/01         23
    0412603300                           05           07/01/01          0
    0412603300                           O            06/01/31
    0


    4856290          E22/G01             F           79,300.00         ZZ
                                         360         79,223.72          1
                                       9.625            674.04        103
                                       9.375            674.04
    FREDERICKSBURG   VA   22405          1            05/24/01         23
    0412617060                           09           07/01/01          0
    0412617060                           O            06/01/31
    0


    4856303          E22/G01             F          204,950.00         ZZ
                                         360        204,807.12          1
                                      11.125          1,971.17        100
                                      10.625          1,971.17
    BIRMINGHAM       AL   35244          1            05/24/01         23
    0412653578                           05           07/01/01          0
    0412653578                           O            06/01/31
    0


    4856313          E22/G01             F           97,500.00         ZZ
                                         360         97,394.44          1
                                       9.625            828.74        100
                                       9.375            828.74
    TEA              SD   57064          1            05/24/01         23
    0412672859                           05           07/01/01          0
    0412672859                           O            06/01/31
    0


    4856314          E22/G01             F          142,000.00         ZZ
                                         360        141,889.66          1
                                      10.625          1,312.22        103
                                      10.375          1,312.22
    ST. PETERS       MO   63376          1            05/24/01         23
    0412674624                           05           07/01/01          0
    0412674624                           O            06/01/31
    0


    4856316          E22/G01             F          299,250.00         ZZ
                                         360        298,984.14          1
                                      10.000          2,626.13        102
                                       9.750          2,626.13
1


    CANTON           MI   48187          1            05/24/01         23
    0412676272                           05           07/01/01          0
    0412676272                           O            06/01/31
    0


    4856633          286/G01             F          106,400.00         ZZ
                                         360        106,205.24          1
                                       8.500            818.13        105
                                       8.250            818.13
    MANASSAS         VA   20109          1            04/27/01         23
    0432837623                           01           06/01/01          0
    0000326558                           O            05/01/31
    0


    4857084          L16/G01             F          139,900.00         ZZ
                                         360        139,827.48          1
                                       9.250          1,150.92        100
                                       9.000          1,150.92
    SANDY            UT   84070          1            06/21/01         23
    0432973436                           05           08/01/01          0
    W0105222                             O            07/01/31
    0


    4857110          U62/G01             F          151,000.00         ZZ
                                         360        150,869.37          1
                                      10.125          1,339.10        103
                                       9.875          1,339.10
    BLOOMINGTON      MN   55425          5            05/18/01         23
    0432917797                           05           07/01/01          0
    2001249565                           O            06/01/31
    0


    4857222          U28/G01             F           93,900.00         ZZ
                                         360         93,794.33          1
                                       8.875            747.11        100
                                       8.625            747.11
    WARNER ROBINS    GA   31088          1            05/31/01         23
    0432903409                           05           07/01/01          0
    051034                               O            06/01/31
    0


    4857419          W78/G01             F          135,500.00         ZZ
                                         360        135,256.69          1
                                       9.990          1,188.11        100
                                       9.740          1,188.11
    MARIETTA         GA   30064          1            04/06/01         23
    0432864197                           05           05/01/01          0
    50000345                             O            04/01/31
    0
1




    4858305          J95/G01             F          147,630.00         ZZ
                                         360        147,564.69          1
                                      10.000          1,295.56        103
                                       9.750          1,295.56
    ST. CHARLES      MO   63303          1            06/28/01         23
    0432997468                           05           08/01/01          0
    0027091354                           O            07/01/31
    0


    4858414          964/G01             F           74,160.00         ZZ
                                         360         74,076.54          1
                                       8.875            590.05        103
                                       8.625            590.05
    MESA             AZ   85205          1            05/30/01         23
    0432884377                           01           07/01/01          0
    126259                               O            06/01/31
    0


    4858530          E45/G01             F           69,900.00         ZZ
                                         360         69,837.90          1
                                      10.000            613.42        100
                                       9.750            613.42
    JEFFERSON        GA   30549          1            05/31/01         23
    0432915700                           05           07/01/01          0
    134929                               O            06/01/31
    0


    4858650          948/G01             F          164,900.00         ZZ
                                         360        164,818.89          1
                                       9.500          1,386.57        100
                                       9.250          1,386.57
    SANTA MARIA      CA   93455          1            06/05/01         23
    0432945723                           05           08/01/01          0
    1                                    O            07/01/31
    0


    4858996          W78/G01             F          176,500.00         ZZ
                                         360        176,244.31          1
                                       9.625          1,500.23        107
                                       9.375          1,500.23
    LONGWOOD         FL   32750          5            04/25/01         23
    0432864171                           05           06/01/01          0
    50001532                             O            05/01/31
    0


    4859446          W78/G01             F          208,000.00         ZZ
                                         360        207,756.50          1
1


                                      10.625          1,922.12        100
                                      10.375          1,922.12
    ROSWELL          GA   30075          1            04/25/01         23
    0432906592                           05           06/01/01          0
    50001574                             O            05/01/31
    0


    4859572          642/G01             F          203,193.00         ZZ
                                         360        203,090.39          1
                                       9.375          1,690.06        107
                                       9.125          1,690.06
    ALBUQUERQUE      NM   87109          1            06/14/01         23
    0432946606                           05           08/01/01          0
    05025601                             O            07/01/31
    0


    4859873          S02/G01             F          103,225.00         ZZ
                                         360        103,174.23          1
                                       9.500            867.97        107
                                       9.250            867.97
    HOLLYWOOD        FL   33024          1            06/08/01         23
    0432874972                           01           08/01/01          0
    01105249                             O            07/01/31
    0


    4860173          642/G01             F           73,130.00         ZZ
                                         360         73,097.65          1
                                      10.000            641.77        103
                                       9.750            641.77
    FT LAUDERDALE    FL   33308          1            06/05/01         23
    0432872554                           05           08/01/01          0
    04156101                             O            07/01/31
    0


    4860252          642/G01             F          124,600.00         ZZ
                                         360        124,396.14          1
                                       9.875          1,081.96        107
                                       9.625          1,081.96
    DAVIE            FL   33325          5            05/29/01         23
    0432911907                           09           07/01/01          0
    05050501                             O            06/01/31
    0


    4860369          U59/G01             F          250,000.00         ZZ
                                         360        249,880.23          1
                                       9.625          2,124.98        100
                                       9.375          2,124.98
    PUTNAM VALLEY    NY   10579          1            06/28/01         23
    0432996999                           05           08/01/01          0
1


    01933800856432                       O            07/01/31
    0


    4860827          U05/G01             F           82,900.00         ZZ
                                         360         69,918.39          1
                                       8.750            652.17        107
                                       8.500            652.17
    FOLCROFT         PA   19032          5            05/31/01         23
    0432907996                           05           07/01/01          0
    3125858                              O            06/01/31
    0


    4861345          J40/G01             F          174,900.00         ZZ
                                         360        174,813.98          1
                                       9.500          1,470.65        100
                                       9.250          1,470.65
    MEMPHIS          TN   38125          1            06/07/01         23
    0432947737                           05           08/01/01          0
    105672                               O            07/01/31
    0


    4861476          E45/G01             F           89,600.00         ZZ
                                         360         89,522.49          1
                                      10.125            794.59        103
                                       9.875            794.59
    PALM HARBOR      FL   34685          1            05/03/01         23
    0432850535                           01           07/01/01          0
    113669                               O            06/01/31
    0


    4862060          W78/G01             F          142,900.00         ZZ
                                         360        142,454.18          1
                                       9.990          1,252.99        100
                                       9.740          1,252.99
    DACULA           GA   30019          1            04/27/01         23
    0432915122                           05           06/01/01          0
    50001642                             O            05/01/31
    0


    4862088          664/G01             F          132,000.00         ZZ
                                         360        131,869.63          1
                                       9.500          1,109.93        100
                                       9.250          1,109.93
    PUYALLUP         WA   98374          1            05/30/01         23
    0432989366                           05           07/01/01          0
    0008141319                           O            06/01/31
    0


1


    4862375          B57/G01             F          119,000.00         ZZ
                                         360        118,956.40          1
                                      10.875          1,122.04        100
                                      10.625          1,122.04
    PHOENIX          AZ   85040          1            06/07/01         23
    0432909240                           05           08/01/01          0
    21A0364                              O            07/01/31
    0


    4862452          588/G01             F          181,750.00         ZZ
                                         360        181,550.71          1
                                       9.000          1,462.40        107
                                       8.750          1,462.40
    GERMANTOWN       MD   20876          1            06/05/01         23
    0432902252                           09           07/01/01          0
    00010433190                          O            06/01/31
    0


    4862498          B28/G01             F          337,050.00         ZZ
                                         360        336,407.32          1
                                       9.000          2,711.99        107
                                       8.750          2,711.99
    GLENDALE         AZ   85308          1            05/31/01         23
    0433000965                           03           07/01/01          0
    0105090056                           O            06/01/31
    0


    4862696          B57/G01             F          251,343.00         ZZ
                                         360        251,202.09          1
                                       8.875          1,999.80        107
                                       8.625          1,999.80
    LOS ANGELES      CA   90045          1            06/13/01         23
    0433004546                           01           08/01/01          0
    2114499                              O            07/01/31
    0


    4862749          U05/G01             F          147,800.00         ZZ
                                         360        147,717.14          1
                                       8.875          1,175.96        103
                                       8.625          1,175.96
    CHANDLER         AZ   85225          1            06/01/01         23
    0432898914                           03           08/01/01          0
    3136763                              O            07/01/31
    0


    4862793          Q01/G01             F          184,881.00         ZZ
                                         360        184,698.40          1
                                       9.500          1,554.58        100
                                       9.250          1,554.58
1


    OXNARD           CA   93030          1            05/30/01         23
    0432899615                           05           07/01/01          0
    37968                                O            06/01/31
    0


    4863091          147/G01             F           62,060.00         ZZ
                                         360         61,993.57          1
                                       9.125            504.95        107
                                       8.875            504.95
    OHIO PYLE        PA   15470          1            05/31/01         23
    0432996544                           05           07/01/01          0
    10423040                             O            06/01/31
    0


    4864079          E22/G01             F           81,900.00         ZZ
                                         360         81,819.12          1
                                       9.500            688.66        100
                                       9.250            688.66
    MICHIGAN CITY    IN   46360          1            05/29/01         23
    0412603938                           05           07/01/01          0
    0412603938                           O            06/01/31
    0


    4864088          E22/G01             F           98,600.00         ZZ
                                         360         98,494.66          1
                                       9.125            802.24        104
                                       8.875            802.24
    BATON ROUGE      LA   70815          1            05/25/01         23
    0412613200                           05           07/01/01          0
    0412613200                           O            06/01/31
    0


    4864099          E22/G01             F          310,300.00         ZZ
                                         360        309,950.79          1
                                       8.875          2,468.89        107
                                       8.375          2,468.89
    TAMPA            FL   33629          1            05/25/01         23
    0412624314                           01           07/01/01          0
    0412624314                           O            06/01/31
    0


    4864113          E22/G01             F           77,600.00         ZZ
                                         360         77,516.76          1
                                       9.500            652.50        104
                                       9.250            652.50
    SOUTH BEND       IN   46614          9            05/22/01         23
    0412640203                           05           07/01/01          0
    0412640203                           O            06/01/31
    0
1




    4864136          E22/G01             F          192,000.00         ZZ
                                         360        191,850.80          1
                                      10.625          1,774.27        103
                                      10.375          1,774.27
    BARTLESVILLE     OK   74006          1            05/25/01         23
    0412655581                           05           07/01/01          0
    0412655581                           O            06/01/31
    0


    4864137          E22/G01             F          173,875.00         ZZ
                                         360        173,532.20          1
                                       8.500          1,336.95        107
                                       8.000          1,336.95
    ORANGEVALE       CA   95662          1            05/09/01         23
    0412655839                           05           07/01/01          0
    0412655839                           O            06/01/31
    0


    4864143          E22/G01             F          164,950.00         ZZ
                                         360        164,803.46          1
                                      10.000          1,447.55        100
                                       9.500          1,447.55
    PLANTATION       FL   33322          1            05/25/01         23
    0412660516                           05           07/01/01          0
    0412660516                           O            06/01/31
    0


    4864147          E22/G01             F           90,250.00         ZZ
                                         360         90,163.17          1
                                       9.625            767.12         95
                                       9.375            767.12
    WALDORF          MD   20601          1            05/25/01         23
    0412664658                           09           07/01/01          0
    0412664658                           N            06/01/31
    0


    4864150          E22/G01             F           69,100.00         ZZ
                                         360         69,033.53          1
                                       9.625            587.34        103
                                       9.125            587.34
    HAINES CITY      FL   33844          1            05/25/01         23
    0412666935                           05           07/01/01          0
    0412666935                           O            06/01/31
    0


    4864154          E22/G01             F           88,550.00         ZZ
                                         360         88,447.75          1
1


                                       8.750            696.62        106
                                       8.250            696.62
    BROKEN ARROW     OK   74012          1            05/25/01         23
    0412669061                           05           07/01/01          0
    0412669061                           O            06/01/31
    0


    4864157          E22/G01             F          259,900.00         ZZ
                                         360        259,643.31          1
                                       9.500          2,185.38        100
                                       9.250          2,185.38
    ENGLEWOOD        CO   80111          1            05/25/01         23
    0412671406                           03           07/01/01          0
    0412671406                           O            06/01/31
    0


    4864168          E22/G01             F          230,800.00         ZZ
                                         360        230,667.26          1
                                      12.000          2,374.04        100
                                      11.500          2,374.04
    JUPITER          FL   33458          1            05/25/01         23
    0412696650                           05           07/01/01          0
    0412696650                           O            06/01/31
    0


    4864850          642/G01             F          187,460.00         ZZ
                                         360        187,383.47          1
                                      10.375          1,697.28        103
                                      10.125          1,697.28
    MIAMI            FL   33187          1            06/04/01         23
    0432900322                           05           08/01/01          0
    05086201                             O            07/01/31
    0


    4865434          Q64/G01             F          112,300.00         T
                                         360        112,106.98          1
                                       9.250            923.87        107
                                       9.000            923.87
    NASHVILLE        TN   37211          1            05/18/01         23
    0432906667                           05           07/01/01          0
    0301943007                           O            06/01/31
    0


    4865801          K15/G01             F          112,000.00         ZZ
                                         360        111,947.75          1
                                       9.750            962.25        101
                                       9.500            962.25
    TWO HARBORS      MN   55616          5            06/04/01         23
    0432880813                           05           08/01/01          0
1


    013105304289                         O            07/01/31
    0


    4867011          U05/G01             F           55,600.00         ZZ
                                         360         55,571.17          1
                                       9.250            457.41        107
                                       9.000            457.41
    CLEVELAND        OH   44111          1            06/27/01         23
    0432991370                           05           08/01/01          0
    3132807                              O            07/01/31
    0


    4868115          S02/G01             F           42,750.00         ZZ
                                         360         42,727.84          1
                                       9.250            351.69         95
                                       9.000            351.69
    AJO              AZ   85321          1            06/14/01         23
    0432949139                           05           08/01/01          0
    01105277                             N            07/01/31
    0


    4869747          664/G01             F          189,950.00         ZZ
                                         360        189,854.07          1
                                       9.375          1,579.91        100
                                       9.125          1,579.91
    NAPERVILLE       IL   60540          1            06/13/01         23
    0433021755                           05           08/01/01          0
    0008167595                           O            07/01/31
    0


    4870952          700/G01             F          247,350.00         ZZ
                                         360        247,211.33          1
                                       8.875          1,968.03        107
                                       8.625          1,968.03
    CHINO HILLS      CA   91709          1            06/01/01         23
    0432979144                           05           08/01/01          0
    00259395                             O            07/01/31
    0


    4871024          B57/G01             F          267,500.00         ZZ
                                         360        267,361.32          1
                                       9.250          2,200.66        107
                                       9.000          2,200.66
    LOS ANGELES      CA   91401          1            06/15/01         23
    0433010998                           05           08/01/01          0
    2114522                              O            07/01/31
    0


1


    4871037          685/G01             F          149,800.00         ZZ
                                         360        149,718.18          1
                                       9.000          1,205.32        107
                                       8.750          1,205.32
    SACRAMENTO       CA   95864          5            06/04/01         23
    0432913143                           05           08/01/01          0
    209434                               O            07/01/31
    0


    4871142          700/G01             F          149,000.00         ZZ
                                         360        148,939.17          1
                                      10.375          1,349.06        100
                                      10.125          1,349.06
    HENDERSON        NV   89014          1            06/04/01         23
    0432996148                           03           08/01/01          0
    00259426                             O            07/01/31
    0


    4871194          B57/G01             F          348,000.00         ZZ
                                         360        347,794.54          1
                                       8.625          2,706.71        105
                                       8.375          2,706.71
    SUN VALLEY AREA  CA   91352          1            06/01/01         23
    0432914059                           05           08/01/01          0
    2113952                              O            07/01/31
    0


    4871636          N67/G01             F          122,500.00         ZZ
                                         360        122,379.00          1
                                       9.500          1,030.05        100
                                       9.250          1,030.05
    AURORA           CO   80015          1            05/17/01         23
    0432857803                           01           07/01/01          0
    1380002679                           O            06/01/31
    0


    4871876          E82/G01             F          179,900.00         ZZ
                                         360        179,712.76          1
                                       9.250          1,479.99        100
                                       9.000          1,479.99
    SANGER           CA   93657          1            05/29/01         23
    0400428413                           05           07/01/01          0
    0400428413                           O            06/01/31
    0


    4872136          E22/G01             F          135,350.00         ZZ
                                         360        135,193.69          1
                                       8.750          1,064.80        107
                                       8.500          1,064.80
1


    WAILUKU          HI   96793          1            05/18/01         23
    0412598062                           01           07/01/01          0
    0412598062                           O            06/01/31
    0


    4872156          E22/G01             F           77,250.00         ZZ
                                         360         77,188.33          1
                                      10.500            706.64        103
                                      10.250            706.64
    MISSOURI CITY    TX   77489          1            05/29/01         23
    0412629610                           03           07/01/01          0
    0412629610                           O            06/01/31
    0


    4872164          E22/G01             F          176,550.00         ZZ
                                         360        176,371.00          1
                                       9.375          1,468.45        106
                                       9.125          1,468.45
    LAKELAND         FL   33811          5            05/22/01         23
    0412638447                           05           07/01/01          0
    0412638447                           O            06/01/31
    0


    4872167          E22/G01             F          120,000.00         ZZ
                                         360        119,884.56          1
                                       9.625          1,019.99        100
                                       9.375          1,019.99
    MANCHESTER       NH   03103          1            05/29/01         23
    0412644411                           05           07/01/01          0
    0412644411                           O            06/01/31
    0


    4872169          E22/G01             F          104,100.00         T
                                         360        103,999.86          1
                                       9.625            884.84        100
                                       9.375            884.84
    ROCKPORT         TX   78382          1            05/22/01         23
    0412648685                           05           07/01/01          0
    0412648685                           O            06/01/31
    0


    4872172          E22/G01             F          160,000.00         ZZ
                                         360        159,833.46          1
                                       9.250          1,316.28        102
                                       9.000          1,316.28
    UNION            MO   63084          1            05/29/01         23
    0412652158                           05           07/01/01          0
    0412652158                           O            06/01/31
    0
1




    4872178          E22/G01             F          289,000.00         ZZ
                                         360        288,657.53          1
                                       8.625          2,247.81        100
                                       8.125          2,247.81
    ORANGE           CA   92867          1            05/21/01         23
    0412660086                           05           07/01/01          0
    0412660086                           O            06/01/31
    0


    4872189          E22/G01             F          222,900.00         ZZ
                                         360        222,685.57          1
                                       9.625          1,894.63        100
                                       9.375          1,894.63
    CLACKAMAS        OR   97015          1            05/24/01         23
    0412667990                           05           07/01/01          0
    0412667990                           O            06/01/31
    0


    4872208          E22/G01             F          213,210.00         ZZ
                                         360        212,999.41          1
                                       9.500          1,792.79        103
                                       9.000          1,792.79
    TAMPA            FL   33621          1            05/29/01         23
    0412683641                           09           07/01/01          0
    0412683641                           O            06/01/31
    0


    4872211          E22/G01             F          223,500.00         ZZ
                                         360        223,235.15          1
                                       8.625          1,738.36        105
                                       8.125          1,738.36
    SARASOTA         FL   34241          1            05/29/01         23
    0412685331                           03           07/01/01          0
    0412685331                           O            06/01/31
    0


    4872214          E22/G01             F          118,600.00         ZZ
                                         360        118,442.33          1
                                       9.125            964.97        106
                                       8.875            964.97
    ARMADA           MI   48005          1            05/29/01         23
    0412690216                           05           07/01/01          0
    0412690216                           O            06/01/31
    0


    4874192          147/G01             F          135,890.00         ZZ
                                         360        135,755.79          1
1


                                       9.500          1,142.64        107
                                       9.250          1,142.64
    TERRYTOWN        LA   70056          1            05/25/01         23
    0432898583                           05           07/01/01          0
    1                                    O            06/01/31
    0


    4874525          642/G01             F           96,300.00         ZZ
                                         360         96,255.07          1
                                       9.750            827.37        100
                                       9.500            827.37
    BELLEVILLE       IL   62226          5            06/01/01         23
    0432871291                           05           08/01/01          0
    05012701                             O            07/01/31
    0


    4874878          B57/G01             F          132,000.00         ZZ
                                         360        131,924.06          1
                                       8.750          1,038.44        100
                                       8.500          1,038.44
    SIMI VALLEY      CA   93065          1            06/05/01         23
    0432909570                           01           08/01/01          0
    2140201                              O            07/01/31
    0


    4875231          642/G01             F          118,750.00         ZZ
                                         360        118,694.59          1
                                       9.750          1,020.25         95
                                       9.500          1,020.25
    EAST POINT       GA   30344          1            06/14/01         23
    0432932044                           05           08/01/01          0
    05094401                             O            07/01/31
    0


    4875461          Q64/G01             F          265,000.00         ZZ
                                         360        264,738.26          1
                                       9.500          2,228.27        100
                                       9.250          2,228.27
    LARGO            FL   33774          1            05/15/01         23
    0432934511                           05           07/01/01          0
    0101193837                           O            06/01/31
    0


    4875649          U59/G01             F           82,650.00         ZZ
                                         360         82,610.40          1
                                       9.625            702.52         95
                                       9.375            702.52
    ROCKY MOUNT      NC   27801          1            06/29/01         23
    0433009073                           05           08/01/01          0
1


    8000856753                           N            07/01/31
    0


    4876905          642/G01             F           94,900.00         ZZ
                                         360         94,811.08          1
                                       9.750            815.34        100
                                       9.500            815.34
    ATLANTA          GA   30315          1            05/21/01         23
    0432846632                           05           07/01/01          0
    04156201                             O            06/01/31
    0


    4877130          147/G01             F          190,550.00         ZZ
                                         360        190,465.52          1
                                       9.990          1,670.81        103
                                       9.740          1,670.81
    PLANTATION       FL   33317          5            06/05/01         23
    0432960029                           05           08/01/01          0
    1                                    O            07/01/31
    0


    4878065          808/G01             F          151,400.00         ZZ
                                         360        151,312.89          1
                                       8.750          1,191.07        103
                                       8.500          1,191.07
    FRESNO           CA   93710          1            06/07/01         23
    0432918225                           05           08/01/01          0
    1                                    O            07/01/31
    0


    4879274          642/G01             F           84,460.00         ZZ
                                         360         84,396.12          1
                                      10.750            788.42        103
                                      10.500            788.42
    ORIENT           OH   43146          5            05/21/01         23
    0432847705                           05           07/01/01          0
    05041301                             O            06/01/31
    0


    4880746          E86/G01             F          322,000.00         ZZ
                                         360        321,637.32          1
                                       8.875          2,561.98        107
                                       8.625          2,561.98
    LONG BEACH       CA   90808          1            05/16/01         23
    0432940765                           05           07/01/01          0
    316691                               O            06/01/31
    0


1


    4881210          E22/G01             F           74,900.00         ZZ
                                         360         74,786.70          1
                                       9.750            643.51        107
                                       9.500            643.51
    DETROIT          MI   48219          1            04/27/01         23
    0412560542                           05           06/01/01          0
    0412560542                           O            05/01/31
    0


    4881225          E22/G01             F           93,000.00         ZZ
                                         360         92,905.70          1
                                       9.375            773.53        100
                                       9.125            773.53
    BOYNTON BEACH    FL   33435          1            05/30/01         23
    0412608903                           05           07/01/01          0
    0412608903                           O            06/01/31
    0


    4881238          E22/G01             F          278,146.00         ZZ
                                         360        277,841.00          2
                                       9.000          2,238.03        107
                                       8.500          2,238.03
    DES MOINES       WA   98198          1            05/15/01         23
    0412627614                           05           07/01/01          0
    0412627614                           O            06/01/31
    0


    4881239          E22/G01             F          198,000.00         ZZ
                                         360        197,809.52          1
                                       9.625          1,682.98        100
                                       9.375          1,682.98
    SOUTH LAKE TAHO  CA   96150          1            05/11/01         23
    0412627739                           05           07/01/01          0
    0412627739                           O            06/01/31
    0


    4881243          E22/G01             F          150,763.00         ZZ
                                         360        150,579.68          1
                                       8.500          1,159.24        107
                                       8.000          1,159.24
    AURORA           CO   80011          1            05/30/01         23
    0412630865                           09           07/01/01          0
    0412630865                           O            06/01/31
    0


    4881247          E22/G01             F          115,500.00         ZZ
                                         360        115,385.93          1
                                       9.500            971.19        100
                                       9.000            971.19
1


    EAST WENATCHEE   WA   98802          1            05/25/01         23
    0412633778                           05           07/01/01          0
    0412633778                           O            06/01/31
    0


    4881255          E22/G01             F           74,000.00         ZZ
                                         360         73,922.98          1
                                       9.250            608.78        100
                                       9.000            608.78
    BYRON CENTER     MI   49315          1            05/30/01         23
    0412640112                           01           07/01/01          0
    0412640112                           O            06/01/31
    0


    4881259          E22/G01             F          137,950.00         ZZ
                                         360        137,794.76          1
                                       8.875          1,097.59        105
                                       8.625          1,097.59
    CARSON CITY      NV   89701          1            05/18/01         23
    0412651762                           05           07/01/01          0
    0412651762                           O            06/01/31
    0


    4881262          E22/G01             F          186,550.00         ZZ
                                         360        186,355.83          1
                                       9.250          1,534.70        105
                                       9.000          1,534.70
    MCHENRY          IL   60050          2            05/23/01         23
    0412653735                           05           07/01/01          0
    0412653735                           O            06/01/31
    0


    4881264          E22/G01             F           54,800.00         ZZ
                                         360         54,739.92          2
                                       9.000            440.93         95
                                       8.500            440.93
    LAKELAND         FL   33815          1            05/30/01         23
    0412655052                           05           07/01/01          0
    0412655052                           N            06/01/31
    0


    4881266          E22/G01             F           75,050.00         ZZ
                                         360         74,977.80          2
                                       9.625            637.92         95
                                       9.375            637.92
    NEW ORLEANS      LA   70118          1            05/30/01         23
    0412658585                           05           07/01/01          0
    0412658585                           N            06/01/31
    0
1




    4881268          E22/G01             F           55,100.00         ZZ
                                         360         55,047.01          1
                                       9.625            468.34         95
                                       9.375            468.34
    DALLAS           TX   75217          1            05/30/01         23
    0412661100                           05           07/01/01          0
    0412661100                           N            06/01/31
    0


    4881273          E22/G01             F          145,350.00         ZZ
                                         360        145,206.45          2
                                       9.500          1,222.18         95
                                       9.000          1,222.18
    MEMPHIS          TN   38125          1            05/30/01         23
    0412665721                           05           07/01/01          0
    0412665721                           N            06/01/31
    0


    4881274          E22/G01             F          134,000.00         ZZ
                                         360        133,860.52          1
                                       9.250          1,102.39        107
                                       9.000          1,102.39
    UNION            NJ   07088          1            05/30/01         23
    0412667107                           05           07/01/01          0
    0412667107                           O            06/01/31
    0


    4881276          E22/G01             F          333,100.00         ZZ
                                         360        332,762.25          1
                                       9.375          2,770.56        106
                                       8.875          2,770.56
    SAN JOSE         CA   95119          1            05/24/01         23
    0412669327                           01           07/01/01          0
    0412669327                           O            06/01/31
    0


    4881283          E22/G01             F          128,750.00         ZZ
                                         360        128,673.88          1
                                      11.875          1,311.96        103
                                      11.375          1,311.96
    BIG SPRING       TX   79720          1            05/23/01         23
    0412675613                           05           07/01/01          0
    0412675613                           O            06/01/31
    0


    4881284          E22/G01             F          146,640.00         ZZ
                                         360        146,333.12          2
1


                                       8.750          1,153.62        104
                                       8.250          1,153.62
    GRESHAM          OR   97030          1            05/23/01         23
    0412676363                           05           07/01/01          0
    0412676363                           O            06/01/31
    0


    4881292          E22/G01             F          149,200.00         ZZ
                                         360        149,104.19          1
                                      11.500          1,477.51        103
                                      11.000          1,477.51
    DENVER           CO   80233          1            05/29/01         23
    0412684110                           05           07/01/01          0
    0412684110                           O            06/01/31
    0


    4881297          E22/G01             F          148,450.00         ZZ
                                         360        148,318.12          1
                                      10.000          1,302.75        100
                                       9.750          1,302.75
    BEDFORD          TX   76021          1            05/30/01         23
    0412687964                           05           07/01/01          0
    0412687964                           O            06/01/31
    0


    4881299          E22/G01             F          128,750.00         ZZ
                                         360        128,619.45          1
                                       9.375          1,070.88        103
                                       9.125          1,070.88
    ROYAL OAK        MI   48073          1            05/30/01         23
    0412689093                           05           07/01/01          0
    0412689093                           O            06/01/31
    0


    4881302          E22/G01             F          138,535.00         ZZ
                                         360        138,411.93          1
                                      10.000          1,215.74        103
                                       9.750          1,215.74
    HOUSTON          TX   77008          1            05/30/01         23
    0412696163                           05           07/01/01          0
    0412696163                           O            06/01/31
    0


    4882727          147/G01             F          212,000.00         ZZ
                                         360        211,883.95          1
                                       8.990          1,704.28        104
                                       8.740          1,704.28
    RANCHO CORDOVA   CA   95670          1            06/25/01         23
    0433012705                           05           08/01/01          0
1


    10423986                             O            07/01/31
    0


    4882784          M43/G01             F          348,950.00         ZZ
                                         360        348,631.61          1
                                       9.875          3,030.11        100
                                       9.625          3,030.11
    STERLING         VA   20165          5            05/24/01         23
    0432890952                           03           07/01/01          0
    M4TQ1501742                          O            06/01/31
    0


    4883077          E87/G01             F          249,000.00         ZZ
                                         360        248,877.52          1
                                       9.500          2,093.73        100
                                       9.250          2,093.73
    OXNARD           CA   93035          1            06/05/01         23
    0432888121                           05           08/01/01          0
    70003540                             O            07/01/31
    0


    4883222          G75/G01             F          128,400.00         ZZ
                                         360        128,322.21          1
                                       8.500            987.29        107
                                       8.250            987.29
    JACKSONVILLE     FL   32246          1            06/08/01         23
    0432919702                           03           08/01/01          0
    04327929                             O            07/01/31
    0


    4883305          W53/G01             F           83,000.00         ZZ
                                         360         82,873.25          1
                                       9.375            690.36        107
                                       9.125            690.36
    TOWN OF IRONDEQ  NY   14622          2            04/25/01         23
    0432879757                           05           06/01/01          0
    5200418000                           O            05/01/31
    0


    4883474          P23/G01             F           84,900.00         ZZ
                                         360         84,826.56          1
                                      10.125            752.91        100
                                       9.875            752.91
    KENTON           OH   43326          5            05/25/01         23
    0432917367                           05           07/01/01          0
    010001201                            O            06/01/31
    0


1


    4884155          U05/G01             F          160,000.00         ZZ
                                         360        159,919.20          1
                                       9.375          1,330.80        100
                                       9.125          1,330.80
    WYOMING          MN   55092          1            06/20/01         23
    0433034535                           05           08/01/01          0
    3139807                              O            07/01/31
    0


    4884243          U59/G01             F           71,280.00         ZZ
                                         360         71,219.94          1
                                      10.250            638.75         99
                                      10.000            638.75
    NORTH TONAWANDA  NY   14120          5            06/08/01         23
    0432904746                           05           07/13/01          0
    800851083                            O            06/13/31
    0


    4885188          R74/G01             F           62,050.00         ZZ
                                         360         62,018.83          1
                                       9.400            517.23        107
                                       9.150            517.23
    ERIE             PA   16511          2            06/13/01         23
    0432913796                           05           08/01/01          0
    1010017198                           O            07/01/31
    0


    4885376          E86/G01             F          282,200.00         ZZ
                                         360        279,512.97          1
                                      10.000          2,476.51        103
                                       9.750          2,476.51
    WAUCONDA         IL   60084          1            06/14/01         23
    0432908382                           05           08/01/01          0
    316691                               O            07/01/31
    0


    4885918          E22/G01             F          112,550.00         ZZ
                                         360        112,441.73          1
                                       9.625            956.66         95
                                       9.375            956.66
    HENDERSON        NV   89014          1            05/03/01         23
    0412547440                           09           07/01/01          0
    0412547440                           N            06/01/31
    0


    4885943          E22/G01             F           82,915.00         ZZ
                                         360         82,843.27          1
                                      10.125            735.31        103
                                       9.875            735.31
1


    GRANTS PASS      OR   97526          1            05/22/01         23
    0412627267                           05           07/01/01          0
    0412627267                           O            06/01/31
    0


    4885966          E22/G01             F           58,650.00         ZZ
                                         360         58,580.43          1
                                       9.500            493.16        107
                                       9.250            493.16
    FORT PAYNE       AL   35967          1            05/31/01         23
    0412642340                           05           07/01/01          0
    0412642340                           O            06/01/31
    0


    4885978          E22/G01             F          183,300.00         ZZ
                                         360        182,933.80          1
                                      10.000          1,608.59        103
                                       9.750          1,608.59
    MERRIMACK        NH   03054          1            05/31/01         23
    0412646929                           05           07/01/01          0
    0412646929                           O            06/01/31
    0


    4885982          E22/G01             F          135,960.00         ZZ
                                         360        135,848.52          1
                                      10.375          1,230.99        103
                                      10.125          1,230.99
    SANFORD          FL   32771          1            05/31/01         23
    0412648727                           05           07/01/01          0
    0412648727                           O            06/01/31
    0


    4885993          E22/G01             F           80,000.00         ZZ
                                         360         79,936.14          1
                                      10.500            731.79        103
                                      10.000            731.79
    CONROE           TX   77304          1            05/31/01         23
    0412653263                           05           07/01/01          0
    0412653263                           O            06/01/31
    0


    4885994          E22/G01             F          121,025.00         ZZ
                                         360        120,923.06          2
                                      10.250          1,084.51        103
                                      10.000          1,084.51
    SAINT ALBANS     VT   05468          1            05/31/01         23
    0412653354                           05           07/01/01          0
    0412653354                           O            06/01/31
    0
1




    4885997          E22/G01             F          256,000.00         ZZ
                                         360        255,747.16          1
                                       9.500          2,152.59        100
                                       9.000          2,152.59
    FREMONT          CA   94536          1            05/29/01         23
    0412654741                           09           07/01/01          0
    0412654741                           O            06/01/31
    0


    4886002          E22/G01             F           77,100.00         ZZ
                                         360         77,023.85          1
                                       9.500            648.30        100
                                       9.250            648.30
    POMPANO BEACH    FL   33064          1            05/31/01         23
    0412657843                           05           07/01/01          0
    0412657843                           O            06/01/31
    0


    4886008          E22/G01             F          194,000.00         ZZ
                                         360        193,803.31          1
                                       9.375          1,613.59        107
                                       8.875          1,613.59
    MEMPHIS          TN   38125          2            05/25/01         23
    0412660771                           05           07/01/01          0
    0412660771                           O            06/01/31
    0


    4886010          E22/G01             F          150,800.00         ZZ
                                         360        150,625.85          2
                                       8.750          1,186.34        107
                                       8.250          1,186.34
    WALLINGFORD      PA   19086          1            05/31/01         23
    0412664088                           05           07/01/01          0
    0412661969                           O            06/01/31
    0


    4886023          E22/G01             F          249,900.00         ZZ
                                         360        249,633.01          1
                                       9.125          2,033.27        100
                                       8.625          2,033.27
    SIMI VALLEY      CA   93065          1            05/29/01         23
    0412667404                           05           07/01/01          0
    0412667404                           O            06/01/31
    0


    4886031          E22/G01             F          191,400.00         ZZ
                                         360        191,229.95          1
1


                                      10.000          1,679.67        103
                                       9.750          1,679.67
    CARSON CITY      NV   89701          1            05/23/01         23
    0412670630                           05           07/01/01          0
    0412670630                           O            06/01/31
    0


    4886035          E22/G01             F           89,880.00         ZZ
                                         360         89,791.23          1
                                       9.500            755.76        107
                                       9.250            755.76
    OVERLAND PARK    KS   66212          1            05/31/01         23
    0412671703                           07           07/01/01          0
    0412671703                           O            06/01/31
    0


    4886042          E22/G01             F          110,000.00         ZZ
                                         360        109,894.18          1
                                       9.625            934.99        100
                                       9.375            934.99
    CLINTON TOWNSHI  MI   48036          1            05/31/01         23
    0412673469                           01           07/01/01          0
    0412673469                           O            06/01/31
    0


    4886053          E22/G01             F          131,750.00         ZZ
                                         360        131,619.87          1
                                       9.500          1,107.83        106
                                       9.250          1,107.83
    LINDEN           MI   48451          1            05/31/01         23
    0412678278                           05           07/01/01          0
    0412678278                           O            06/01/31
    0


    4886054          E22/G01             F          223,450.00         ZZ
                                         360        223,223.44          1
                                       9.375          1,858.54        100
                                       8.875          1,858.54
    FILLMORE         CA   93015          1            05/25/01         23
    0412680092                           05           07/01/01          0
    0412680092                           O            06/01/31
    0


    4886066          E22/G01             F          145,550.00         ZZ
                                         360        145,420.68          1
                                      10.000          1,277.31        100
                                       9.750          1,277.31
    LAKE CHARLES     LA   70611          1            05/31/01         23
    0412688145                           05           07/01/01          0
1


    0412688145                           O            06/01/31
    0


    4886072          E22/G01             F          176,800.00         ZZ
                                         360        176,683.31          1
                                      11.375          1,733.99        102
                                      10.875          1,733.99
    NEW BALTIMORE    MI   48047          1            05/31/01         23
    0412693517                           05           07/01/01          0
    0412693517                           O            06/01/31
    0


    4886073          E22/G01             F           45,990.00         ZZ
                                         360         45,953.28          1
                                      10.500            420.69        100
                                      10.250            420.69
    EIGHT MILE       AL   36613          1            05/31/01         23
    0412695033                           05           07/01/01          0
    0412695033                           O            06/01/31
    0


    4886076          E22/G01             F           74,650.00         ZZ
                                         360         74,590.42          1
                                      10.500            682.85        103
                                      10.250            682.85
    BONNER SPRINGS   KS   66012          1            05/30/01         23
    0412700452                           05           07/01/01          0
    0412700452                           O            06/01/31
    0


    4886077          E22/G01             F           37,450.00         ZZ
                                         360         37,413.98          1
                                       9.625            318.32        107
                                       9.125            318.32
    CONROE           TX   77304          1            05/31/01         23
    0412700817                           09           07/01/01          0
    0412700817                           O            06/01/31
    0


    4888118          U35/G01             F          115,000.00         ZZ
                                         360        114,966.17          1
                                      11.875          1,171.85        100
                                      11.625          1,171.85
    SCHOFIELD        WI   54476          5            06/05/01         23
    0432880714                           05           08/01/01          0
    1                                    O            07/01/31
    0


1


    4888449          147/G01             F           89,300.00         ZZ
                                         360         89,259.42          1
                                       9.875            775.44         95
                                       9.625            775.44
    PLANO            TX   75074          1            06/06/01         23
    0432907012                           05           08/01/01          0
    1104231418                           N            07/01/31
    0


    4888866          624/G01             F          257,500.00         ZZ
                                         360        257,362.97          1
                                       9.125          2,095.10        103
                                       8.875          2,095.10
    CORONA           CA   92883          1            06/08/01         23
    0432915510                           03           08/01/01          0
    32100211083F                         O            07/01/31
    0


    4889296          685/G01             F          184,000.00         ZZ
                                         360        183,894.14          1
                                       8.750          1,447.53        107
                                       8.500          1,447.53
    VANCOUVER        WA   98686          5            06/06/01         23
    0432907087                           05           08/01/01          0
    125320                               O            07/01/31
    0


    4890039          624/G01             F          180,147.00         ZZ
                                         360        180,037.87          1
                                       8.500          1,385.17         84
                                       8.250          1,385.17
    LAKE FOREST      CA   92630          1            06/13/01         23
    0432989242                           01           08/01/01          0
    32100211153F                         O            07/01/31
    0


    4891011          K15/G01             F          147,200.00         ZZ
                                         360        147,115.34          1
                                      12.000          1,514.12        103
                                      11.750          1,514.12
    SPRINGFIELD      TN   37172          5            05/25/01         23
    0432873487                           05           07/01/01          0
    002905302142                         O            06/01/31
    0


    4892286          G75/G01             F           96,300.00         ZZ
                                         360         96,209.77          1
                                       9.750            827.37        103
                                       9.500            827.37
1


    RALEIGH          NC   27609          1            05/24/01         23
    0432867281                           01           07/01/01          0
    04355233                             O            06/01/31
    0


    4892378          Q64/G01             F           55,640.00         ZZ
                                         360         55,405.01          1
                                       9.875            483.15        107
                                       9.625            483.15
    COUNCIL BLUFFS   IA   51503          2            10/16/00         23
    0432944270                           05           12/01/00          0
    8991028550                           O            11/01/30
    0


    4892949          B57/G01             F          250,000.00         ZZ
                                         360        249,856.17          1
                                       8.750          1,966.75        100
                                       8.500          1,966.75
    SCOTTSDALE       AZ   85258          1            06/06/01         23
    0432906907                           05           08/01/01          0
    21A0411                              O            07/01/31
    0


    4893069          964/G01             F          168,000.00         ZZ
                                         360        167,905.82          1
                                       8.875          1,336.68         99
                                       8.625          1,336.68
    LAS VEGAS        NV   89128          2            06/11/01         23
    0432925642                           05           08/01/01          0
    420124045                            O            07/01/31
    0


    4893171          948/G01             F          105,000.00         ZZ
                                         360        104,946.97          1
                                       9.375            873.34        100
                                       9.125            873.34
    REDFORD          MI   48240          1            06/19/01         23
    0432986131                           05           08/01/01          0
    1                                    O            07/01/31
    0


    4894168          624/G01             F           91,900.00         ZZ
                                         360         91,848.48          1
                                       8.875            731.20        100
                                       8.625            731.20
    FRESNO           CA   93722          1            06/08/01         23
    0432912202                           05           08/01/01          0
    33500110573F                         O            07/01/31
    0
1




    4894238          E22/G01             F          164,800.00         ZZ
                                         360        164,653.58          1
                                      10.000          1,446.24        103
                                       9.750          1,446.24
    BEAVERTON        OR   97006          2            05/21/01         23
    0412574972                           05           07/01/01          0
    0412574972                           O            06/01/31
    0


    4894260          E22/G01             F           55,600.00         ZZ
                                         360         55,550.60          1
                                      10.000            487.93        103
                                       9.750            487.93
    ATWATER          MN   56209          1            06/01/01         23
    0412655912                           05           07/01/01          0
    0412655912                           O            06/01/31
    0


    4894272          E22/G01             F          147,131.00         ZZ
                                         360        146,985.68          1
                                       9.500          1,237.16         95
                                       9.250          1,237.16
    ROCKWALL         TX   75087          1            05/31/01         23
    0412660540                           03           07/01/01          0
    0412660540                           N            06/01/31
    0


    4894280          E22/G01             F          110,745.00         ZZ
                                         360        110,599.63          1
                                       8.125            822.28        107
                                       7.625            822.28
    HOLLYWOOD        FL   33021          1            06/01/01         23
    0412670465                           01           07/01/01          0
    0412670465                           O            06/01/31
    0


    4894283          E22/G01             F          192,600.00         ZZ
                                         360        192,335.64          1
                                       9.250          1,584.47        107
                                       9.000          1,584.47
    LARAMIE          WY   82072          1            06/01/01         23
    0412677841                           05           07/01/01          0
    0412677841                           O            06/01/31
    0


    4894296          E22/G01             F          245,000.00         ZZ
                                         360        244,879.49          1
1


                                       9.500          2,060.09        100
                                       9.250          2,060.09
    CITRUS HEIGHTS   CA   95621          1            05/30/01         23
    0412689408                           05           08/01/01          0
    0412689408                           O            07/01/31
    0


    4894303          E22/G01             F           71,250.00         ZZ
                                         360         71,142.14          1
                                       9.625            605.62         95
                                       9.125            605.62
    AMARILLO         TX   79109          1            06/01/01         23
    0412692048                           05           07/01/01          0
    0412692048                           N            06/01/31
    0


    4894304          E22/G01             F          160,498.00         ZZ
                                         360        160,317.39          1
                                       8.875          1,276.99        107
                                       8.625          1,276.99
    FRISCO           TX   75035          1            05/31/01         23
    0412692139                           05           07/01/01          0
    0412692139                           O            06/01/31
    0


    4894305          E22/G01             F          123,000.00         ZZ
                                         360        122,878.52          1
                                       9.500          1,034.25        103
                                       9.250          1,034.25
    SALISBURY        MA   01952          1            06/01/01         23
    0412695124                           05           07/01/01          0
    0412695124                           O            06/01/31
    0


    4894308          E22/G01             F          131,800.00         ZZ
                                         360        131,719.89          1
                                      11.750          1,330.40        103
                                      11.250          1,330.40
    WALLED LAKE      MI   48390          1            06/01/01         23
    0412698078                           05           07/01/01          0
    0412698078                           O            06/01/31
    0


    4894309          E22/G01             F          151,940.00         ZZ
                                         360        151,867.22          1
                                       9.625          1,291.47        107
                                       9.375          1,291.47
    HILLSBORO        OR   97123          1            05/30/01         23
    0412698615                           05           08/01/01          0
1


    0412698615                           O            07/01/31
    0


    4895646          U59/G01             F          109,180.00         ZZ
                                         360        109,077.70          1
                                       9.750            938.03        103
                                       9.500            938.03
    PEORIA           AZ   85345          1            06/14/01         23
    0432906683                           05           07/14/01          0
    36019800860027                       O            06/14/31
    0


    4895802          642/G01             F          123,050.00         ZZ
                                         360        122,907.90          1
                                       8.750            968.03        107
                                       8.500            968.03
    LANCASTSER       PA   17603          2            05/25/01         23
    0432891844                           05           07/01/01          0
    05001201                             O            06/01/31
    0


    4895973          737/G01             F          130,800.00         ZZ
                                         360        130,733.95          1
                                       9.375          1,087.93        103
                                       9.125          1,087.93
    PHOENIX          AZ   85051          1            06/08/01         23
    0432904886                           05           08/01/01          0
    2026660                              O            07/01/31
    0


    4896234          K15/G01             F          120,900.00         ZZ
                                         360        120,767.41          1
                                       9.000            972.79        107
                                       8.750            972.79
    FORT WAYNE       IN   46802          1            05/24/01         23
    0432966067                           05           07/01/01          0
    1                                    O            06/01/31
    0


    4896264          940/G01             F          267,697.00         ZZ
                                         360        267,568.75          1
                                       9.625          2,275.40        103
                                       9.375          2,275.40
    APPLE VALLEY     CA   92308          1            06/06/01         23
    0432965069                           05           08/01/01          0
    65010046                             O            07/01/31
    0


1


    4896440          A11/G01             F           85,600.00         ZZ
                                         360         85,470.14          1
                                       9.406            713.91        107
                                       9.156            713.91
    ST PETERSBURG    FL   33713          1            05/15/01         23
    0432899748                           05           06/15/01          0
    4621474662                           O            05/15/31
    0


    4896452          U59/G01             F           65,000.00         ZZ
                                         360         64,937.45          1
                                       9.625            552.50        100
                                       9.375            552.50
    SCOTIA           NY   12302          1            06/15/01         23
    0432903151                           05           07/15/01          0
    800807022                            O            06/15/31
    0


    4896454          E45/G01             F          127,900.00         ZZ
                                         360        127,766.88          1
                                       9.250          1,052.20        100
                                       9.000          1,052.20
    LAWRENCEVILLE    GA   30045          1            05/23/01         23
    0432864007                           05           07/01/01          0
    136758                               O            06/01/31
    0


    4897437          E87/G01             F           96,193.00         ZZ
                                         360         96,144.43          1
                                       9.375            800.08        107
                                       9.125            800.08
    CINCINNATI       OH   45216          1            06/15/01         23
    0433009222                           05           08/01/01          0
    01060035                             O            07/01/31
    0


    4898068          U05/G01             F          121,000.00         ZZ
                                         360        120,880.51          1
                                       9.500          1,017.43        100
                                       9.250          1,017.43
    CITRUS HEIGHTS   CA   95610          1            05/18/01         23
    0432905495                           05           07/01/01          0
    3129385                              O            06/01/31
    0


    4899408          588/G01             F           79,500.00         ZZ
                                         360         79,405.73          1
                                       8.625            618.34        105
                                       8.375            618.34
1


    EAST WINDSOR TO  NJ   08512          1            05/15/01         23
    0432899284                           01           07/01/01          0
    1041313                              O            06/01/31
    0


    4899654          253/G01             F           66,000.00         ZZ
                                         360         65,934.80          2
                                       9.500            554.97         95
                                       9.250            554.97
    URBANA           OH   43078          1            05/22/01         19
    0432901684                           05           07/01/01         30
    967516                               N            06/01/31
    0


    4899744          964/G01             F          178,000.00         ZZ
                                         360        177,907.72          1
                                       9.250          1,464.36        100
                                       9.000          1,464.36
    WHITTIER         CA   90602          1            06/06/01         23
    0432924934                           05           08/01/01          0
    125431                               O            07/01/31
    0


    4900092          M43/G01             F          395,000.00         ZZ
                                         360        394,519.72          1
                                       8.500          3,037.21        104
                                       8.250          3,037.21
    FAIRFAX          VA   22033          1            05/14/01         23
    0432850204                           03           07/01/01          0
    741828483                            O            06/01/31
    0


    4901415          147/G01             F           39,140.00         ZZ
                                         360         39,124.45          1
                                      10.500            358.03        103
                                      10.250            358.03
    JACKSON          MS   39209          1            06/26/01         23
    0432994622                           05           08/01/01          0
    WEEMS                                O            07/01/31
    0


    4902110          E22/G01             F           66,400.00         ZZ
                                         360         66,336.13          1
                                       9.625            564.39         95
                                       9.375            564.39
    ATLANTA          GA   30315          1            05/24/01         23
    0412599730                           05           07/01/01          0
    0412599730                           N            06/01/31
    0
1




    4902130          E22/G01             F           61,200.00         ZZ
                                         360         61,139.56          2
                                       9.500            514.60         95
                                       9.250            514.60
    INDIANAPOLIS     IN   46260          1            06/01/01         23
    0412637761                           05           07/01/01          0
    0412637761                           N            06/01/31
    0


    4902144          E22/G01             F          321,000.00         ZZ
                                         360        320,699.26          1
                                       9.750          2,757.89        107
                                       9.500          2,757.89
    DAVIE            FL   33328          2            05/30/01         23
    0412656118                           03           07/01/01          0
    0412656118                           O            06/01/31
    0


    4902146          E22/G01             F           77,040.00         ZZ
                                         360         76,967.83          1
                                       9.750            661.89        107
                                       9.500            661.89
    LOCH LOMOND      CA   95426          1            05/19/01         23
    0412656860                           05           07/01/01          0
    0412656860                           O            06/01/31
    0


    4902172          E22/G01             F          134,930.00         ZZ
                                         360        134,782.04          1
                                       9.000          1,085.68        103
                                       8.500          1,085.68
    PORTLAND         OR   97220          1            05/29/01         23
    0412681876                           05           07/01/01          0
    0412681876                           O            06/01/31
    0


    4902177          E22/G01             F          178,500.00         ZZ
                                         360        178,405.01          1
                                       9.125          1,452.33        100
                                       8.625          1,452.33
    ORANGEVALE       CA   95662          1            05/30/01         23
    0412685364                           05           08/01/01          0
    0412685364                           O            07/01/31
    0


    4902183          E22/G01             F           75,000.00         ZZ
                                         360         74,835.59          1
1


                                       8.875            596.73        100
                                       8.375            596.73
    HOUSTON          TX   77045          1            06/01/01         23
    0412694572                           05           07/01/01          0
    0412694572                           O            06/01/31
    0


    4902185          E22/G01             F          108,750.00         ZZ
                                         360        108,645.40          1
                                       9.625            924.36         95
                                       9.375            924.36
    JACKSON          NJ   08527          1            06/04/01         23
    0412697369                           01           07/01/01          0
    0412697369                           N            06/01/31
    0


    4902186          E22/G01             F           50,000.00         ZZ
                                         360         49,976.05          1
                                       9.625            424.99         95
                                       9.375            424.99
    MEMPHIS          TN   38127          1            06/04/01         23
    0412697401                           05           08/01/01          0
    0412697401                           N            07/01/31
    0


    4902189          E22/G01             F           37,905.00         ZZ
                                         360         37,886.84          1
                                       9.625            322.19         95
                                       9.375            322.19
    SAN ANTONIO      TX   78248          1            06/04/01         23
    0412704389                           07           08/01/01          0
    0412704389                           N            07/01/31
    0


    4902349          E82/G01             F          111,500.00         ZZ
                                         360        111,395.53          1
                                       9.750            957.96        100
                                       9.500            957.96
    DECATUR          GA   30032          9            06/01/01         23
    0400434908                           05           07/01/01          0
    0400434908                           O            06/01/31
    0


    4903490          E84/G01             F           92,500.00         ZZ
                                         360         92,403.73          1
                                       9.250            760.97        100
                                       9.000            760.97
    SALEM            OR   97302          1            05/23/01         23
    0432876951                           05           07/01/01          0
1


    60702778                             O            06/01/31
    0


    4903520          R49/G01             F          157,000.00         ZZ
                                         360        156,924.79          1
                                       9.625          1,334.48        100
                                       9.375          1,334.48
    LAS VEGAS        NV   89128          1            06/12/01         23
    0433032158                           05           08/01/01          0
    9709702                              O            07/01/31
    0


    4903737          696/G01             F          251,450.00         ZZ
                                         360        250,922.50          1
                                       9.250          2,068.62        107
                                       9.000          2,068.62
    UPPER MARLBORO   MD   20772          2            03/27/01         23
    0432845188                           05           05/01/01          0
    20201032                             O            04/01/31
    0


    4903892          808/G01             F          182,500.00         ZZ
                                         360        182,395.00          1
                                       8.750          1,435.73        102
                                       8.500          1,435.73
    TURLOCK          CA   95382          1            06/04/01         23
    0432894897                           05           08/01/01          0
    9421325                              O            07/01/31
    0


    4904248          F34/G01             F          140,080.00         ZZ
                                         360        140,044.16          1
                                      12.500          1,495.01        103
                                      12.250          1,495.01
    LOGANVILLE       GA   30052          1            06/08/01         23
    0432986032                           05           08/01/01          0
    30105036                             O            07/01/31
    0


    4904734          B57/G01             F          255,000.00         T
                                         360        254,874.57          1
                                       9.500          2,144.18        100
                                       9.250          2,144.18
    NORTHRIDGE AREA  CA   91325          1            06/07/01         23
    0432921781                           05           08/01/01          0
    2114458                              O            07/01/31
    0


1


    4905721          642/G01             F          122,250.00         ZZ
                                         360        122,191.44          1
                                       9.625          1,039.11        107
                                       9.375          1,039.11
    CHESTERVILLE     OH   43317          5            06/05/01         23
    0432898609                           05           08/01/01          0
    05096901                             O            07/01/31
    0


    4905784          642/G01             F           61,000.00         ZZ
                                         360         60,970.00          1
                                       9.500            512.92        106
                                       9.250            512.92
    SAGINAW          MI   48602          5            06/07/01         23
    0432911311                           05           08/01/01          0
    04144801                             O            07/01/31
    0


    4906304          B57/G01             F          185,000.00         ZZ
                                         360        184,893.56          1
                                       8.750          1,455.40        100
                                       8.500          1,455.40
    MESA             AZ   85203          1            06/15/01         23
    0433006806                           05           08/01/01          0
    21A0414                              O            07/01/31
    0


    4906335          P23/G01             F           85,000.00         ZZ
                                         360         84,911.54          1
                                       9.250            699.27        100
                                       9.000            699.27
    INDIANAPOLIS     IN   46229          1            05/29/01         23
    0432917235                           05           07/01/01          0
    WTL010001632                         O            06/01/31
    0


    4906369          E47/G01             F          108,150.00         ZZ
                                         360        108,103.42          1
                                      10.125            959.10        103
                                       9.875            959.10
    BOONE            IA   50036          5            06/13/01         23
    0432970648                           05           08/01/01          0
    4322447426                           O            07/01/31
    0


    4906428          642/G01             F          216,347.00         ZZ
                                         360        216,083.83          1
                                       8.500          1,663.52        106
                                       8.250          1,663.52
1


    YUCAIPA          CA   92399          1            05/22/01         23
    0432866150                           05           07/01/01          0
    04118101                             O            06/01/31
    0


    4906537          K15/G01             F           89,000.00         ZZ
                                         360         88,961.67          1
                                      10.125            789.27         99
                                       9.875            789.27
    GREENVILLE       SC   29617          2            06/07/01         23
    0432908945                           05           08/01/01          0
    1                                    O            07/01/31
    0


    4907010          P23/G01             F          133,650.00         ZZ
                                         360        133,499.59          1
                                       8.875          1,063.38         99
                                       8.625          1,063.38
    CHICAGO          IL   60628          1            05/29/01         23
    0432876910                           05           07/01/01          0
    AFS010001430                         O            06/01/31
    0


    4907462          642/G01             F          153,600.00         ZZ
                                         360        153,502.05          1
                                       8.250          1,153.95        103
                                       8.000          1,153.95
    EL CAJON         CA   92019          1            06/08/01         23
    0432897718                           05           08/01/01          0
    06124501                             O            07/01/31
    0


    4908163          N67/G01             F          177,500.00         ZZ
                                         360        177,300.24          1
                                       8.875          1,412.27        103
                                       8.625          1,412.27
    RENO             NV   89511          1            05/21/01         23
    0432879658                           03           07/01/01          0
    1380002678                           O            06/01/31
    0


    4909103          E47/G01             F          118,750.00         ZZ
                                         360        118,686.80          1
                                       9.125            966.19         95
                                       8.875            966.19
    ELGIN            IL   60123          1            06/08/01         23
    0432998144                           05           08/01/01          0
    7360511936                           O            07/01/31
    0
1




    4909760          E22/G01             F          190,450.00         ZZ
                                         360        190,241.17          1
                                       9.000          1,532.40        107
                                       8.750          1,532.40
    INDIANAPOLIS     IN   46220          1            06/05/01         23
    0412643959                           05           07/01/01          0
    0412643959                           O            06/01/31
    0


    4909773          E22/G01             F           69,550.00         ZZ
                                         360         69,376.84          1
                                       9.250            572.17        106
                                       9.000            572.17
    HUNTSVILLE       AL   35805          9            05/31/01         23
    0412663049                           05           07/01/01          0
    0412663049                           O            06/01/31
    0


    4909779          E22/G01             F          237,400.00         ZZ
                                         360        237,171.64          1
                                       9.625          2,017.87         95
                                       9.375          2,017.87
    OAK PARK         IL   60304          1            06/05/01         23
    0412669814                           05           07/01/01          0
    0412669814                           N            06/01/31
    0


    4909785          E22/G01             F          137,500.00         ZZ
                                         360        137,405.91          1
                                       8.500          1,057.26        106
                                       8.000          1,057.26
    STOCKTON         CA   95204          9            05/30/01         23
    0412676892                           05           08/01/01          0
    0412676892                           O            07/01/31
    0


    4909797          E22/G01             F          165,850.00         ZZ
                                         360        165,658.47          1
                                       8.750          1,304.74        107
                                       8.500          1,304.74
    STOCKTON         CA   95207          1            05/29/01         23
    0412686982                           05           07/01/01          0
    0412686982                           O            06/01/31
    0


    4909802          E22/G01             F          167,850.00         ZZ
                                         360        167,624.68          1
1


                                      10.125          1,488.53        100
                                       9.875          1,488.53
    AURORA           OR   97002          1            05/29/01         23
    0412692758                           05           07/01/01          0
    0412692758                           O            06/01/31
    0


    4909807          E22/G01             F          330,000.00         ZZ
                                         360        329,674.07          1
                                       9.500          2,774.82        105
                                       9.000          2,774.82
    OAKLAND          CA   94608          1            05/29/01         23
    0412697559                           05           07/01/01          0
    0412697559                           O            06/01/31
    0


    4909813          E22/G01             F           52,100.00         ZZ
                                         360         52,048.54          1
                                       9.500            438.09         95
                                       9.250            438.09
    INDIANAPOLIS     IN   46208          1            06/05/01         23
    0412701039                           05           07/01/01          0
    0412701039                           N            06/01/31
    0


    4910150          G52/G01             F          102,000.00         ZZ
                                         360        101,852.23          1
                                       9.625            866.99        100
                                       9.375            866.99
    TUCSON           AZ   85711          1            04/27/01         23
    0432925667                           05           06/01/01          0
    9700000109                           O            05/01/31
    0


    4911166          U05/G01             F          168,000.00         ZZ
                                         360        167,912.91          1
                                       9.250          1,382.09        100
                                       9.000          1,382.09
    HUNTSVILLE       TX   77340          1            06/20/01         23
    0433034261                           05           08/01/01          0
    3142037                              O            07/01/31
    0


    4912354          253/G01             F           64,600.00         ZZ
                                         360         64,568.22          1
                                       9.500            543.20         95
                                       9.250            543.20
    MIDDLETOWN       OH   45044          1            06/21/01         10
    0432996098                           05           08/01/01         30
1


    970871                               N            07/01/31
    0


    4912699          940/G01             F          230,542.00         ZZ
                                         360        230,409.37          1
                                       8.750          1,813.67        105
                                       8.500          1,813.67
    SAN BERNARDINO   CA   92407          1            06/13/01         23
    0432916732                           05           08/01/01          0
    40010253                             O            07/01/31
    0


    4912899          940/G01             F           78,000.00         ZZ
                                         360         77,952.75          1
                                       8.500            599.75        100
                                       8.250            599.75
    APPLE VALLEY     CA   92307          1            06/12/01         23
    0432906444                           05           08/01/01          0
    65010184                             O            07/01/31
    0


    4914946          Q78/G01             F           66,340.00         ZZ
                                         360         66,275.06          1
                                       9.625            563.89        107
                                       9.375            563.89
    LINCOLN          NE   68507          1            05/30/01         23
    0432902724                           05           07/01/01          0
    687731                               O            06/01/31
    0


    4915867          B28/G01             F          102,485.00         ZZ
                                         360        102,485.00          1
                                       9.125            833.86        103
                                       8.875            833.86
    DENVER           CO   80231          1            07/18/01         23
    0433024692                           01           09/01/01          0
    0106050044                           O            08/01/31
    0


    4916778          N67/G01             F          121,600.00         ZZ
                                         360        121,479.90          1
                                       9.500          1,022.48         95
                                       9.250          1,022.48
    TAYLORSVILLE     UT   84123          1            05/16/01         23
    0432909554                           05           07/01/01          0
    1160003550                           N            06/01/31
    0


1


    4917412          K15/G01             F          102,900.00         ZZ
                                         360        102,874.39          1
                                      12.625          1,108.20        103
                                      12.375          1,108.20
    SANDUSKY         OH   44870          5            06/11/01         23
    0432906642                           05           08/01/01          0
    028705303303                         O            07/01/31
    0


    4917463          K15/G01             F          185,400.00         ZZ
                                         360        185,313.51          1
                                       9.750          1,592.87        103
                                       9.500          1,592.87
    NASHUA           NH   03062          5            06/11/01         23
    0432905230                           05           08/01/01          0
    033305305156                         O            07/01/31
    0


    4917660          642/G01             F           80,300.00         ZZ
                                         360         80,268.09          1
                                      10.500            734.54        103
                                      10.250            734.54
    CHICAGO          IL   60621          1            06/25/01         23
    0432985448                           05           08/01/01          0
    06118401                             O            07/01/31
    0


    4919650          664/G01             F          185,100.00         ZZ
                                         360        184,996.23          1
                                       8.875          1,472.74         99
                                       8.625          1,472.74
    LOS ANGELES      CA   90065          1            06/18/01         23
    0433012739                           05           08/01/01          0
    0008159931                           O            07/01/31
    0


    4920435          950/G01             F           83,995.00         ZZ
                                         360         83,949.12          1
                                       9.000            675.84        107
                                       8.750            675.84
    ELLENSBURG       WA   98926          1            06/19/01         23
    0433018926                           05           08/01/01          0
    E1105167                             O            07/01/31
    0


    4920702          588/G01             F           63,800.00         ZZ
                                         360         63,738.63          1
                                       9.625            542.29        107
                                       9.375            542.29
1


    WINSLOW TOWNSHI  NJ   08081          1            05/24/01         23
    0432900256                           05           07/01/01          0
    00010419454                          O            06/01/31
    0


    4921122          455/G01             F           80,340.00         ZZ
                                         360         80,310.56          1
                                      10.875            757.52        103
                                      10.625            757.52
    OLD HICKORY      TN   37138          1            06/12/01         23
    0432908390                           05           08/01/01          0
    42001115                             O            07/01/31
    0


    4921743          737/G01             F          190,000.00         ZZ
                                         360        189,908.98          1
                                       9.625          1,614.98        100
                                       9.375          1,614.98
    SANTA ANA        CA   92704          1            06/11/01         23
    0432956258                           05           08/01/01          0
    0001774249                           O            07/01/31
    0


    4921941          Q64/G01             F          133,000.00         ZZ
                                         360        132,861.57          1
                                       9.250          1,094.16        100
                                       9.000          1,094.16
    MARIETTA         GA   30062          1            05/25/01         23
    0432934768                           05           07/01/01          0
    0101979607                           O            06/01/31
    0


    4922520          Q64/G01             F          264,500.00         ZZ
                                         360        264,238.77          1
                                       9.500          2,224.06        100
                                       9.250          2,224.06
    HEATHROW         FL   32746          1            05/25/01         23
    0432903490                           03           07/01/01          0
    0101193951                           O            06/01/31
    0


    4922623          E22/G01             F          267,285.00         ZZ
                                         360        267,142.76          1
                                       9.125          2,174.72        103
                                       8.875          2,174.72
    SANTA ROSA       CA   95407          1            05/31/01         23
    0412481756                           03           08/01/01          0
    0412481756                           O            07/01/31
    0
1




    4922629          E22/G01             F           72,450.00         ZZ
                                         360         72,380.30          1
                                       9.625            615.82         95
                                       9.375            615.82
    DAVENPORT        IA   52804          1            06/06/01         23
    0412593113                           05           07/01/01          0
    0412593113                           N            06/01/31
    0


    4922645          E22/G01             F          277,000.00         ZZ
                                         360        276,726.42          1
                                       9.500          2,329.17        100
                                       9.000          2,329.17
    HAYWARD          CA   94541          1            05/22/01         23
    0412636532                           05           07/01/01          0
    0412636532                           O            06/01/31
    0


    4922662          E22/G01             F          111,150.00         ZZ
                                         360        111,096.76          1
                                       9.625            944.76         95
                                       9.375            944.76
    SACRAMENTO       CA   95833          1            05/31/01         23
    0412661639                           05           08/01/01          0
    0412661639                           O            07/01/31
    0


    4922691          E22/G01             F          127,325.00         ZZ
                                         360        126,785.82          1
                                       8.750          1,001.67        107
                                       8.500          1,001.67
    STOCKTON         CA   95204          1            05/31/01         23
    0412690273                           05           08/01/01          0
    0412690273                           O            07/01/31
    0


    4922696          E22/G01             F          124,450.00         ZZ
                                         360        124,330.28          1
                                       9.625          1,057.81         95
                                       9.375          1,057.81
    CEDAR HILL       TX   75104          1            05/31/01         23
    0412695173                           05           07/01/01          0
    0412695173                           N            06/01/31
    0


    4922774          U59/G01             F          110,000.00         ZZ
                                         360        109,899.63          1
1


                                       9.875            955.19        100
                                       9.625            955.19
    PEMBERTON TOWNS  NJ   08068          1            06/15/01         23
    0432917524                           05           07/15/01          0
    800825236                            O            06/15/31
    0


    4924661          E22/G01             F          283,250.00         ZZ
                                         360        282,955.18          1
                                       9.250          2,330.23        103
                                       8.750          2,330.23
    VENTURA          CA   93003          9            05/10/01         23
    0412566291                           05           07/01/01          0
    0412566291                           O            06/01/31
    0


    4924668          E22/G01             F           69,000.00         ZZ
                                         360         68,941.89          1
                                      10.250            618.31        103
                                      10.000            618.31
    LAKE CHARLES     LA   70601          1            06/07/01         23
    0412633034                           05           07/01/01          0
    0412633034                           O            06/01/31
    0


    4924669          E22/G01             F           51,895.00         ZZ
                                         360         51,868.09          1
                                       9.250            426.93        107
                                       8.750            426.93
    BAKERSFIELD      CA   93304          1            05/31/01         23
    0412634784                           05           08/01/01          0
    0412634784                           O            07/01/31
    0


    4924672          E22/G01             F          143,201.00         ZZ
                                         360        141,881.54          1
                                      10.125          1,269.94        103
                                       9.625          1,269.94
    FERNLEY          NV   89408          1            05/16/01         23
    0412639312                           05           07/01/01          0
    0412639312                           O            06/01/31
    0


    4924673          E22/G01             F          210,700.00         ZZ
                                         360        210,609.24          2
                                      10.125          1,868.54         98
                                       9.875          1,868.54
    KETCHIKAN        AK   99901          1            06/01/01         23
    0412648453                           05           08/01/01          0
1


    0412648453                           O            07/01/31
    0


    4924682          E22/G01             F           63,200.00         ZZ
                                         360         63,146.76          1
                                      10.250            566.34        103
                                      10.000            566.34
    MADISON          AL   35758          1            06/07/01         23
    0412674798                           05           07/01/01          0
    0412674798                           O            06/01/31
    0


    4924685          E22/G01             F          134,900.00         ZZ
                                         360        134,822.41          1
                                      12.000          1,387.60        103
                                      11.750          1,387.60
    ORLANDO          FL   32792          1            06/07/01         23
    0412684268                           05           07/01/01          0
    0412684268                           O            06/01/31
    0


    4924695          E22/G01             F           39,700.00         T
                                         360         39,681.97          1
                                       9.875            344.73        102
                                       9.375            344.73
    KUNKLETOWN       PA   18058          1            06/07/01         23
    0412697310                           03           08/01/01          0
    0412697310                           O            07/01/31
    0


    4924698          E22/G01             F          109,235.00         ZZ
                                         360        109,175.33          1
                                       9.000            878.93        107
                                       8.750            878.93
    ALLEN            TX   75002          1            06/07/01         23
    0412698359                           05           08/01/01          0
    0412698359                           O            07/01/31
    0


    4924709          E22/G01             F           85,300.00         ZZ
                                         360         85,206.47          1
                                       9.000            686.34        107
                                       8.750            686.34
    FORT WORTH       TX   76137          1            06/05/01         23
    0412710857                           05           07/01/01          0
    0412710857                           O            06/01/31
    0


1


    4924710          E22/G01             F           69,900.00         ZZ
                                         360         69,867.39          1
                                       9.750            600.55        100
                                       9.250            600.55
    HOUSTON          TX   77014          1            06/06/01         23
    0412716284                           05           08/01/01          0
    0412716284                           O            07/01/31
    0


    4924748          E82/G01             F           80,250.00         ZZ
                                         360         80,211.55          1
                                       9.625            682.12        107
                                       9.375            682.12
    EVANSVILLE       IN   47714          5            06/06/01         23
    0400435582                           05           08/01/01          0
    0400435582                           O            07/01/31
    0


    4925856          E87/G01             F           89,555.00         ZZ
                                         360         89,507.34          1
                                       9.125            728.65        107
                                       8.875            728.65
    COAL TOWNSHIP    PA   17866          2            06/22/01         23
    0432996742                           05           08/01/01          0
    01060024                             O            07/01/31
    0


    4926218          S02/G01             F           87,600.00         ZZ
                                         360         87,555.77          2
                                       9.375            728.61        100
                                       9.125            728.61
    PITTSBURGH       PA   15206          1            06/13/01         23
    0432921112                           05           08/01/01          0
    01105276                             O            07/01/31
    0


    4926554          147/G01             F           25,000.00         ZZ
                                         360         24,987.37          1
                                       9.375            207.94        100
                                       9.125            207.94
    PITTSBURGH       PA   15216          1            06/13/01         23
    0432943249                           05           08/01/01          0
    1                                    O            07/01/31
    0


    4926813          S02/G01             F          227,977.00         ZZ
                                         360        227,867.79          1
                                       9.625          1,937.78        100
                                       9.375          1,937.78
1


    ANAHEIM          CA   92807          1            06/14/01         23
    0432985661                           09           08/01/01          0
    01106042                             O            07/01/31
    0


    4927295          Q64/G01             F          113,300.00         ZZ
                                         360        113,209.56          1
                                      10.500          1,036.40        101
                                      10.250          1,036.40
    EDGEWATER        FL   32141          5            05/25/01         23
    0432927879                           05           07/01/01          0
    0101924306                           O            06/01/31
    0


    4927352          U05/G01             F          166,000.00         ZZ
                                         360        165,918.35          1
                                       9.500          1,395.82        102
                                       9.250          1,395.82
    AURORA           IL   60504          1            06/26/01         23
    0432982361                           05           08/01/01          0
    3134608                              O            07/01/31
    0


    4927831          Q64/G01             F           89,900.00         ZZ
                                         360         89,815.78          1
                                       9.750            772.38        100
                                       9.500            772.38
    GRAND PRAIRIE    TX   75052          1            05/21/01         23
    0432908226                           05           07/01/01          0
    0101194082                           O            06/01/31
    0


    4927947          642/G01             F           84,460.00         ZZ
                                         360         84,392.58          1
                                      10.500            772.59        103
                                      10.250            772.59
    GARFIELD HEIGHT  OH   44125          5            05/31/01         23
    0432895944                           05           07/01/01          0
    05015401                             O            06/01/31
    0


    4928068          685/G01             F          230,000.00         ZZ
                                         360        229,874.37          1
                                       9.000          1,850.63        100
                                       8.750          1,850.63
    SAN FERNANDO     CA   91340          1            06/20/01         23
    0432931608                           05           08/01/01          0
    125938                               O            07/01/31
    0
1




    4928513          J40/G01             F           79,800.00         ZZ
                                         360         79,721.19          1
                                       9.500            671.00         95
                                       9.250            671.00
    ATLANTA          GA   30331          1            05/24/01         23
    0432947943                           05           07/01/01          0
    1054436                              N            06/01/31
    0


    4928563          Q64/G01             F          129,150.00         ZZ
                                         360        129,022.43          1
                                       9.500          1,085.97        100
                                       9.250          1,085.97
    DULUTH           GA   30096          1            05/21/01         23
    0432906626                           05           07/01/01          0
    0101964500                           O            06/01/31
    0


    4929002          Q64/G01             F           86,500.00         ZZ
                                         360         86,416.77          1
                                       9.625            735.25        107
                                       9.375            735.25
    NORTH MYRTLE BE  SC   29582          1            05/18/01         23
    0432934834                           01           07/01/01          0
    0101866002                           O            06/01/31
    0


    4929378          J40/G01             F           47,380.00         ZZ
                                         360         47,346.97          1
                                      11.125            455.69        103
                                      10.875            455.69
    KNOXVILLE        TN   37914          5            05/25/01         23
    0432947877                           05           07/01/01          0
    1054559                              O            06/01/31
    0


    4930046          664/G01             F           88,580.00         ZZ
                                         360         88,543.84          1
                                      10.375            802.01        103
                                      10.125            802.01
    LOUISVILLE       KY   40219          1            06/15/01         23
    0433018496                           05           08/01/01          0
    0008152837                           O            07/01/31
    0


    4930159          700/G01             F          300,000.00         ZZ
                                         360        299,848.50          1
1


                                       9.375          2,495.25         99
                                       9.125          2,495.25
    LAKE ARROWHEAD   CA   92352          1            06/25/01         23
    0433015567                           05           08/01/01          0
    00259714                             O            07/01/31
    0


    4930200          696/G01             F          290,000.00         ZZ
                                         360        289,656.34          1
                                       8.625          2,255.59        104
                                       8.375          2,255.59
    PURCELLVILLE     VA   20132          1            05/15/01         23
    0432883833                           05           07/01/01          0
    50101068                             O            06/01/31
    0


    4930261          S02/G01             F          234,900.00         ZZ
                                         360        234,761.31          1
                                       8.625          1,827.03        100
                                       8.375          1,827.03
    LOS ANGELES-GRA  CA   91344          1            06/13/01         23
    0432918316                           05           08/01/01          0
    01106077                             O            07/01/31
    0


    4930794          808/G01             F          131,500.00         ZZ
                                         360        131,500.00          1
                                       9.125          1,069.93        100
                                       8.875          1,069.93
    FONTANA          CA   92336          1            07/06/01         23
    0433023058                           05           09/01/01          0
    9319459                              O            08/01/31
    0


    4931091          U62/G01             F          236,000.00         ZZ
                                         360        235,720.34          1
                                       8.625          1,835.58         98
                                       8.375          1,835.58
    SAN DIMAS        CA   91773          2            05/25/01         23
    0432921740                           09           07/01/01          0
    2001254207                           O            06/01/31
    0


    4931345          R17/G01             F           77,250.00         ZZ
                                         360         77,188.33          1
                                      10.500            706.64        103
                                      10.250            706.64
    POMPANO BEACH    FL   33069          1            05/23/01         23
    0432935005                           01           07/01/01          0
1


    1000042103                           O            06/01/31
    0


    4931602          700/G01             F          115,900.00         ZZ
                                         360        115,841.47          1
                                       9.375            964.00         95
                                       9.125            964.00
    POLLOCK PINES    CA   95726          1            06/14/01         23
    0433031010                           03           08/01/01          0
    00258153                             N            07/01/31
    0


    4931791          948/G01             F          237,500.00         ZZ
                                         360        237,380.06          1
                                       9.375          1,975.41        100
                                       9.125          1,975.41
    LA HABRA         CA   90631          1            06/18/01         23
    0432991297                           05           08/01/01          0
    6034595                              O            07/01/31
    0


    4932134          E22/G01             F           74,500.00         ZZ
                                         360         74,424.47          1
                                       9.375            619.65        107
                                       9.125            619.65
    MIAMI            FL   33169          1            06/08/01         23
    0412657736                           01           07/01/01          0
    0412657736                           O            06/01/31
    0


    4932136          E22/G01             F          259,500.00         ZZ
                                         360        259,378.93          1
                                       9.750          2,229.51        103
                                       9.500          2,229.51
    ANAHEIM          CA   92806          1            06/04/01         23
    0412660672                           05           08/01/01          0
    0412660672                           O            07/01/31
    0


    4932141          E22/G01             F           91,200.00         ZZ
                                         360         91,155.14          1
                                       9.500            766.86        105
                                       9.250            766.86
    SACRAMENTO       CA   95820          1            06/04/01         23
    0412665929                           05           08/01/01          0
    0412665929                           O            07/01/31
    0


1


    4932154          E22/G01             F          123,000.00         ZZ
                                         360        122,927.38          1
                                       8.625            956.68        100
                                       8.125            956.68
    PLEASANTON       TX   78064          1            06/06/01         23
    0412680365                           05           08/01/01          0
    0412680365                           O            07/01/31
    0


    4932160          E22/G01             F          193,178.00         ZZ
                                         360        193,082.98          1
                                       9.500          1,624.35        100
                                       9.250          1,624.35
    PALM SPRINGS     CA   92262          1            05/31/01         23
    0412684607                           05           08/01/01          0
    0412684607                           O            07/01/31
    0


    4932161          E22/G01             F          217,200.00         ZZ
                                         360        216,854.82          1
                                       8.875          1,728.14        107
                                       8.625          1,728.14
    APEX             NC   27502          2            05/30/01         23
    0412685059                           03           07/01/01          0
    0412685059                           O            06/01/31
    0


    4932165          E22/G01             F          190,000.00         ZZ
                                         360        189,906.55          1
                                       9.500          1,597.62        100
                                       9.250          1,597.62
    SALT LAKE CITY   UT   84121          1            06/06/01         23
    0412693178                           05           08/01/01          0
    0412693178                           O            07/01/31
    0


    4932168          E22/G01             F          172,000.00         ZZ
                                         360        171,898.45          1
                                       8.625          1,337.80        104
                                       8.375          1,337.80
    CORAL SPRINGS    FL   33076          1            06/08/01         23
    0412698425                           03           08/01/01          0
    0412698425                           O            07/01/31
    0


    4932174          E22/G01             F           66,950.00         ZZ
                                         360         66,916.19          1
                                       9.375            556.86        100
                                       9.125            556.86
1


    KANSAS CITY      KS   66111          1            06/08/01         23
    0412708331                           05           08/01/01          0
    0412708331                           O            07/01/31
    0


    4932958          F34/G01             F           97,850.00         ZZ
                                         360         97,810.05          1
                                      10.375            885.94        103
                                      10.125            885.94
    DELRAY BEACH     FL   33445          1            06/18/01         23
    0432972040                           09           08/01/01          0
    30106022                             O            07/01/31
    0


    4934677          N74/G01             F          150,000.00         ZZ
                                         360        149,922.24          1
                                       9.250          1,234.01        100
                                       9.000          1,234.01
    WINSTON SALEM    NC   27105          1            06/29/01         23
    0433003621                           05           08/01/01          0
    0029057010                           O            07/01/31
    0


    4935080          J95/G01             F          385,500.00         ZZ
                                         360        385,278.21          1
                                       8.750          3,032.73        100
                                       8.500          3,032.73
    SUNNYVALE        CA   94086          1            06/15/01         23
    0432922649                           01           08/01/01          0
    0027174911                           O            07/01/31
    0


    4938600          737/G01             F          146,000.00         ZZ
                                         360        145,926.28          1
                                       9.375          1,214.35        100
                                       9.125          1,214.35
    GLENDALE         AZ   85302          1            06/25/01         23
    0432989200                           03           08/01/01          0
    2022066                              O            07/01/31
    0


    4939085          940/G01             F          139,050.00         ZZ
                                         360        138,972.05          1
                                       8.875          1,106.34        103
                                       8.625          1,106.34
    VICTORVILLE      CA   92392          1            06/15/01         23
    0432908846                           05           08/01/01          0
    65010173                             O            07/01/31
    0
1




    4939233          624/G01             F           87,400.00         ZZ
                                         360         87,353.48          1
                                       9.125            711.12         95
                                       8.875            711.12
    HANFORD          CA   93230          1            06/13/01         23
    0432907053                           05           08/01/01          0
    36500312336F                         N            07/01/31
    0


    4939794          642/G01             F           99,910.00         ZZ
                                         360         99,865.80          1
                                      10.000            876.78        103
                                       9.750            876.78
    WARREN           MI   48089          2            06/08/01         23
    0432992261                           05           08/01/01          0
    05060201                             O            07/01/31
    0


    4939886          U05/G01             F          137,750.00         ZZ
                                         360        137,672.78          1
                                       8.875          1,096.00         95
                                       8.625          1,096.00
    CHICO            CA   95926          1            06/19/01         01
    0433004710                           05           08/01/01         30
    3138886                              N            07/01/31
    0


    4941082          E22/G01             F           76,380.00         ZZ
                                         360         76,343.41          1
                                       9.625            649.22        100
                                       9.375            649.22
    CHIMNEY ROCK     NC   28720          1            06/11/01         23
    0412633992                           05           08/01/01          0
    0412633992                           O            07/01/31
    0


    4941101          E22/G01             F          196,950.00         ZZ
                                         360        196,855.65          1
                                       9.625          1,674.05        100
                                       9.375          1,674.05
    ALGONAC          MI   48001          1            06/11/01         23
    0412670838                           05           08/01/01          0
    0412670838                           O            07/01/31
    0


    4941105          E22/G01             F          109,000.00         ZZ
                                         360        108,968.81          1
1


                                      12.000          1,121.19         95
                                      11.500          1,121.19
    ARDEN            NC   28704          1            06/11/01         23
    0412674855                           05           08/01/01          0
    0412674855                           O            07/01/31
    0


    4941168          E22/G01             F           77,950.00         ZZ
                                         360         77,910.63          1
                                       9.375            648.35        100
                                       9.125            648.35
    ENGLEWOOD        OH   45322          1            06/11/01         23
    0412726077                           05           08/01/01          0
    0412726077                           O            07/01/31
    0


    4941430          G75/G01             F          376,600.00         ZZ
                                         360        376,371.85          1
                                       8.500          2,895.73        107
                                       8.250          2,895.73
    ELKRIDGE         MD   21075          5            06/15/01         23
    0432989820                           03           08/01/01          0
    04378697                             O            07/01/31
    0


    4941909          642/G01             F          200,000.00         ZZ
                                         360        199,899.00          1
                                       9.375          1,663.50        102
                                       9.125          1,663.50
    ALHAMBRA         CA   91801          1            06/14/01         23
    0432946200                           01           08/01/01          0
    06104801                             O            07/01/31
    0


    4942742          B28/G01             F          200,300.00         ZZ
                                         360        200,187.71          1
                                       8.875          1,593.68        103
                                       8.625          1,593.68
    CHICAGO          IL   60634          1            06/29/01         23
    0433015047                           05           08/01/01          0
    0103280037                           O            07/01/31
    0


    4943129          N67/G01             F          110,000.00         ZZ
                                         360        109,878.33          1
                                       9.250            904.94        100
                                       9.000            904.94
    LAKE VILLAGE     IN   46349          1            05/30/01         23
    0432908937                           05           07/01/01          0
1


    3250005409                           O            06/01/31
    0


    4943396          B23/G01             F          191,500.00         ZZ
                                         360        191,377.88          1
                                       8.250          1,438.68        107
                                       8.000          1,438.68
    TEMECULA         CA   92592          1            06/15/01         23
    0432910503                           03           08/01/01          0
    88004559                             O            07/01/31
    0


    4945438          Q78/G01             F          133,750.00         ZZ
                                         360        133,678.82          1
                                       9.125          1,088.24        107
                                       8.875          1,088.24
    FRANKFORT        IN   46041          1            06/05/01         23
    0432946655                           05           08/01/01          0
    687752                               O            07/01/31
    0


    4945605          N67/G01             F          104,300.00         ZZ
                                         360        104,173.17          1
                                       8.500            801.98        107
                                       8.250            801.98
    WEST LAFAYETTE   IN   47906          1            05/31/01         23
    0432912111                           05           07/01/01          0
    3250005519                           O            06/01/31
    0


    4945822          003/G01             F          156,850.00         ZZ
                                         360        156,686.74          1
                                       9.250          1,290.37        100
                                       9.000          1,290.37
    CUMMING          GA   30040          1            05/30/01         23
    0432985257                           05           07/01/01          0
    0021462783                           O            06/01/31
    0


    4946003          U35/G01             F           98,880.00         ZZ
                                         360         98,835.08          1
                                       9.875            858.62        103
                                       9.625            858.62
    OAK CREEK        WI   53154          1            06/18/01         23
    0432949147                           05           08/01/01          0
    9680007                              O            07/01/31
    0


1


    4946105          T17/G01             F           85,490.00         ZZ
                                         360         85,419.75          1
                                      10.500            782.01        103
                                      10.250            782.01
    MIAMI            FL   33055          1            06/15/01         23
    0432998334                           05           07/14/01          0
    01030584                             O            06/14/31
    0


    4948018          T24/G01             F           66,900.00         ZZ
                                         360         66,828.53          1
                                       9.125            544.32        106
                                       8.875            544.32
    HOUSTON          TX   77044          1            05/11/01         23
    0432909034                           03           07/01/01          0
    09950202                             O            06/01/31
    0


    4949137          R74/G01             F           47,000.00         ZZ
                                         360         46,975.12          1
                                       9.150            383.26        100
                                       8.900            383.26
    EAST PEORIA      IL   61611          1            06/15/01         23
    0432913655                           05           08/01/01          0
    2020023795                           O            07/01/31
    0


    4949304          J40/G01             F          130,000.00         ZZ
                                         360        129,936.06          1
                                       9.500          1,093.11        100
                                       9.250          1,093.11
    MOUNT PLEASANT   MS   38649          1            06/18/01         23
    0432947984                           05           08/01/01          0
    1057556                              O            07/01/31
    0


    4949465          R65/G01             F          128,400.00         ZZ
                                         360        128,400.00          1
                                       8.625            998.68        107
                                       8.375            998.68
    SHERIDAN         WY   82801          5            07/03/01         23
    0433016094                           05           09/01/01          0
    20013313                             O            08/01/31
    0


    4950265          E22/G01             F          285,000.00         ZZ
                                         360        284,852.25          1
                                       9.250          2,344.62        100
                                       8.750          2,344.62
1


    LIVERMORE        CA   94550          1            06/07/01         23
    0412643686                           05           08/01/01          0
    0412643686                           O            07/01/31
    0


    4950271          E22/G01             F           42,750.00         ZZ
                                         360         42,728.97          1
                                       9.500            359.47         95
                                       9.000            359.47
    SOAP LAKE        WA   98851          1            05/29/01         23
    0412665267                           05           08/01/01          0
    0412665267                           N            07/01/31
    0


    4950299          E22/G01             F          117,500.00         ZZ
                                         360        117,442.21          1
                                       9.500            988.00        100
                                       9.000            988.00
    TORRANCE         CA   90502          1            06/06/01         23
    0412702078                           01           08/01/01          0
    0412702078                           O            07/01/31
    0


    4950317          E22/G01             F          257,500.00         ZZ
                                         360        257,400.40          1
                                      10.625          2,379.55        103
                                      10.125          2,379.55
    FAIRFIELD        CT   06432          1            06/12/01         23
    0412721789                           05           08/01/01          0
    0412721789                           O            07/01/31
    0


    4950319          E22/G01             F          144,900.00         ZZ
                                         360        144,824.88          1
                                       9.250          1,192.06        100
                                       9.000          1,192.06
    TROY             MI   48083          1            06/12/01         23
    0412727836                           05           08/01/01          0
    0412727836                           O            07/01/31
    0


    4950322          E22/G01             F          177,500.00         ZZ
                                         360        177,440.07          1
                                      11.250          1,723.99        100
                                      10.750          1,723.99
    FRUITA           CO   81521          1            06/12/01         23
    0412735920                           03           08/01/01          0
    0412735920                           O            07/01/31
    0
1




    4950887          W33/G01             F          139,100.00         ZZ
                                         360        138,969.69          1
                                       9.750          1,195.08        107
                                       9.500          1,195.08
    VAN BUREN        MI   48111          1            06/15/01         23
    0432917102                           05           07/15/01          0
    0125047                              O            06/15/31
    0


    4951863          685/G01             F          204,950.00         ZZ
                                         360        204,832.09          1
                                       8.750          1,612.34        100
                                       8.500          1,612.34
    LOS ANGELES      CA   91324          1            06/26/01         23
    0432952810                           05           08/01/01          0
    125982                               O            07/01/31
    0


    4953781          U62/G01             F          188,500.00         ZZ
                                         360        188,376.69          1
                                       8.125          1,399.61        101
                                       7.875          1,399.61
    SEABROOK         NH   03874          2            06/20/01         23
    0433022605                           01           08/01/01          0
    2001255472                           O            07/01/31
    0


    4953831          147/G01             F          277,950.00         ZZ
                                         360        277,797.86          1
                                       8.990          2,234.45        103
                                       8.740          2,234.45
    CORAL SPRINGS    FL   33076          1            06/15/01         23
    0432933505                           03           08/01/01          0
    10421257                             O            07/01/31
    0


    4955130          E87/G01             F           85,600.00         ZZ
                                         360         85,552.01          1
                                       8.875            681.07        107
                                       8.625            681.07
    KOKOMO           IN   46902          5            06/15/01         23
    0433000650                           05           08/01/01          0
    01050540                             O            07/01/31
    0


    4955166          964/G01             F          149,000.00         ZZ
                                         360        148,914.28          1
1


                                       8.750          1,172.18        100
                                       8.500          1,172.18
    LAS VEGAS        NV   89144          1            06/19/01         23
    0432958858                           03           08/01/01          0
    130390                               O            07/01/31
    0


    4955174          Q64/G01             F           76,200.00         ZZ
                                         360         76,124.72          1
                                       9.500            640.74        100
                                       9.250            640.74
    AUGUSTA          GA   30907          1            05/31/01         23
    0432934438                           07           07/01/01          0
    0101979508                           O            06/01/31
    0


    4955509          Q64/G01             F          154,450.00         ZZ
                                         360        154,305.31          1
                                       9.750          1,326.96        100
                                       9.500          1,326.96
    FORT WORTH       TX   76040          1            05/31/01         23
    0432916567                           03           07/01/01          0
    0101989408                           O            06/01/31
    0


    4956044          U05/G01             F          109,150.00         ZZ
                                         360        109,093.41          1
                                       9.250            897.95        106
                                       9.000            897.95
    FORT LAUDERDALE  FL   33317          1            06/18/01         23
    0432908283                           05           08/01/01          0
    3128959                              O            07/01/31
    0


    4956822          J95/G01             F          155,500.00         ZZ
                                         360        155,429.36          1
                                       9.875          1,350.28        103
                                       9.625          1,350.28
    FONTANA          CA   92336          2            06/26/01         23
    0433035862                           05           08/01/01          0
    0023618960                           O            07/01/31
    0


    4957360          964/G01             F          173,850.00         T
                                         360        173,850.00          1
                                       9.250          1,430.22        103
                                       9.000          1,430.22
    WHISPERING PINE  CA   95426          1            07/02/01         23
    0432998706                           05           09/01/01          0
1


    124929                               O            08/01/31
    0


    4957396          U62/G01             F           96,300.00         ZZ
                                         360         96,300.00          1
                                       8.375            731.95        107
                                       8.125            731.95
    JACKSONVILLE     FL   32277          2            07/10/01         23
    0433022662                           05           09/01/01          0
    2001263106                           O            08/01/31
    0


    4958435          964/G01             F          160,165.00         ZZ
                                         360        160,079.76          1
                                       9.125          1,303.16        103
                                       8.875          1,303.16
    LAS VEGAS        NV   89018          1            06/05/01         23
    0432944601                           05           08/01/01          0
    126409                               O            07/01/31
    0


    4958757          E22/G01             F           85,000.00         ZZ
                                         360         84,918.21          1
                                       9.625            722.50         95
                                       9.375            722.50
    REDFORD          MI   48239          1            05/03/01         23
    0412622276                           05           07/01/01          0
    0412622276                           N            06/01/31
    0


    4958769          E22/G01             F           96,300.00         ZZ
                                         360         96,243.15          1
                                       8.625            749.01        107
                                       8.375            749.01
    STOCKTON         CA   95207          1            06/06/01         23
    0412652497                           01           08/01/01          0
    0412652497                           O            07/01/31
    0


    4958770          E22/G01             F           79,150.00         ZZ
                                         360         79,106.77          1
                                       9.000            636.86        107
                                       8.750            636.86
    ELIZABETHTOWN    KY   42701          1            06/13/01         23
    0412656506                           05           08/01/01          0
    0412656506                           O            07/01/31
    0


1


    4958794          E22/G01             F           44,450.00         ZZ
                                         360         44,427.56          2
                                       9.375            369.71        100
                                       9.125            369.71
    JOHNSON          VT   05656          1            06/13/01         23
    0412693145                           05           08/01/01          0
    0412693145                           O            07/01/31
    0


    4958796          E22/G01             F          249,775.00         ZZ
                                         360        249,655.34          1
                                       9.625          2,123.06        103
                                       9.375          2,123.06
    CLOVERDALE       CA   95425          1            06/05/01         23
    0412696494                           05           08/01/01          0
    0412696494                           O            07/01/31
    0


    4958804          E22/G01             F          152,985.00         ZZ
                                         360        152,899.23          1
                                       8.875          1,217.22        100
                                       8.625          1,217.22
    GLENDALE         AZ   85308          1            06/08/01         23
    0412703340                           03           08/01/01          0
    0412703340                           O            07/01/31
    0


    4958812          E22/G01             F          193,950.00         T
                                         360        193,841.27          1
                                       8.875          1,543.15        100
                                       8.625          1,543.15
    MARINA           CA   93933          1            06/07/01         23
    0412708927                           01           08/01/01          0
    0412708927                           O            07/01/31
    0


    4958821          E22/G01             F          249,950.00         ZZ
                                         360        249,827.05          1
                                       9.500          2,101.72        100
                                       9.250          2,101.72
    TRACY            CA   95376          1            06/07/01         23
    0412716920                           05           08/01/01          0
    0412716920                           O            07/01/31
    0


    4958831          E22/G01             F          109,250.00         ZZ
                                         360        109,197.67          2
                                       9.625            928.61         95
                                       9.125            928.61
1


    WILTON MANORS    FL   33334          1            06/13/01         23
    0412734600                           05           08/01/01          0
    0412734600                           N            07/01/31
    0


    4958850          B28/G01             F          389,300.00         ZZ
                                         360        389,092.82          1
                                       9.125          3,167.48        102
                                       8.875          3,167.48
    ARVADA           CO   80005          1            06/28/01         23
    0433009172                           03           08/01/01          0
    0105230041                           O            07/01/31
    0


    4958899          U35/G01             F          152,100.00         ZZ
                                         360        152,023.19          1
                                       9.375          1,265.09        100
                                       9.125          1,265.09
    MADISON          WI   53719          1            06/22/01         23
    0432943736                           05           08/01/01          0
    9999999999999                        O            07/01/31
    0


    4960516          U35/G01             F          129,000.00         ZZ
                                         360        128,925.79          1
                                       8.750          1,014.84        100
                                       8.500          1,014.84
    FRESNO           CA   93727          1            06/21/01         23
    0432960383                           05           08/01/01          0
    YARISH                               O            07/01/31
    0


    4962229          S20/G01             F          127,600.00         ZZ
                                         360        127,473.98          1
                                       9.500          1,072.93        103
                                       9.250          1,072.93
    PELZER           SC   29669          1            06/19/01         23
    0432966232                           05           07/19/01          0
    0111819                              O            06/19/31
    0


    4962303          P23/G01             F           49,100.00         ZZ
                                         360         49,075.20          1
                                       9.375            408.39        107
                                       9.125            408.39
    BIG STONE GAP    VA   24219          1            06/01/01         23
    0432908523                           05           08/01/01          0
    WTL010001570                         O            07/01/31
    0
1




    4963439          U62/G01             F          233,000.00         ZZ
                                         360        232,899.64          1
                                      10.125          2,066.30        101
                                       9.875          2,066.30
    LITCHFIELD       NH   03052          2            05/31/01         23
    0432900843                           05           08/01/01          0
    2001251103                           O            07/01/31
    0


    4963662          U05/G01             F          159,000.00         ZZ
                                         360        158,915.38          1
                                       9.125          1,293.68        100
                                       8.875          1,293.68
    VANCOUVER        WA   98682          1            06/27/01         23
    0433000346                           05           08/01/01          0
    3141276                              O            07/01/31
    0


    4964370          286/G01             F           62,700.00         ZZ
                                         360         62,636.42          1
                                       9.375            521.51         95
                                       9.125            521.51
    FREDERICK        MD   21701          1            05/23/01         23
    0432901809                           05           07/01/01          0
    0000386592                           N            06/01/31
    0


    4964853          642/G01             F           53,500.00         ZZ
                                         360         53,470.01          1
                                       8.875            425.67        107
                                       8.625            425.67
    CIBOLO           TX   78108          1            06/11/01         23
    0432932036                           05           08/01/01          0
    05046501                             O            07/01/31
    0


    4965622          737/G01             F          109,150.00         ZZ
                                         360        109,091.91          1
                                       9.125            888.08        103
                                       8.875            888.08
    GLENDALE         AZ   85302          1            06/18/01         23
    0432948214                           05           08/01/01          0
    2027348                              O            07/01/31
    0


    4967119          N67/G01             F           80,750.00         ZZ
                                         360         80,672.31          1
1


                                       9.625            686.37         95
                                       9.375            686.37
    DECATUR          GA   30032          1            06/01/01         23
    0432902682                           05           07/01/01          0
    3250005578                           N            06/01/31
    0


    4967872          N46/G01             F          169,400.00         ZZ
                                         360        169,323.04          1
                                       9.875          1,470.98        103
                                       9.625          1,470.98
    WINSTON  SALEM   NC   27105          1            06/28/01         23
    0433012085                           05           08/01/01          0
    1                                    O            07/01/31
    0


    4967975          U59/G01             F           66,507.00         ZZ
                                         360         66,439.55          1
                                       9.375            553.18         98
                                       9.125            553.18
    BINGHAMTON       NY   13903          5            06/20/01         23
    0433001070                           05           07/25/01          0
    800856327                            O            06/25/31
    0


    4967987          J95/G01             F          185,400.00         ZZ
                                         360        185,290.54          1
                                       8.625          1,442.02        103
                                       8.375          1,442.02
    DALLAS           TX   75238          1            06/29/01         23
    0433010774                           05           08/01/01          0
    0023459894                           O            07/01/31
    0


    4968532          E22/G01             F          181,900.00         T
                                         360        181,815.14          1
                                       9.750          1,562.80        107
                                       9.500          1,562.80
    FAIRPORT         NY   14450          1            06/14/01         23
    0412545048                           05           08/01/01          0
    0412545048                           O            07/01/31
    0


    4968549          E22/G01             F           72,100.00         ZZ
                                         360         72,064.53          1
                                       9.500            606.26        103
                                       9.250            606.26
    IUKA             IL   62849          1            06/14/01         23
    0412692303                           05           08/01/01          0
1


    0412692303                           O            07/01/31
    0


    4968550          E22/G01             F          178,190.00         ZZ
                                         360        178,137.58          1
                                      11.875          1,815.76        103
                                      11.375          1,815.76
    DENVER           CO   80239          1            06/11/01         23
    0412693319                           05           08/01/01          0
    0412693319                           O            07/01/31
    0


    4968563          E22/G01             F          138,030.00         ZZ
                                         360        137,956.54          1
                                       9.125          1,123.06        107
                                       8.875          1,123.06
    WEST RICHLAND    WA   99353          1            06/06/01         23
    0412717548                           05           08/01/01          0
    0412717548                           O            07/01/31
    0


    4968565          E22/G01             F          399,600.00         ZZ
                                         360        399,387.35          1
                                       9.125          3,251.28        107
                                       8.625          3,251.28
    SAN LEANDRO      CA   94577          1            06/12/01         23
    0412720773                           05           08/01/01          0
    0412720773                           O            07/01/31
    0


    4968567          E22/G01             F          231,750.00         ZZ
                                         360        231,652.82          1
                                      10.250          2,076.71        103
                                      10.000          2,076.71
    ATLANTA          GA   30341          1            06/14/01         23
    0412730285                           05           08/01/01          0
    0412730285                           O            07/01/31
    0


    4968570          E22/G01             F          118,150.00         ZZ
                                         360        118,083.77          1
                                       8.875            940.05        103
                                       8.375            940.05
    MISSOURI CITY    TX   77489          1            06/14/01         23
    0412733222                           05           08/01/01          0
    0412733222                           O            07/01/31
    0


1


    4968573          E22/G01             F          131,325.00         ZZ
                                         360        131,255.12          2
                                       9.125          1,068.50        103
                                       8.875          1,068.50
    NEW ORLEANS      LA   70119          1            06/14/01         23
    0412737066                           05           08/01/01          0
    0412737066                           O            07/01/31
    0


    4969131          737/G01             F          256,450.00         T
                                         360        256,317.05          1
                                       9.250          2,109.75        103
                                       9.000          2,109.75
    SCOTTSDALE       AZ   85255          1            06/20/01         23
    0432976595                           03           08/01/01          0
    2028218                              O            07/01/31
    0


    4969299          W33/G01             F           68,480.00         ZZ
                                         360         68,383.37          1
                                       9.750            588.35        107
                                       9.500            588.35
    WEST PEORIA      IL   61604          1            05/14/01         23
    0432917136                           05           06/13/01          0
    0124457                              O            05/13/31
    0


    4969427          624/G01             F          391,620.00         ZZ
                                         360        391,416.98          1
                                       9.250          3,221.76        107
                                       9.000          3,221.76
    ANTIOCH          CA   94509          1            06/25/01         23
    0432943215                           05           08/01/01          0
    31300110856F                         O            07/01/31
    0


    4969790          964/G01             F          183,300.00         ZZ
                                         360        183,225.17          1
                                      10.375          1,659.61        103
                                      10.125          1,659.61
    HILLSBORO        OR   97123          5            06/08/01         23
    0432992188                           05           08/01/01          0
    124440                               O            07/01/31
    0


    4970577          M43/G01             F           82,555.00         ZZ
                                         360         82,513.30          1
                                       9.375            686.66         95
                                       9.125            686.66
1


    MANASSAS         VA   20110          1            06/21/01         23
    0432992485                           01           08/01/01          0
    724557954                            N            07/01/31
    0


    4970600          L16/G01             F           93,000.00         ZZ
                                         360         92,953.03          1
                                       9.375            773.53        100
                                       9.125            773.53
    DIVIDE           CO   80814          1            06/22/01         23
    0432993327                           05           08/01/01          0
    W0106148                             O            07/01/31
    0


    4971224          685/G01             F          217,800.00         ZZ
                                         360        217,690.01          1
                                       9.375          1,811.55        103
                                       9.125          1,811.55
    ROMOLAND         CA   92585          1            06/28/01         23
    0432957314                           05           08/01/01          0
    125921                               O            07/01/31
    0


    4972752          Q78/G01             F           77,250.00         ZZ
                                         360         77,184.93          1
                                      10.250            692.24        103
                                      10.000            692.24
    OLATHE           KS   66061          1            06/01/01         23
    0432917896                           05           07/01/01          0
    686672                               O            06/01/31
    0


    4972934          W96/G01             F          166,000.00         ZZ
                                         360        165,916.18          1
                                       9.375          1,380.70        100
                                       9.125          1,380.70
    HOBE SOUND       FL   33455          1            06/21/01         23
    0432954451                           03           08/01/01          0
    21060233                             O            07/01/31
    0


    4973294          K15/G01             F           92,700.00         ZZ
                                         360         92,678.80          1
                                      13.000          1,025.45        103
                                      12.750          1,025.45
    WYOMING          MI   49509          5            06/21/01         23
    0432918845                           05           08/01/01          0
    035905303417                         O            07/01/31
    0
1




    4973721          U05/G01             F          240,750.00         ZZ
                                         360        240,611.49          1
                                       8.750          1,893.98        107
                                       8.500          1,893.98
    GRESHAM          OR   97030          5            06/14/01         23
    0432994747                           05           08/01/01          0
    3136479                              O            07/01/31
    0


    4973942          K15/G01             F          116,300.00         ZZ
                                         360        116,272.64          1
                                      12.875          1,275.16        103
                                      12.625          1,275.16
    CANDLER          NC   28715          1            06/29/01         23
    0432992436                           05           08/01/01          0
    017505300691                         O            07/01/31
    0


    4975083          588/G01             F          124,400.00         ZZ
                                         360        124,260.01          1
                                       8.875            989.78        106
                                       8.625            989.78
    GERMANTOWN       MD   20876          1            05/31/01         23
    0432900736                           03           07/01/01          0
    1042563                              O            06/01/31
    0


    4975416          E22/G01             F           66,900.00         ZZ
                                         360         66,867.10          1
                                       9.500            562.53        100
                                       9.250            562.53
    FARMVILLE        NC   27828          1            06/15/01         23
    0412627317                           05           08/01/01          0
    0412627317                           O            07/01/31
    0


    4975422          E22/G01             F          122,800.00         ZZ
                                         360        122,744.21          1
                                       9.875          1,066.33        102
                                       9.625          1,066.33
    SCHAUMBURG       IL   60194          1            06/15/01         23
    0412654758                           09           08/01/01          0
    0412654758                           O            07/01/31
    0


    4975432          E22/G01             F          147,000.00         ZZ
                                         360        146,923.79          1
1


                                       9.250          1,209.33        100
                                       9.000          1,209.33
    GRAND ISLAND     NE   68803          1            06/15/01         23
    0412675290                           05           08/01/01          0
    0412675290                           O            07/01/31
    0


    4975440          E22/G01             F          212,950.00         ZZ
                                         360        212,847.99          1
                                       9.625          1,810.05        100
                                       9.375          1,810.05
    HUNTSVILLE       AL   35811          1            06/15/01         23
    0412686289                           03           08/01/01          0
    0412686289                           O            07/01/31
    0


    4975448          E22/G01             F           92,500.00         ZZ
                                         360         92,453.29          1
                                       9.375            769.37        100
                                       8.875            769.37
    SARASOTA         FL   34233          1            06/15/01         23
    0412693426                           05           08/01/01          0
    0412693426                           O            07/01/31
    0


    4975462          E22/G01             F          126,700.00         ZZ
                                         360        126,634.32          1
                                       9.250          1,042.33        100
                                       8.750          1,042.33
    NORTH LAS VEGAS  NV   89033          1            06/11/01         23
    0412702680                           03           08/01/01          0
    0412702680                           O            07/01/31
    0


    4975463          E22/G01             F           94,650.00         ZZ
                                         360         94,623.66          1
                                      12.125            982.70        100
                                      11.625            982.70
    JACKSONVILLE     FL   32244          1            06/15/01         23
    0412704454                           03           08/01/01          0
    0412704454                           O            07/01/31
    0


    4975479          E22/G01             F          123,000.00         ZZ
                                         360        122,936.23          2
                                       9.250          1,011.89        100
                                       9.000          1,011.89
    FALL RIVER       MA   02720          1            06/15/01         23
    0412714578                           05           08/01/01          0
1


    0412714578                           O            07/01/31
    0


    4975500          E22/G01             F          107,100.00         ZZ
                                         360        107,065.77          1
                                      11.500          1,060.60        103
                                      11.000          1,060.60
    JUPITER          FL   33478          1            06/15/01         23
    0412738593                           05           08/01/01          0
    0412738593                           O            07/01/31
    0


    4975502          E22/G01             F           66,900.00         ZZ
                                         360         66,864.40          1
                                       9.125            544.32        100
                                       8.875            544.32
    MERRIMACK        NH   03054          1            06/15/01         23
    0412739849                           01           08/01/01          0
    0412739849                           O            07/01/31
    0


    4975505          E22/G01             F          129,850.00         ZZ
                                         360        129,784.42          1
                                       9.375          1,080.03        100
                                       9.125          1,080.03
    OOLTEWAH         TN   37363          1            06/15/01         23
    0412744104                           05           08/01/01          0
    0412744104                           O            07/01/31
    0


    4975506          E22/G01             F           87,550.00         ZZ
                                         360         87,455.21          1
                                      10.250            784.54        103
                                      10.000            784.54
    SPOKANE          WA   99212          1            06/12/01         23
    0412745465                           05           08/01/01          0
    0412745465                           O            07/01/31
    0


    4976288          W09/G01             F          144,850.00         ZZ
                                         360        144,706.94          1
                                       9.500          1,217.98        100
                                       9.250          1,217.98
    RICHMOND         KY   40475          1            06/13/01         23
    0432916104                           05           07/13/01          0
    20016662                             O            06/13/31
    0


1


    4977365          808/G01             F          262,792.00         ZZ
                                         360        262,632.80          1
                                       8.500          2,020.64        105
                                       8.250          2,020.64
    LAS VEGAS        NV   89131          1            06/20/01         23
    0432965606                           03           08/01/01          0
    9502921                              O            07/01/31
    0


    4977491          808/G01             F          229,943.00         ZZ
                                         360        229,807.25          1
                                       8.625          1,788.47        107
                                       8.375          1,788.47
    ANAHEIM          CA   92801          1            06/26/01         23
    0432964039                           05           08/01/01          0
    9319441                              O            07/01/31
    0


    4977803          F34/G01             F          131,000.00         ZZ
                                         360        130,935.56          1
                                       9.500          1,101.52        100
                                       9.250          1,101.52
    MEMPHIS          TN   38141          1            06/25/01         23
    0432991859                           05           08/01/01          0
    33106017                             O            07/01/31
    0


    4977837          664/G01             F           92,700.00         ZZ
                                         360         92,642.06          1
                                      11.625            926.86        103
                                      11.375            926.86
    HOUSE SPRINGS    MO   63051          1            05/09/01         23
    0432895241                           05           07/01/01          0
    0008075830                           O            06/01/31
    0


    4978150          T24/G01             F          335,350.00         ZZ
                                         360        335,009.43          1
                                       9.375          2,789.27        103
                                       9.125          2,789.27
    NEWBURYPORT      MA   01950          1            05/30/01         23
    0432904290                           05           07/01/01          0
    09945963                             O            06/01/31
    0


    4978207          642/G01             F           33,250.00         ZZ
                                         360         33,233.65          1
                                       9.500            279.58         95
                                       9.250            279.58
1


    TUSCALOOSA       AL   35401          1            06/13/01         23
    0432916120                           05           08/01/01          0
    061301                               N            07/01/31
    0


    4978903          N46/G01             F           79,300.00         ZZ
                                         360         79,264.92          1
                                      10.000            695.91        103
                                       9.750            695.91
    WINSTON SALEM    NC   27107          1            06/22/01         23
    0433007382                           05           08/01/01          0
    102694                               O            07/01/31
    0


    4979056          964/G01             F          133,900.00         ZZ
                                         360        133,818.88          1
                                       8.500          1,029.58        100
                                       8.250          1,029.58
    LAS VEGAS        NV   89128          1            06/21/01         23
    0432961092                           03           08/01/01          0
    131410                               O            07/01/31
    0


    4979301          685/G01             F          200,000.00         ZZ
                                         360        199,884.93          2
                                       8.750          1,573.40        100
                                       8.500          1,573.40
    LOS ANGELES      CA   90026          1            06/22/01         23
    0432953719                           05           08/01/01          0
    125956                               O            07/01/31
    0


    4980608          N67/G01             F           76,200.00         ZZ
                                         360         76,168.89          1
                                      10.375            689.92        103
                                      10.125            689.92
    LEBANON          IN   46052          1            06/11/01         23
    0432926061                           05           08/01/01          0
    3250005447                           O            07/01/31
    0


    4980996          B57/G01             F          193,000.00         ZZ
                                         360        192,883.08          1
                                       8.500          1,484.00         99
                                       8.250          1,484.00
    LOS ANGELES      CA   91335          1            06/27/01         23
    0433008364                           05           08/01/01          0
    2115012                              O            07/01/31
    0
1




    4981179          U05/G01             F          110,000.00         ZZ
                                         360        110,000.00          1
                                       8.875            875.21        100
                                       8.625            875.21
    MIAMI            FL   33156          2            07/10/01         23
    0433008216                           09           09/01/01          0
    3143433                              O            08/01/31
    0


    4982300          685/G01             F          214,000.00         ZZ
                                         360        214,000.00          1
                                       8.750          1,683.54        100
                                       8.500          1,683.54
    LOS ANGELES      CA   91324          1            07/09/01         23
    0433012697                           05           09/01/01          0
    126051                               O            08/01/31
    0


    4982709          685/G01             F          148,000.00         ZZ
                                         360        148,000.00          1
                                       9.250          1,217.56        100
                                       9.000          1,217.56
    COMPTON          CA   90222          1            07/02/01         23
    0432992402                           05           09/01/01          0
    126040                               O            08/01/31
    0


    4982976          737/G01             F          172,500.00         ZZ
                                         360        172,500.00          1
                                       8.750          1,357.06        100
                                       8.500          1,357.06
    MESA             AZ   85201          1            07/05/01         23
    0433012754                           05           09/01/01          0
    2028823                              O            08/01/31
    0


    4983782          808/G01             F          255,000.00         ZZ
                                         360        254,849.44          1
                                       8.625          1,983.37        103
                                       8.375          1,983.37
    PLACENTIA        CA   92870          1            06/19/01         23
    0432963932                           03           08/01/01          0
    9319786                              O            07/01/31
    0


    4984153          E22/G01             F           64,000.00         ZZ
                                         360         63,975.25          2
1


                                      10.625            591.42        100
                                      10.375            591.42
    CHARLESTON       SC   29420          1            06/18/01         23
    0412675530                           05           08/01/01          0
    0412675530                           O            07/01/31
    0


    4984155          E22/G01             F           70,000.00         ZZ
                                         360         69,965.57          1
                                       9.500            588.60        100
                                       9.250            588.60
    SOUTH LAKE TAHO  CA   96150          1            06/06/01         23
    0412676058                           01           08/01/01          0
    0412676058                           O            07/01/31
    0


    4984159          E22/G01             F          170,000.00         ZZ
                                         360        169,902.19          1
                                       8.750          1,337.39        100
                                       8.250          1,337.39
    EVERETT          WA   98204          1            06/08/01         23
    0412680209                           01           08/01/01          0
    0412680209                           O            07/01/31
    0


    4984160          E22/G01             F           99,000.00         ZZ
                                         360         98,945.92          1
                                       9.000            796.58        106
                                       8.500            796.58
    STUART           FL   34997          1            06/18/01         23
    0412680761                           09           08/01/01          0
    0412680761                           O            07/01/31
    0


    4984174          E22/G01             F          131,840.00         ZZ
                                         360        131,775.15          1
                                       9.500          1,108.58        103
                                       9.250          1,108.58
    MOBILE           AL   36605          2            06/12/01         23
    0412688954                           05           08/01/01          0
    0412688954                           O            07/01/31
    0


    4984183          E22/G01             F          116,300.00         ZZ
                                         360        116,241.27          1
                                       9.375            967.32        103
                                       9.125            967.32
    ONTARIO          CA   91764          1            06/07/01         23
    0412704512                           05           08/01/01          0
1


    0412704512                           O            07/01/31
    0


    4984192          E22/G01             F          132,000.00         ZZ
                                         360        131,936.76          1
                                       9.625          1,121.99         97
                                       9.125          1,121.99
    IVINS            UT   84738          1            06/08/01         23
    0412709941                           05           08/01/01          0
    0412709941                           O            07/01/31
    0


    4984194          E22/G01             F          147,660.00         ZZ
                                         360        147,568.22          1
                                       8.375          1,122.32        107
                                       7.875          1,122.32
    SAND SPRINGS     OK   74063          5            06/12/01         23
    0412711285                           05           08/01/01          0
    0412711285                           O            07/01/31
    0


    4984195          E22/G01             F          165,400.00         ZZ
                                         360        165,314.25          1
                                       9.250          1,360.71        103
                                       9.000          1,360.71
    TAOS             NM   87571          1            06/18/01         23
    0412711657                           05           08/01/01          0
    0412711657                           O            07/01/31
    0


    4984204          E22/G01             F           27,700.00         ZZ
                                         360         27,684.87          1
                                       9.000            222.88        107
                                       8.750            222.88
    WEST PALM BEACH  FL   33415          1            06/18/01         23
    0412718991                           01           08/01/01          0
    0412718991                           O            07/01/31
    0


    4984230          E22/G01             F          130,400.00         ZZ
                                         360        128,899.82          1
                                       9.125          1,060.98        107
                                       8.875          1,060.98
    CEDAR SPRINGS    MI   49319          1            06/18/01         23
    0412743379                           05           08/01/01          0
    0412743379                           O            07/01/31
    0


1


    4984236          E22/G01             F          124,100.00         ZZ
                                         360        124,037.33          1
                                       9.375          1,032.20        104
                                       9.125          1,032.20
    COLORADO SPRING  CO   80916          1            06/18/01         23
    0412746893                           05           08/01/01          0
    0412746893                           O            07/01/31
    0


    4984238          E22/G01             F          117,000.00         ZZ
                                         360        116,937.74          1
                                       9.125            951.95        104
                                       8.875            951.95
    LITTLETON        CO   80122          1            06/18/01         23
    0412748717                           01           08/01/01          0
    0412748717                           O            07/01/31
    0


    4984609          286/G01             F          363,884.00         ZZ
                                         360        363,685.23          1
                                       9.000          2,927.90        104
                                       8.750          2,927.90
    ALEXANDRIA       VA   22308          1            06/08/01         23
    0432906741                           05           08/01/01          0
    0000325839                           O            07/01/31
    0


    4985096          286/G01             F          160,500.00         ZZ
                                         360        160,337.26          1
                                       9.375          1,334.96        106
                                       9.125          1,334.96
    SALISBURY        MD   21804          1            05/31/01         23
    0432895902                           03           07/01/01          0
    0000385694                           O            06/01/31
    0


    4986754          K15/G01             F          133,100.00         ZZ
                                         360        133,044.19          1
                                      10.250          1,192.71         98
                                      10.000          1,192.71
    NEW PHILADELPHI  OH   44663          5            06/22/01         23
    0432914331                           05           08/01/01          0
    036905302073                         O            07/01/31
    0


    4987368          G52/G01             F           82,390.00         ZZ
                                         360         82,314.83          1
                                       9.875            715.43        107
                                       9.625            715.43
1


    NOGALES          AZ   85621          5            05/23/01         23
    0432923555                           09           07/01/01          0
    9700000185                           O            06/01/31
    0


    4988168          940/G01             F          296,900.00         ZZ
                                         360        296,761.48          1
                                       9.750          2,550.83        100
                                       9.500          2,550.83
    RANCHO CUCAMONG  CA   91701          1            06/13/01         23
    0432961811                           05           08/01/01          0
    CP5486                               O            07/01/31
    0


    4988208          U59/G01             F           85,100.00         ZZ
                                         360         85,055.88          1
                                       9.250            700.10        106
                                       9.000            700.10
    ROCKY MOUNT      NC   27801          1            07/02/01         23
    0432997021                           05           08/02/01          0
    01933800856737                       O            07/02/31
    0


    4988328          964/G01             F          113,050.00         ZZ
                                         360        112,991.40          1
                                       9.250            930.03         95
                                       9.000            930.03
    SPARKS           NV   89434          1            06/25/01         23
    0432993343                           05           08/01/01          0
    131628                               N            07/01/31
    0


    4989143          W09/G01             F           56,000.00         ZZ
                                         180         55,955.29          1
                                      10.500            512.26        100
                                      10.250            512.26
    COLUMBUS         OH   43205          1            06/21/01         23
    0432976256                           05           07/21/01          0
    20016706                             O            06/21/16
    0


    4990105          967/G01             F          204,250.00         ZZ
                                         360        204,138.44          1
                                       9.000          1,643.44         95
                                       8.750          1,643.44
    BOISE            ID   83713          1            06/21/01         04
    0432984706                           03           08/01/01         25
    6414460                              O            07/01/31
    0
1




    4990265          J95/G01             F          194,500.00         ZZ
                                         360        194,399.17          1
                                       9.250          1,600.10        104
                                       9.000          1,600.10
    GREENVILLE       NC   27858          1            06/25/01         23
    0433003431                           05           08/01/01          0
    0017970369                           O            07/01/31
    0


    4990856          U05/G01             F           56,900.00         ZZ
                                         360         56,871.26          1
                                       9.375            473.27         95
                                       9.125            473.27
    YORK             PA   17404          1            06/25/01         23
    0432989283                           05           08/01/01          0
    3142835                              N            07/01/31
    0


    4991689          470/G01             F          140,000.00         ZZ
                                         360        139,919.44          1
                                       8.750          1,101.39        103
                                       8.500          1,101.39
    YUBA CITY        CA   95993          1            06/26/01         23
    0433000643                           05           08/01/01          0
    18023350                             O            07/01/31
    0


    4992257          E22/G01             F          111,500.00         ZZ
                                         360        111,455.70          1
                                      10.500          1,019.93        100
                                      10.000          1,019.93
    KNIGHTS LANDING  CA   95645          1            06/01/01         23
    0412586752                           05           08/01/01          0
    0412586752                           O            07/01/31
    0


    4992263          E22/G01             F           59,500.00         ZZ
                                         360         59,480.99          1
                                      11.500            589.22        100
                                      11.250            589.22
    EL PASO          TX   79936          1            06/14/01         23
    0412631186                           05           08/01/01          0
    0412631186                           O            07/01/31
    0


    4992276          E22/G01             F          183,000.00         ZZ
                                         360        182,921.17          1
1


                                      10.125          1,622.89        103
                                       9.875          1,622.89
    CENTERBURG       OH   43011          5            06/14/01         23
    0412672412                           05           08/01/01          0
    0412672412                           O            07/01/31
    0


    4992294          E22/G01             F           83,000.00         ZZ
                                         360         82,954.66          1
                                       9.000            667.84        100
                                       8.500            667.84
    HALLANDALE       FL   33009          1            06/19/01         23
    0412693160                           05           08/01/01          0
    0412693160                           O            07/01/31
    0


    4992296          E22/G01             F          143,700.00         ZZ
                                         360        143,650.14          1
                                      11.125          1,382.08        100
                                      10.875          1,382.08
    FAYETTEVILLE     NC   28306          1            06/15/01         23
    0412699985                           05           08/01/01          0
    0412699985                           O            07/01/31
    0


    4992318          E22/G01             F          267,500.00         ZZ
                                         360        267,350.04          1
                                       8.875          2,128.35        107
                                       8.375          2,128.35
    MONTEBELLO       CA   90640          1            06/13/01         23
    0412720781                           05           08/01/01          0
    0412720781                           O            07/01/31
    0


    4992322          E22/G01             F          185,000.00         ZZ
                                         360        184,909.00          1
                                       9.500          1,555.58        100
                                       9.250          1,555.58
    HENDERSONVILLE   TN   37075          1            06/19/01         23
    0412723447                           05           08/01/01          0
    0412723447                           O            07/01/31
    0


    4992326          E22/G01             F          168,000.00         ZZ
                                         360        167,941.71          1
                                      11.125          1,615.79        100
                                      10.625          1,615.79
    ACWORTH          GA   30102          1            06/19/01         23
    0412730525                           03           08/01/01          0
1


    0412730525                           O            07/01/31
    0


    4992339          E22/G01             F           77,000.00         ZZ
                                         360         76,968.57          1
                                      10.375            697.16        103
                                      10.125            697.16
    MT.CLEMENS       MI   48043          1            06/19/01         23
    0412748154                           05           08/01/01          0
    0412748154                           O            07/01/31
    0


    4992340          E22/G01             F          266,000.00         ZZ
                                         360        265,843.18          1
                                       9.375          2,212.45         95
                                       9.125          2,212.45
    COLORADO SPRING  CO   80921          1            06/19/01         23
    0412757429                           05           08/01/01          0
    0412757429                           O            07/01/31
    0


    4992664          U59/G01             F           80,237.00         ZZ
                                         360         80,204.24          1
                                      10.375            726.48        103
                                      10.125            726.48
    GANSEVOORT       NY   12831          1            06/29/01         23
    0432983484                           05           08/01/01          0
    01933800869943                       O            07/01/31
    0


    4992883          J95/G01             F           92,490.00         ZZ
                                         360         92,436.79          1
                                       8.750            727.62        100
                                       8.500            727.62
    INDEPENDENCE     MO   64055          1            06/22/01         23
    0432992808                           05           08/01/01          0
    1                                    O            07/01/31
    0


    4992910          642/G01             F          124,100.00         ZZ
                                         360        124,041.31          1
                                       9.750          1,066.21        107
                                       9.500          1,066.21
    LAKE HAVASU CIT  AZ   86404          5            06/08/01         23
    0432907624                           05           08/01/01          0
    04200101                             O            07/01/31
    0


1


    4993115          K15/G01             F           98,300.00         ZZ
                                         360         98,251.65          1
                                       9.500            826.56        107
                                       9.250            826.56
    LANSING          MI   48906          5            06/23/01         23
    0432930444                           05           08/01/01          0
    036305305751                         O            07/01/31
    0


    4993581          F34/G01             F          179,000.00         ZZ
                                         360        178,920.82          1
                                      10.000          1,570.85        100
                                       9.750          1,570.85
    MARIETTA         GA   30067          5            06/22/01         23
    0433008729                           05           08/01/01          0
    30104052                             O            07/01/31
    0


    4993653          M43/G01             F          366,600.00         ZZ
                                         360        366,372.13          1
                                       8.375          2,786.43        105
                                       8.125          2,786.43
    ALEXANDRIA       VA   22315          1            06/25/01         23
    0432995025                           09           08/01/01          0
    724827412                            O            07/01/31
    0


    4993939          147/G01             F          167,375.00         ZZ
                                         360        167,213.99          1
                                       9.625          1,422.67        103
                                       9.375          1,422.67
    ORLANDO          FL   32828          1            05/31/01         23
    0432906600                           03           07/01/01          0
    1104230790                           O            06/01/31
    0


    4994037          M43/G01             F          295,000.00         ZZ
                                         360        294,708.63          1
                                       9.500          2,480.53        100
                                       9.250          2,480.53
    MANASSAS         VA   20109          1            05/31/01         23
    0432954329                           05           07/01/01          0
    735196157                            O            06/01/31
    0


    4994088          R65/G01             F          196,000.00         ZZ
                                         360        195,779.43          1
                                       8.875          1,559.46        100
                                       8.625          1,559.46
1


    GLENDALE         AZ   85304          1            05/29/01         23
    0432917888                           03           07/01/01          0
    20012976                             O            06/01/31
    0


    4994099          Q64/G01             F          128,000.00         ZZ
                                         360        127,937.03          1
                                       9.500          1,076.30        100
                                       9.250          1,076.30
    BELMONT          NC   28012          1            06/11/01         23
    0433010568                           05           08/01/01          0
    0102035904                           O            07/01/31
    0


    4994466          B57/G01             F          248,200.00         ZZ
                                         360        248,200.00          1
                                       8.500          1,908.44        102
                                       8.250          1,908.44
    SIMI VALLEY      CA   93063          1            07/02/01         23
    0433001823                           05           09/01/01          0
    2140263                              O            08/01/31
    0


    4995130          964/G01             F          142,140.00         ZZ
                                         360        142,053.89          1
                                       8.500          1,092.93        103
                                       8.250          1,092.93
    HENDERSON        NV   89014          1            06/15/01         23
    0432990836                           05           08/01/01          0
    130146                               O            07/01/31
    0


    4995366          964/G01             F          175,600.00         ZZ
                                         360        175,498.97          1
                                       8.750          1,381.45        103
                                       8.500          1,381.45
    LAS VEGAS        NV   89141          1            06/14/01         23
    0432940294                           03           08/01/01          0
    129133                               O            07/01/31
    0


    4995797          J95/G01             F          240,000.00         ZZ
                                         360        239,854.60          1
                                       8.500          1,845.40        100
                                       8.250          1,845.40
    SILVER SPRING    MD   20905          1            06/29/01         23
    0433033867                           05           08/01/01          0
    18525154                             O            07/01/31
    0
1




    4996035          E45/G01             F          157,262.00         ZZ
                                         360        157,173.83          1
                                       8.875          1,251.25        100
                                       8.625          1,251.25
    ORLANDO          FL   32837          1            06/22/01         23
    0432998862                           03           08/01/01          0
    139334                               O            07/01/31
    0


    4996074          147/G01             F           96,193.00         ZZ
                                         360         96,090.23          1
                                       9.125            782.66        107
                                       8.875            782.66
    FORT MYERS       FL   33908          1            05/30/01         23
    0432906618                           05           07/01/01          0
    10421692                             O            06/01/31
    0


    4996238          R65/G01             F          193,750.00         ZZ
                                         360        193,558.63          1
                                       9.500          1,629.16         95
                                       9.250          1,629.16
    LAS VEGAS        NV   89123          1            05/22/01         23
    0432921724                           05           07/01/01          0
    20012513                             O            06/01/31
    0


    4996447          J95/G01             F          130,040.00         ZZ
                                         360        129,961.22          1
                                       8.500            999.90        103
                                       8.250            999.90
    NEW ATHENS       IL   62264          1            06/27/01         23
    0433024890                           05           08/01/01          0
    0027196112                           O            07/01/31
    0


    4996628          E47/G01             F          137,600.00         ZZ
                                         360        137,518.76          1
                                       8.625          1,070.24        107
                                       8.375          1,070.24
    SIOUX CITY       IA   51103          5            06/22/01         23
    0432991719                           05           08/01/01          0
    4325361426                           O            07/01/31
    0


    4996867          808/G01             F          369,500.00         ZZ
                                         360        369,287.41          1
1


                                       8.750          2,906.86        106
                                       8.500          2,906.86
    ENCINITAS        CA   92007          1            06/22/01         23
    0432989812                           09           08/01/01          0
    9319569                              O            07/01/31
    0


    4997554          J95/G01             F          127,500.00         ZZ
                                         360        127,424.72          1
                                       8.625            991.69        100
                                       8.375            991.69
    EUGENE           OR   97405          1            06/26/01         23
    0433019494                           03           08/01/01          0
    27214089                             O            07/01/31
    0


    4998541          B57/G01             F          190,000.00         ZZ
                                         360        189,898.89          1
                                       9.125          1,545.90         95
                                       8.875          1,545.90
    GARDEN GROVE     CA   92843          1            06/25/01         11
    0433024288                           05           08/01/01         30
    2114130                              O            07/01/31
    0


    4998910          K15/G01             F          126,800.00         ZZ
                                         360        126,761.65          1
                                      11.750          1,279.93        102
                                      11.500          1,279.93
    STOCKTON         CA   95210          5            06/26/01         23
    0432997526                           05           08/01/01          0
    0266005303143                        O            07/01/31
    0


    4998919          147/G01             F          120,000.00         ZZ
                                         360        119,940.97          1
                                       9.500          1,009.03        100
                                       9.250          1,009.03
    CHARLOTTE        NC   28269          1            06/27/01         23
    0433012788                           05           08/01/01          0
    10424829                             O            07/01/31
    0


    4999995          U62/G01             F           70,300.00         ZZ
                                         360         70,220.89          1
                                       8.875            559.34         95
                                       8.625            559.34
    GREENWOOD        IN   46143          1            05/23/01         23
    0432911758                           05           07/01/01          0
1


    2001250385                           N            06/01/31
    0


    5000255          U62/G01             F           42,225.00         ZZ
                                         360         42,209.52          1
                                      10.875            398.14        103
                                      10.625            398.14
    LEXINGTON        TN   38351          1            06/11/01         23
    0432905156                           05           08/01/01          0
    2001248498                           O            07/01/31
    0


    5000685          U59/G01             F          171,093.00         ZZ
                                         360        171,011.03          1
                                       9.625          1,454.28        107
                                       9.375          1,454.28
    LONDONDERRY      NH   03053          1            06/28/01         23
    0432998342                           01           08/01/01          0
    800867051                            O            07/01/31
    0


    5000843          U62/G01             F          119,480.00         ZZ
                                         360        119,425.72          1
                                       9.875          1,037.50        103
                                       9.625          1,037.50
    OROFINO          ID   83544          2            06/12/01         23
    0432906923                           05           08/01/01          0
    2001254029                           O            07/01/31
    0


    5001209          E22/G01             F          146,850.00         ZZ
                                         360        146,799.05          1
                                      11.125          1,412.37        100
                                      10.875          1,412.37
    FONTANA          CA   92337          1            06/13/01         23
    0412448003                           05           08/01/01          0
    0412448003                           O            07/01/31
    0


    5001230          E22/G01             F          268,000.00         ZZ
                                         360        267,735.31          1
                                       9.500          2,253.49        100
                                       9.250          2,253.49
    PALATINE         IL   60067          1            05/18/01         23
    0412641409                           05           07/01/01          0
    0412641409                           O            06/01/31
    0


1


    5001249          E22/G01             F          143,380.00         ZZ
                                         360        143,305.67          1
                                       9.250          1,179.55        107
                                       8.750          1,179.55
    LAKE WORTH       FL   33463          1            06/20/01         23
    0412668915                           03           08/01/01          0
    0412668915                           O            07/01/31
    0


    5001250          E22/G01             F          285,900.00         ZZ
                                         360        285,739.72          1
                                       8.875          2,274.75        107
                                       8.375          2,274.75
    SALINAS          CA   93906          1            06/14/01         23
    0412670499                           05           08/01/01          0
    0412670499                           O            07/01/31
    0


    5001270          E22/G01             F          120,000.00         ZZ
                                         360        119,936.14          1
                                       9.125            976.36        100
                                       8.875            976.36
    AZUSA            CA   91702          1            06/07/01         23
    0412688574                           01           08/01/01          0
    0412688574                           O            07/01/31
    0


    5001289          E22/G01             F          162,500.00         ZZ
                                         360        162,408.90          1
                                       8.875          1,292.92        107
                                       8.375          1,292.92
    DAYTON           NV   89403          1            06/08/01         23
    0412698136                           03           08/01/01          0
    0412698136                           O            07/01/31
    0


    5001328          E22/G01             F           93,777.00         ZZ
                                         360         93,725.78          1
                                       9.000            754.55        107
                                       8.750            754.55
    SPRING           TX   77381          1            06/22/01         23
    0412716193                           03           08/01/01          0
    0412716193                           O            07/01/31
    0


    5001331          E22/G01             F          250,000.00         ZZ
                                         360        249,370.39          1
                                       9.250          2,056.69        100
                                       8.750          2,056.69
1


    JUPITER          FL   33477          1            06/21/01         23
    0412718603                           03           08/01/01          0
    0412718603                           O            07/01/31
    0


    5001346          E22/G01             F           70,000.00         ZZ
                                         360         69,978.24          1
                                      11.625            699.89        103
                                      11.375            699.89
    SANTA FE         TX   77517          1            06/20/01         23
    0412723397                           05           08/01/01          0
    0412723397                           O            07/01/31
    0


    5001354          E22/G01             F          143,685.00         ZZ
                                         360        143,629.42          1
                                      10.625          1,327.79        103
                                      10.375          1,327.79
    FAIRFIELD        CA   94533          1            06/12/01         23
    0412724791                           05           08/01/01          0
    0412724791                           O            07/01/31
    0


    5001365          E22/G01             F           86,450.00         ZZ
                                         360         86,406.34          1
                                       9.375            719.05         95
                                       9.125            719.05
    EAST POINTE      MI   48021          1            06/21/01         23
    0412731952                           05           08/01/01          0
    0412731952                           N            07/01/31
    0


    5001371          E22/G01             F          181,000.00         ZZ
                                         360        180,898.53          1
                                       8.875          1,440.12        107
                                       8.375          1,440.12
    CAPE CORAL       FL   33993          2            06/15/01         23
    0412733198                           05           08/01/01          0
    0412733198                           O            07/01/31
    0


    5001397          E22/G01             F          159,500.00         ZZ
                                         360        159,408.23          1
                                       8.750          1,254.79        105
                                       8.250          1,254.79
    CARSON CITY      NV   89701          1            06/19/01         23
    0412743312                           05           08/01/01          0
    0412743312                           O            07/01/31
    0
1




    5001402          E22/G01             F          199,450.00         ZZ
                                         360        199,356.95          1
                                       9.750          1,713.58        100
                                       9.250          1,713.58
    ST. FRANCISVILL  LA   70775          1            06/21/01         23
    0412744864                           05           08/01/01          0
    0412744864                           O            07/01/31
    0


    5001405          E22/G01             F          146,985.00         ZZ
                                         360        146,893.64          1
                                       8.375          1,117.19        100
                                       7.875          1,117.19
    SPOKANE          WA   99212          1            06/20/01         23
    0412747461                           05           08/01/01          0
    0412747461                           O            07/01/31
    0


    5001411          E22/G01             F          147,290.00         ZZ
                                         360        147,254.37          1
                                      12.750          1,600.59        103
                                      12.250          1,600.59
    EDMOND           OK   73013          1            06/21/01         23
    0412750812                           03           08/01/01          0
    0412750812                           O            07/01/31
    0


    5001425          E22/G01             F          192,500.00         ZZ
                                         360        192,392.08          1
                                       8.875          1,531.62        100
                                       8.625          1,531.62
    DENNIS           MA   02660          1            06/22/01         23
    0412758666                           05           08/01/01          0
    0412758666                           O            07/01/31
    0


    5001723          808/G01             F          327,500.00         ZZ
                                         360        327,306.64          1
                                       8.625          2,547.27        103
                                       8.375          2,547.27
    ANAHEIM          CA   92807          1            06/18/01         23
    0432971240                           01           08/01/01          0
    9319617                              O            07/01/31
    0


    5002065          U59/G01             F           46,000.00         ZZ
                                         360         45,977.37          1
1


                                       9.500            386.80        100
                                       9.250            386.80
    CORAL SPRINGS    FL   33065          1            06/29/01         23
    0432997054                           01           08/01/01          0
    800869115                            O            07/01/31
    0


    5002452          642/G01             F          233,810.00         ZZ
                                         360        233,719.56          1
                                      10.625          2,160.63        103
                                      10.375          2,160.63
    SILVER SPRING    MD   20904          5            06/22/01         23
    0433016615                           05           08/01/01          0
    05052101                             O            07/01/31
    0


    5002506          253/G01             F          253,250.00         ZZ
                                         360        253,250.00          1
                                       8.500          1,947.28        103
                                       8.250          1,947.28
    DENTON           TX   76205          1            07/09/01         23
    0433015443                           05           09/01/01          0
    966901                               O            08/01/31
    0


    5002693          Q64/G01             F          110,100.00         ZZ
                                         360        110,033.29          1
                                       8.500            846.58        107
                                       8.250            846.58
    WEST PALM BEACH  FL   33417          1            06/15/01         23
    0432925543                           05           08/01/01          0
    0101944304                           O            07/01/31
    0


    5003254          737/G01             F          194,650.00         ZZ
                                         360        194,650.00          1
                                       8.875          1,548.72        103
                                       8.625          1,548.72
    SCOTTSDALE       AZ   85250          1            07/12/01         23
    0433010865                           05           09/01/01          0
    2029060                              O            08/01/31
    0


    5004094          E47/G01             F          203,300.00         ZZ
                                         360        203,191.81          1
                                       9.125          1,654.12        107
                                       8.875          1,654.12
    WESTMINSTER      CO   80031          5            06/26/01         23
    0432996304                           05           08/01/01          0
1


    4325596426                           O            07/01/31
    0


    5004864          700/G01             F          193,200.00         ZZ
                                         360        193,097.19          1
                                       9.125          1,571.94         99
                                       8.875          1,571.94
    LAS VEGAS        NV   89135          5            06/12/01         23
    0432991792                           05           08/01/01          0
    00259647                             O            07/01/31
    0


    5005138          948/G01             F          289,950.00         ZZ
                                         360        289,803.57          1
                                       9.375          2,411.66        100
                                       9.125          2,411.66
    SUMNER           WA   98390          1            06/28/01         23
    0433015518                           05           08/01/01          0
    60626                                O            07/01/31
    0


    5005154          N46/G01             F           90,755.00         ZZ
                                         360         90,755.00          1
                                       8.875            722.09        106
                                       8.625            722.09
    STANFORD         KY   40484          1            07/06/01         23
    0433004272                           05           09/01/01          0
    102924                               O            08/01/31
    0


    5005267          K15/G01             F          103,700.00         ZZ
                                         360        103,667.76          1
                                      11.625          1,036.83        103
                                      11.375          1,036.83
    GALLATIN         TN   37066          5            06/26/01         23
    0432943751                           05           08/01/01          0
    002905302214                         O            07/01/31
    0


    5005789          561/G01             F          212,850.00         ZZ
                                         360        212,645.23          1
                                       9.625          1,809.21         99
                                       9.375          1,809.21
    SALISBURY        MD   21804          1            06/01/01         23
    0432927598                           05           07/01/01          0
    18609982                             O            06/01/31
    0


1


    5006231          964/G01             F          158,000.00         ZZ
                                         360        157,926.29          1
                                       9.750          1,357.46        100
                                       9.500          1,357.46
    SCOTTSDALE       AZ   85250          1            06/26/01         23
    0432970721                           09           08/01/01          0
    123730                               O            07/01/31
    0


    5006463          E47/G01             F          145,520.00         ZZ
                                         360        145,450.28          1
                                       9.625          1,236.91        107
                                       9.375          1,236.91
    MILWAUKIE        OR   97222          1            06/25/01         23
    0433019296                           05           08/01/01          0
    4325143426                           O            07/01/31
    0


    5006631          U05/G01             F          210,790.00         ZZ
                                         360        210,674.87          1
                                       9.000          1,696.06        107
                                       8.750          1,696.06
    LOS ANGELES      CA   90047          5            06/19/01         23
    0433003886                           05           08/01/01          0
    3138724                              O            07/01/31
    0


    5006750          S02/G01             F          222,025.00         ZZ
                                         360        221,897.26          1
                                       8.750          1,746.67        107
                                       8.500          1,746.67
    SUNLAND          CA   91040          1            06/26/01         23
    0432970598                           05           08/01/01          0
    01106149                             O            07/01/31
    0


    5007644          E22/G01             F          324,500.00         ZZ
                                         360        324,336.13          1
                                       9.375          2,699.03        105
                                       9.125          2,699.03
    WEST HOLLYWOOD   CA   90046          1            06/05/01         23
    0412647737                           05           08/01/01          0
    0412647737                           O            07/01/31
    0


    5007648          E22/G01             F          174,050.00         ZZ
                                         360        173,970.93          1
                                       9.875          1,511.36        103
                                       9.625          1,511.36
1


    SAN ANTONIO      TX   78230          1            06/25/01         23
    0412655532                           03           08/01/01          0
    0412655532                           O            07/01/31
    0


    5007677          E22/G01             F          221,500.00         ZZ
                                         360        221,393.88          1
                                       9.625          1,882.73        100
                                       9.375          1,882.73
    LYNNWOOD         WA   98036          1            06/06/01         23
    0412700155                           05           08/01/01          0
    0412700155                           O            07/01/31
    0


    5007679          E22/G01             F          107,650.00         ZZ
                                         360        107,595.64          1
                                       9.375            895.38        100
                                       9.125            895.38
    GREENVILLE       SC   29607          1            06/20/01         23
    0412704322                           05           08/01/01          0
    0412704322                           O            07/01/31
    0


    5007700          E22/G01             F           48,500.00         ZZ
                                         360         48,478.55          1
                                      10.000            425.62        100
                                       9.500            425.62
    WEST PALM BEACH  FL   33407          1            06/25/01         23
    0412721656                           07           08/01/01          0
    0412721656                           O            07/01/31
    0


    5007703          E22/G01             F           99,500.00         ZZ
                                         360         99,399.72          1
                                       8.500            765.07        107
                                       8.000            765.07
    SARASOTA         FL   34233          1            06/25/01         23
    0412727372                           05           08/01/01          0
    0412727372                           O            07/01/31
    0


    5007715          E22/G01             F          173,400.00         ZZ
                                         360        173,314.71          1
                                       9.500          1,458.04        106
                                       9.250          1,458.04
    FAIRBANKS        AK   99712          1            06/18/01         23
    0412735953                           05           08/01/01          0
    0412735953                           O            07/01/31
    0
1




    5007725          E22/G01             F          288,900.00         ZZ
                                         360        288,724.98          1
                                       8.500          2,221.39        107
                                       8.000          2,221.39
    SAN LEANDRO      CA   94578          1            06/13/01         23
    0412745093                           05           08/01/01          0
    0412745093                           O            07/01/31
    0


    5007729          E22/G01             F           69,500.00         ZZ
                                         360         69,460.01          1
                                       8.750            546.76        107
                                       8.250            546.76
    AMARILLO         TX   79106          1            06/22/01         23
    0412747941                           05           08/01/01          0
    0412747941                           O            07/01/31
    0


    5007737          E22/G01             F           90,500.00         ZZ
                                         360         90,450.87          1
                                       9.125            736.34        106
                                       8.875            736.34
    JACKSON          MI   49203          1            06/25/01         23
    0412752743                           05           08/01/01          0
    0412752743                           O            07/01/31
    0


    5007740          E22/G01             F          193,000.00         ZZ
                                         360        192,888.96          1
                                       8.750          1,518.33        105
                                       8.500          1,518.33
    ANTELOPE         CA   95843          1            06/20/01         23
    0412754103                           05           08/01/01          0
    0412754103                           O            07/01/31
    0


    5007747          E22/G01             F          255,000.00         ZZ
                                         360        254,853.29          1
                                       8.750          2,006.09        100
                                       8.250          2,006.09
    HOUSTON          TX   77079          1            06/25/01         23
    0412762676                           03           08/01/01          0
    0412762676                           O            07/01/31
    0


    5007754          E22/G01             F          265,850.00         ZZ
                                         360        265,729.22          1
1


                                       9.875          2,308.50        100
                                       9.625          2,308.50
    AUSTIN           TX   78759          1            06/25/01         23
    0412771396                           03           08/01/01          0
    0412771396                           O            07/01/31
    0


    5012151          737/G01             F          118,750.00         ZZ
                                         360        118,690.03          1
                                       9.375            987.70         95
                                       9.125            987.70
    GLENDALE         AZ   85308          1            06/26/01         23
    0433008232                           05           08/01/01          0
    2010092                              N            07/01/31
    0


    5012400          642/G01             F           74,600.00         ZZ
                                         360         74,568.72          1
                                      10.250            668.49        103
                                      10.000            668.49
    TARKIO           MO   64491          5            06/13/01         23
    0432914968                           05           08/01/01          0
    05100001                             O            07/01/31
    0


    5015266          R49/G01             F          266,770.00         ZZ
                                         360        266,340.85          1
                                       9.125          2,170.53        103
                                       8.875          2,170.53
    STEILACOOM       WA   98388          1            04/25/01         23
    0432910552                           05           06/01/01          0
    9708548                              O            05/01/31
    0


    5016051          E22/G01             F           41,300.00         ZZ
                                         360         41,199.45          1
                                       9.625            351.05         95
                                       9.375            351.05
    CHICAGO HEIGHTS  IL   60411          1            02/28/01         23
    0412419541                           05           04/01/01          0
    0412419541                           N            03/01/31
    0


    5016060          E22/G01             F          124,050.00         ZZ
                                         360        123,985.69          1
                                       9.250          1,020.53        107
                                       8.750          1,020.53
    NORTH LAS VEGAS  NV   89030          1            06/15/01         23
    0412639411                           05           08/01/01          0
1


    0412639411                           O            07/01/31
    0


    5016069          E22/G01             F           64,200.00         ZZ
                                         360         64,167.58          1
                                       9.375            533.98        107
                                       8.875            533.98
    MESQUITE         TX   75149          1            06/26/01         23
    0412693244                           09           08/01/01          0
    0412693244                           O            07/01/31
    0


    5016073          E22/G01             F          223,000.00         ZZ
                                         360        222,916.05          1
                                      10.750          2,081.66        100
                                      10.250          2,081.66
    OKLAHOMA CITY    OK   73128          1            06/26/01         23
    0412700601                           05           08/01/01          0
    0412700601                           O            07/01/31
    0


    5016079          E22/G01             F           88,580.00         ZZ
                                         360         88,541.84          1
                                      10.125            785.55        102
                                       9.625            785.55
    FRESNO           CA   93727          5            06/04/01         23
    0412708190                           05           08/01/01          0
    0412708190                           O            07/01/31
    0


    5016088          E22/G01             F          104,500.00         ZZ
                                         360        104,457.34          2
                                      10.375            946.15        103
                                      10.125            946.15
    DETROIT          MI   48228          1            06/26/01         23
    0412719585                           05           08/01/01          0
    0412719585                           O            07/01/31
    0


    5016101          E22/G01             F          300,000.00         ZZ
                                         360        299,831.82          1
                                       8.875          2,386.93        102
                                       8.375          2,386.93
    SACRAMENTO       CA   95822          1            06/20/01         23
    0412735169                           05           08/01/01          0
    0412735169                           O            07/01/31
    0


1


    5016113          E22/G01             F           78,100.00         ZZ
                                         360         78,059.51          1
                                       9.250            642.51        107
                                       9.000            642.51
    MUSKEGON         MI   49442          1            06/26/01         23
    0412748097                           05           08/01/01          0
    0412748097                           O            07/01/31
    0


    5016114          E22/G01             F          267,000.00         ZZ
                                         360        266,861.58          1
                                       9.250          2,196.54        100
                                       9.000          2,196.54
    DANVILLE         CA   94526          1            06/22/01         23
    0412750786                           01           08/01/01          0
    0412750788                           O            07/01/31
    0


    5016121          E22/G01             F           77,500.00         ZZ
                                         360         77,467.50          1
                                      10.250            694.48        100
                                      10.000            694.48
    KATY             TX   77449          1            06/25/01         23
    0412757155                           03           08/01/01          0
    0412757155                           O            07/01/31
    0


    5016127          E22/G01             F          285,000.00         ZZ
                                         360        284,856.07          2
                                       9.375          2,370.49         95
                                       9.125          2,370.49
    BELLEVUE         WA   98007          1            06/21/01         23
    0412763575                           05           08/01/01          0
    0412763575                           N            07/01/31
    0


    5016131          E22/G01             F          148,000.00         ZZ
                                         360        147,921.24          1
                                       9.125          1,204.18        107
                                       8.875          1,204.18
    MORETOWN         VT   05660          1            06/25/01         23
    0412767543                           05           08/01/01          0
    0412767543                           O            07/01/31
    0


    5016139          E22/G01             F          153,500.00         ZZ
                                         360        153,411.68          1
                                       8.750          1,207.59         95
                                       8.500          1,207.59
1


    FRISCO           TX   75035          1            06/26/01         23
    0412774432                           09           08/01/01          0
    0412774432                           N            07/01/31
    0


    5016454          N74/G01             F          128,400.00         ZZ
                                         240        128,400.00          1
                                       9.375          1,186.40        107
                                       9.125          1,186.40
    BLUE SPRINGS     MO   64015          5            06/28/01         23
    0432993210                           05           09/01/01          0
    0029063010                           O            08/01/21
    0


    5016576          B57/G01             F          266,000.00         ZZ
                                         360        265,846.96          1
                                       8.750          2,092.62        100
                                       8.500          2,092.62
    SIMI VALLEY      CA   93065          1            06/11/01         23
    0432923399                           05           08/01/01          0
    2140253                              O            07/01/31
    0


    5016780          U05/G01             F           86,000.00         ZZ
                                         360         85,932.84          1
                                       9.250            707.50        100
                                       9.000            707.50
    DALLAS           TX   75249          1            06/12/01         23
    0432908499                           05           08/01/01          0
    3135810                              O            07/01/31
    0


    5017171          K15/G01             F          117,600.00         ZZ
                                         360        117,564.43          1
                                      11.750          1,187.07        103
                                      11.500          1,187.07
    LAS CRUCES       NM   88011          5            06/16/01         23
    0432903821                           05           08/01/01          0
    033505301574                         O            07/01/31
    0


    5017822          642/G01             F          278,200.00         ZZ
                                         360        278,055.78          1
                                       9.250          2,288.68        107
                                       9.000          2,288.68
    LONG BEACH       CA   90808          1            06/15/01         23
    0432986420                           05           08/01/01          0
    05075701                             O            07/01/31
    0
1




    5018090          664/G01             F           89,000.00         ZZ
                                         360         88,827.39          1
                                       9.625            756.49        100
                                       9.375            756.49
    TACOMA           WA   98407          1            03/03/01         23
    0432911618                           05           05/01/01          0
    0003774254                           O            04/01/31
    0


    5018159          U28/G01             F          164,000.00         ZZ
                                         360        163,905.64          1
                                       8.750          1,290.19        100
                                       8.500          1,290.19
    ATLANTA          GA   30318          1            06/15/01         23
    0433001245                           01           08/01/01          0
    ALEXANDER153036                      O            07/01/31
    0


    5019335          808/G01             F          131,325.00         ZZ
                                         360        131,263.73          1
                                       9.750          1,128.29        103
                                       9.500          1,128.29
    MODESTO          CA   95356          1            06/27/01         23
    0432990505                           05           08/01/01          0
    9422005                              O            07/01/31
    0


    5019522          G76/G01             F          110,000.00         ZZ
                                         360        109,947.30          1
                                       9.625            934.99        100
                                       9.375            934.99
    DECATUR          GA   30034          1            06/29/01         23
    0433016870                           05           08/01/01          0
    133633                               O            07/01/31
    0


    5019628          737/G01             F          108,300.00         ZZ
                                         360        108,248.12          1
                                       9.625            920.54         95
                                       9.375            920.54
    ROSWELL          GA   30076          1            06/27/01         23
    0432967156                           07           08/01/01          0
    2028729                              O            07/01/31
    0


    5020232          E45/G01             F          130,000.00         ZZ
                                         360        129,934.36          1
1


                                       9.375          1,081.27        100
                                       9.125          1,081.27
    EVANSTON         IL   60201          1            06/18/01         23
    0432970705                           05           08/01/01          0
    142656                               O            07/01/31
    0


    5020499          P29/G01             F           62,060.00         ZZ
                                         180         62,027.83          1
                                       9.250            510.55        107
                                       9.000            510.55
    WATERLOO         IA   50701          1            06/29/01         23
    0432992063                           05           08/01/01          0
    4911835                              O            07/01/16
    0


    5021096          N46/G01             F          220,000.00         ZZ
                                         360        220,000.00          1
                                       8.750          1,730.74        107
                                       8.500          1,730.74
    RALEIGH          NC   27617          1            07/03/01         23
    0433004322                           03           09/01/01          0
    102695                               O            08/01/31
    0


    5021363          K15/G01             F           84,500.00         ZZ
                                         180         84,276.69          1
                                       9.000            857.06        107
                                       8.750            857.06
    DAVENPORT        IA   52802          5            06/26/01         23
    0432990679                           05           08/01/01          0
    339                                  O            07/01/16
    0


    5022810          N46/G01             F           53,550.00         ZZ
                                         360         53,550.00          1
                                      10.000            469.94        103
                                       9.750            469.94
    CHARLOTTE        NC   28208          1            07/11/01         23
    0433011392                           05           09/01/01          0
    200631                               O            08/01/31
    0


    5023586          964/G01             F          147,800.00         ZZ
                                         360        147,732.85          1
                                       9.875          1,283.42        103
                                       9.625          1,283.42
    HENDERSON        NV   89015          1            06/28/01         23
    0433034097                           05           08/01/01          0
1


    132059                               O            07/01/31
    0


    5023957          E22/G01             F          172,000.00         ZZ
                                         360        171,870.15          1
                                       8.875          1,368.51        105
                                       8.375          1,368.51
    MISSION HILLS    CA   91345          1            06/11/01         23
    0412576985                           05           08/01/01          0
    0412576985                           O            07/01/31
    0


    5023963          E22/G01             F          224,850.00         ZZ
                                         360        224,727.19          1
                                       9.000          1,809.19        103
                                       8.750          1,809.19
    ELK GROVE        CA   95758          2            06/12/01         23
    0412633141                           05           08/01/01          0
    0412633141                           O            07/01/31
    0


    5023975          E22/G01             F           40,780.00         ZZ
                                         360         40,761.48          1
                                       9.875            354.11        103
                                       9.625            354.11
    LINDENWOLD BORO  NJ   08021          1            06/27/01         23
    0412689499                           05           08/01/01          0
    0412689499                           O            07/01/31
    0


    5023978          E22/G01             F          106,954.00         ZZ
                                         360        106,885.80          1
                                       8.250            803.51        106
                                       8.000            803.51
    PLANO            TX   75075          1            06/27/01         23
    0412691487                           01           08/01/01          0
    0412691487                           O            07/01/31
    0


    5023980          E22/G01             F           65,270.00         ZZ
                                         360         65,237.89          1
                                       9.500            548.83        107
                                       9.000            548.83
    HYPOLUXO         FL   33462          1            06/27/01         23
    0412695512                           01           08/01/01          0
    0412695512                           O            07/01/31
    0


1


    5023988          E22/G01             F          102,700.00         ZZ
                                         360        102,643.90          1
                                       9.000            826.35        107
                                       8.750            826.35
    CINCINNATI       OH   45231          1            06/27/01         23
    0412704799                           05           08/01/01          0
    0412707499                           O            07/01/31
    0


    5024016          E22/G01             F          137,950.00         ZZ
                                         360        137,878.48          1
                                       9.250          1,134.88        100
                                       9.000          1,134.88
    KENNESAW         GA   30152          5            06/22/01         23
    0412743627                           03           08/01/01          0
    0412743627                           O            07/01/31
    0


    5024018          E22/G01             F          230,050.00         ZZ
                                         360        229,924.35          1
                                       9.000          1,851.03        107
                                       8.500          1,851.03
    WILSONVILLE      OR   97070          1            06/22/01         23
    0412745473                           03           08/01/01          0
    0412745473                           O            07/01/31
    0


    5024029          E22/G01             F          130,600.00         ZZ
                                         360        130,539.07          1
                                       9.750          1,122.06        103
                                       9.500          1,122.06
    WEST SACRAMENTO  CA   95691          1            06/20/01         23
    0412752560                           05           08/01/01          0
    0412752560                           O            07/01/31
    0


    5024032          E22/G01             F           47,500.00         ZZ
                                         360         47,475.38          1
                                       9.250            390.77         95
                                       9.000            390.77
    MEMPHIS          TN   38106          1            06/27/01         23
    0412755464                           05           08/01/01          0
    0412755464                           N            07/01/31
    0


    5024041          E22/G01             F          105,700.00         ZZ
                                         360        105,651.98          1
                                       9.875            917.84        100
                                       9.625            917.84
1


    GRAND HAVEN      MI   49417          1            06/27/01         23
    0412764250                           05           08/01/01          0
    0412764250                           O            07/01/31
    0


    5024091          E82/G01             F          150,000.00         ZZ
                                         360        149,926.22          1
                                       9.500          1,261.28        100
                                       9.250          1,261.28
    HIGH POINT       NC   27265          1            06/26/01         23
    0400450524                           03           08/01/01          0
    0400450524                           O            07/01/31
    0


    5024579          M43/G01             F          338,100.00         ZZ
                                         360        337,889.85          1
                                       8.375          2,569.81        105
                                       8.125          2,569.81
    BURKE            VA   22015          1            06/28/01         23
    0433009107                           05           08/01/01          0
    724820263                            O            07/01/31
    0


    5024850          K81/G01             F           85,000.00         ZZ
                                         360         84,959.28          1
                                       9.625            722.49         95
                                       9.375            722.49
    CORALVILLE       IA   52241          1            06/29/01         23
    0433007929                           05           08/01/01          0
    5700123                              O            07/01/31
    0


    5025464          808/G01             F          215,000.00         ZZ
                                         360        215,000.00          1
                                       9.250          1,768.76        100
                                       9.000          1,768.76
    CULVER CITY      CA   90230          1            07/06/01         23
    0433038478                           01           09/01/01          0
    9320092                              O            08/01/31
    0


    5025631          N46/G01             F          245,000.00         ZZ
                                         360        244,935.52          1
                                      12.375          2,591.04        100
                                      12.125          2,591.04
    CHARLOTTE        NC   28277          1            06/29/01         23
    0433010295                           03           08/01/01          0
    200623                               O            07/01/31
    0
1




    5027866          E87/G01             F          256,265.00         ZZ
                                         360        256,132.15          1
                                       9.250          2,108.23        107
                                       9.000          2,108.23
    OXNARD           CA   93035          1            06/26/01         23
    0432931285                           05           08/01/01          0
    70003585                             O            07/01/31
    0


    5028215          T17/G01             F           83,000.00         ZZ
                                         360         82,965.60          1
                                      10.375            751.49        100
                                      10.125            751.49
    BENSON           NC   27504          1            07/02/01         23
    0433035441                           05           08/01/01          0
    01060559                             O            07/01/31
    0


    5028539          U35/G01             F           69,010.00         ZZ
                                         360         68,981.06          1
                                      10.250            618.40        103
                                      10.000            618.40
    ELK MOUND        WI   54739          1            06/29/01         23
    0432967347                           05           08/01/01          0
    1                                    O            07/01/31
    0


    5028782          U35/G01             F          121,770.00         ZZ
                                         360        121,731.08          1
                                      11.500          1,205.88         99
                                      11.250          1,205.88
    OSHKOSH          WI   54904          1            06/29/01         23
    0432980621                           05           08/01/01          0
    4884658                              O            07/01/31
    0


    5029016          P87/G01             F          134,900.00         ZZ
                                         180        134,900.00          1
                                       9.250          1,109.79         95
                                       9.000          1,109.79
    LAKE GENEVA      WI   53147          1            07/17/01         23
    0433016664                           05           09/01/01          0
    HE31406                              O            08/01/16
    0


    5030711          G13/G01             F          174,800.00         ZZ
                                         360        174,726.69          1
1


                                      10.250          1,566.39        103
                                      10.000          1,566.39
    COPPELL          TX   75019          1            06/29/01         23
    0432961860                           03           08/01/01          0
    14131                                O            07/01/31
    0


    5030889          964/G01             F          212,930.00         ZZ
                                         360        212,807.49          1
                                       8.750          1,675.12        107
                                       8.500          1,675.12
    ANTELOPE         CA   95843          1            06/29/01         23
    0432996700                           05           08/01/01          0
    129375                               O            07/01/31
    0


    5031308          G52/G01             F          125,000.00         ZZ
                                         360        125,000.00          1
                                       9.250          1,028.34        100
                                       9.000          1,028.34
    TUCSON           AZ   85710          1            07/06/01         23
    0433031630                           05           09/01/01          0
    9700000358                           O            08/01/31
    0


    5032713          P48/G01             F          180,000.00         ZZ
                                         180        179,911.46          1
                                       9.500          1,513.54        100
                                       9.250          1,513.54
    MINNEAPOLIS      MN   55412          1            06/29/01         23
    0432972339                           05           08/01/01          0
    5030297                              O            07/01/16
    0


    5033353          737/G01             F           72,000.00         ZZ
                                         360         72,000.00          1
                                       9.625            611.99        100
                                       9.375            611.99
    PHOENIX          AZ   85006          1            07/05/01         23
    0433002201                           05           09/01/01          0
    2029757                              O            08/01/31
    0


    5033568          E82/G01             F          133,700.00         ZZ
                                         360        133,632.48          1
                                       9.375          1,112.05        107
                                       9.125          1,112.05
    CARMEL           NY   10512          1            06/28/01         23
    0400434916                           01           08/01/01          0
1


    0400434916                           O            07/01/31
    0


    5033747          642/G01             F          109,180.00         ZZ
                                         360        109,134.22          1
                                      10.250            978.36        103
                                      10.000            978.36
    CHESAPEAKE       VA   23320          1            06/22/01         23
    0433018850                           05           08/01/01          0
    05064301                             O            07/01/31
    0


    5033827          E22/G01             F          193,650.00         ZZ
                                         360        192,508.55          1
                                       9.125          1,575.60        107
                                       8.875          1,575.60
    CHULA VISTA      CA   91913          1            06/19/01         23
    0412668873                           01           08/01/01          0
    0412668873                           O            07/01/31
    0


    5033836          E22/G01             F           21,400.00         ZZ
                                         360         21,389.75          1
                                       9.625            181.90        107
                                       9.375            181.90
    COVINGTON        LA   70433          1            06/28/01         23
    0412693889                           05           08/01/01          0
    0412693889                           O            07/01/31
    0


    5033846          E22/G01             F          211,800.00         ZZ
                                         360        211,684.31          1
                                       9.000          1,704.19        100
                                       8.750          1,704.19
    SHAWNEE MISSION  KS   66223          1            06/28/01         23
    0412715302                           05           08/01/01          0
    0412715302                           O            07/01/31
    0


    5033850          E22/G01             F          127,000.00         ZZ
                                         360        126,935.87          1
                                       9.375          1,056.32        100
                                       8.875          1,056.32
    CANOGA PARK      CA   91303          1            06/26/01         23
    0412716698                           01           08/01/01          0
    0412716698                           O            07/01/31
    0


1


    5033852          E22/G01             F          137,450.00         ZZ
                                         360        137,387.55          1
                                       9.875          1,193.55        100
                                       9.625          1,193.55
    AUSTIN           TX   78758          1            06/28/01         23
    0412720245                           05           08/01/01          0
    0412720245                           O            07/01/31
    0


    5033855          E22/G01             F           75,100.00         ZZ
                                         360         75,068.51          1
                                      10.250            672.97        103
                                      10.000            672.97
    CARLSBAD         NM   88220          1            06/28/01         23
    0412723645                           05           08/01/01          0
    0412723645                           O            07/01/31
    0


    5033863          E22/G01             F          153,950.00         ZZ
                                         360        153,885.44          2
                                      10.250          1,379.55        100
                                      10.000          1,379.55
    CHICAGO          IL   60623          1            06/28/01         23
    0412730038                           05           08/01/01          0
    0412730038                           O            07/01/31
    0


    5033866          E22/G01             F          100,700.00         ZZ
                                         360        100,647.80          1
                                       9.250            828.43         95
                                       8.750            828.43
    CRESWELL         OR   97426          1            06/22/01         23
    0412735649                           05           08/01/01          0
    0412735649                           N            07/01/31
    0


    5033867          E22/G01             F           65,270.00         ZZ
                                         360         65,237.04          1
                                       9.375            542.88        107
                                       8.875            542.88
    PENSACOLA        FL   32507          1            06/28/01         23
    0412737645                           05           08/01/01          0
    0412737645                           O            07/01/31
    0


    5033876          E22/G01             F           74,250.00         ZZ
                                         360         74,212.51          1
                                       9.375            617.57        100
                                       9.125            617.57
1


    STANTON          IA   51573          1            06/28/01         23
    0412747842                           05           08/01/01          0
    0412747842                           O            07/01/31
    0


    5033881          E22/G01             F          248,955.00         ZZ
                                         360        248,829.28          1
                                       9.375          2,070.68        100
                                       8.875          2,070.68
    FREMONT          CA   94536          1            06/25/01         23
    0412754079                           01           08/01/01          0
    0412754079                           O            07/01/31
    0


    5033884          E22/G01             F          219,500.00         ZZ
                                         360        219,440.60          1
                                      12.250          2,300.13        100
                                      11.750          2,300.13
    SOUTHGATE        MI   48195          1            06/28/01         23
    0412758120                           05           08/01/01          0
    0412758120                           O            07/01/31
    0


    5033895          E22/G01             F           69,000.00         ZZ
                                         360         68,965.15          1
                                       9.375            573.91        100
                                       8.875            573.91
    DALLAS           TX   75217          1            06/27/01         23
    0412767725                           05           08/01/01          0
    0412767725                           O            07/01/31
    0


    5033898          E22/G01             F           84,850.00         ZZ
                                         360         84,803.66          1
                                       9.000            682.72        100
                                       8.500            682.72
    SPRING           TX   77373          1            06/22/01         23
    0412768921                           03           08/01/01          0
    0412768921                           O            07/01/31
    0


    5033905          E22/G01             F          183,000.00         ZZ
                                         360        182,897.41          1
                                       8.875          1,456.03        100
                                       8.375          1,456.03
    MEMPHIS          TN   38117          1            06/28/01         23
    0412774473                           05           08/01/01          0
    0412774473                           O            07/01/31
    0
1




    5033911          E22/G01             F          129,780.00         ZZ
                                         360        129,710.94          1
                                       9.125          1,055.93        103
                                       8.875          1,055.93
    ROUND ROCK       TX   78664          1            06/28/01         23
    0412780876                           03           08/01/01          0
    0412780876                           O            07/01/31
    0


    5033917          E22/G01             F          168,900.00         ZZ
                                         360        168,819.09          1
                                       9.625          1,435.63        103
                                       9.375          1,435.63
    PLANO            TX   75025          1            06/28/01         23
    0412788846                           05           08/01/01          0
    0412788846                           O            07/01/31
    0


    5033920          N67/G01             F           50,000.00         ZZ
                                         360         49,974.76          1
                                       9.375            415.87        100
                                       9.125            415.87
    DILLON           MT   59725          1            06/18/01         23
    0432909794                           05           08/01/01          0
    1160004282                           O            07/01/31
    0


    5034406          940/G01             F          171,273.00         ZZ
                                         360        171,273.00          1
                                       8.125          1,271.70        104
                                       7.875          1,271.70
    VICTORVILLE      CA   92392          1            07/06/01         23
    0432991974                           03           09/01/01          0
    65010202                             O            08/01/31
    0


    5034808          W09/G01             F           28,840.00         ZZ
                                         180         28,816.97          1
                                      10.500            263.82        103
                                      10.250            263.82
    SPRINGFIELD      OH   45505          1            06/29/01         23
    0433011848                           05           07/29/01          0
    20016775                             O            06/29/16
    0


    5036306          U59/G01             F           70,620.00         ZZ
                                         360         70,582.42          1
1


                                       9.125            574.59        107
                                       8.875            574.59
    MIAMI            FL   33176          1            07/17/01         23
    0433016060                           01           08/17/01          0
    800867453                            O            07/17/31
    0


    5037312          G75/G01             F           79,500.00         ZZ
                                         360         79,500.00          1
                                       8.500            611.29        106
                                       8.250            611.29
    KNOXVILLE        TN   37912          1            07/11/01         23
    0433009198                           05           09/01/01          0
    04405759                             O            08/01/31
    0


    5039438          N67/G01             F          135,950.00         ZZ
                                         360        135,891.44          1
                                      10.125          1,205.64        103
                                       9.875          1,205.64
    ST GEORGE        UT   84790          1            06/15/01         23
    0432909695                           05           08/01/01          0
    1160004404                           O            07/01/31
    0


    5041039          642/G01             F          141,850.00         ZZ
                                         360        141,768.39          1
                                       8.750          1,115.93        106
                                       8.500          1,115.93
    LYNWOOD          IL   60411          1            06/19/01         23
    0432915015                           05           08/01/01          0
    04176401                             O            07/01/31
    0


    5042226          U59/G01             F          118,900.00         ZZ
                                         360        118,854.00          1
                                      10.625          1,098.76        100
                                      10.375          1,098.76
    ASHEVILLE        NC   28806          1            07/03/01         23
    0433004595                           05           08/03/01          0
    800866337                            O            07/03/31
    0


    5043873          Q64/G01             F          111,500.00         ZZ
                                         360        111,447.98          1
                                       9.750            957.96        100
                                       9.500            957.96
    DECATUR          GA   30032          2            06/15/01         23
    0432998573                           05           08/01/01          0
1


    0102065307                           O            07/01/31
    0


    5043929          642/G01             F           66,150.00         ZZ
                                         360         66,114.80          1
                                       9.125            538.22        105
                                       8.875            538.22
    WASHINGTON       IL   61571          1            06/21/01         23
    0432931889                           05           08/01/01          0
    04140801                             O            07/01/31
    0


    5044050          642/G01             F           81,320.00         ZZ
                                         360         81,276.72          1
                                       9.125            661.65        107
                                       8.875            661.65
    GRAND RAPIDS     MI   49506          1            06/21/01         23
    0432986495                           05           08/01/01          0
    05094801                             O            07/01/31
    0


    5044054          642/G01             F           50,290.00         ZZ
                                         360         50,263.93          1
                                       9.250            413.72        107
                                       9.000            413.72
    MURRAY           KY   42071          1            06/22/01         23
    0432966026                           05           08/01/01          0
    06129201                             O            07/01/31
    0


    5044106          Q64/G01             F           96,500.00         ZZ
                                         360         96,452.53          1
                                       9.500            811.43        100
                                       9.250            811.43
    DOUGLASVILLE     GA   30135          1            06/18/01         23
    0432955375                           05           08/01/01          0
    0102049905                           O            07/01/31
    0


    5044429          N67/G01             F           33,250.00         ZZ
                                         360         33,234.07          1
                                       9.625            282.62         95
                                       9.375            282.62
    CENTER POINT     TX   78010          1            06/13/01         23
    0432952729                           05           08/01/01          0
    116000397                            N            07/01/31
    0


1


    5047697          B28/G01             F          103,350.00         ZZ
                                         360        103,350.00          1
                                       9.125            840.89        107
                                       8.875            840.89
    WATERFORD        CA   95386          1            07/10/01         23
    0433024932                           05           09/01/01          0
    0106280038                           O            08/01/31
    0


    5047964          642/G01             F          175,000.00         ZZ
                                         180        174,558.03          1
                                       9.500          1,827.39        105
                                       9.250          1,827.39
    BALTIMORE        MD   21221          2            06/21/01         23
    0432932366                           05           08/01/01          0
    05096301                             O            07/01/16
    0


    5048337          642/G01             F          154,500.00         ZZ
                                         360        154,500.00          1
                                      10.250          1,384.48        103
                                      10.000          1,384.48
    WOODBRIDGE       VA   22191          5            07/03/01         23
    0433007994                           05           09/01/01          0
    05054101                             O            08/01/31
    0


    5049955          U28/G01             F          158,500.00         ZZ
                                         360        158,426.05          1
                                       9.750          1,361.76        103
                                       9.500          1,361.76
    DALLAS           GA   30132          1            07/03/01         23
    0432991552                           05           08/01/01          0
    1                                    O            07/01/31
    0


    5050998          L16/G01             F          161,500.00         ZZ
                                         360        161,414.05          1
                                       9.125          1,314.02        100
                                       8.875          1,314.02
    PAYSON           UT   84651          1            07/02/01         23
    0432995314                           05           08/01/01          0
    W0106203                             O            07/01/31
    0


    5052974          642/G01             F           68,900.00         ZZ
                                         360         68,900.00          1
                                       9.625            585.64        106
                                       9.375            585.64
1


    DELTA            UT   84624          5            07/02/01         23
    0433002532                           05           09/01/01          0
    06186101                             O            08/01/31
    0


    5053299          J95/G01             F          161,100.00         ZZ
                                         360        161,100.00          1
                                       8.750          1,267.37        100
                                       8.500          1,267.37
    PEORIA           AZ   85382          1            07/03/01         23
    0433033537                           05           09/01/01          0
    0022705289                           O            08/01/31
    0


    5053765          E22/G01             F          150,500.00         ZZ
                                         360        150,421.97          2
                                       9.250          1,238.13        100
                                       9.000          1,238.13
    CINCINNATI       OH   45226          5            06/25/01         23
    0412589335                           05           08/01/01          0
    0412589335                           O            07/01/31
    0


    5053777          E22/G01             F          105,100.00         ZZ
                                         360        105,041.08          1
                                       8.875            836.22        100
                                       8.625            836.22
    CANYON LAKE      CA   92587          2            06/21/01         23
    0412660821                           05           08/01/01          0
    0412660821                           O            07/01/31
    0


    5053789          E22/G01             F           71,050.00         ZZ
                                         360         71,016.05          1
                                       9.875            616.96        103
                                       9.625            616.96
    DULUTH           MN   55807          1            06/29/01         23
    0412672842                           05           08/01/01          0
    0412672842                           O            07/01/31
    0


    5053797          E22/G01             F           83,400.00         ZZ
                                         360         83,356.76          1
                                       9.250            686.11        103
                                       9.000            686.11
    SOMERSWORTH      NH   03878          1            06/29/01         23
    0412685497                           05           08/01/01          0
    0412685497                           O            07/01/31
    0
1




    5053804          E22/G01             F          188,450.00         ZZ
                                         360        187,853.71          1
                                       9.625          1,601.81        100
                                       9.375          1,601.81
    WILEY FORD       WV   26767          1            06/29/01         23
    0412691578                           05           08/01/01          0
    0412691578                           O            07/01/31
    0


    5053805          E22/G01             F           44,500.00         ZZ
                                         360         44,442.81          1
                                       9.375            370.13         99
                                       9.125            370.13
    LIBERTY          KY   42539          1            06/29/01         23
    0412693210                           05           08/01/01          0
    0412693210                           O            07/01/31
    0


    5053817          E22/G01             F          254,249.00         ZZ
                                         360        254,098.89          1
                                       8.625          1,977.52        107
                                       8.125          1,977.52
    TEMECULA         CA   92591          1            06/22/01         23
    0412703175                           03           08/01/01          0
    0412703175                           O            07/01/31
    0


    5053822          E22/G01             F          112,500.00         ZZ
                                         360        112,441.68          1
                                       9.250            925.51        100
                                       8.750            925.51
    FT LAUDERDALE    FL   33312          1            06/29/01         23
    0412705915                           05           08/01/01          0
    0412705915                           O            07/01/31
    0


    5053824          E22/G01             F          175,000.00         ZZ
                                         360        174,906.87          1
                                       9.125          1,423.86        103
                                       8.875          1,423.86
    HAMBURG          MI   48000          1            06/29/01         23
    0412707820                           05           08/01/01          0
    0412707820                           O            07/01/31
    0


    5053825          E22/G01             F          131,868.00         ZZ
                                         360        131,804.83          1
1


                                       9.625          1,120.86        100
                                       9.375          1,120.86
    KENNEWICK        WA   99336          1            06/19/01         23
    0412708323                           03           08/01/01          0
    0412708323                           O            07/01/31
    0


    5053826          E22/G01             F          153,000.00         ZZ
                                         360        152,916.43          1
                                       9.000          1,231.07        100
                                       8.500          1,231.07
    RANCHO CUCAMONG  CA   91730          1            06/25/01         23
    0412709172                           09           08/01/01          0
    0412709172                           O            07/01/31
    0


    5053831          E22/G01             F          105,500.00         ZZ
                                         360        105,448.11          1
                                       9.500            887.10        105
                                       9.000            887.10
    NASHVILLE        TN   37211          1            06/29/01         23
    0412711806                           01           08/01/01          0
    0412711806                           O            07/01/31
    0


    5053834          E22/G01             F          133,900.00         ZZ
                                         360        133,865.73          1
                                      12.500          1,429.06        103
                                      12.000          1,429.06
    SACRAMENTO       CA   95827          1            06/28/01         23
    0412713737                           05           08/01/01          0
    0412713737                           O            07/01/31
    0


    5053844          E22/G01             F           35,050.00         ZZ
                                         360         35,031.83          1
                                       9.250            288.35         95
                                       8.750            288.35
    SOUTH BEND       IN   46619          1            06/29/01         23
    0412719981                           05           08/01/01          0
    0412719981                           N            07/01/31
    0


    5053847          E22/G01             F          247,200.00         ZZ
                                         360        247,061.42          1
                                       8.875          1,966.83        103
                                       8.625          1,966.83
    ALISO VIEJO ARE  CA   92656          1            06/27/01         23
    0412721938                           01           08/01/01          0
1


    0412721938                           O            07/01/31
    0


    5053874          E22/G01             F          121,540.00         ZZ
                                         360        121,471.86          1
                                       8.875            967.03        103
                                       8.625            967.03
    STOCKTON         CA   95206          1            06/16/01         23
    0412740458                           05           08/01/01          0
    0412740458                           O            07/01/31
    0


    5053887          E22/G01             F           91,100.00         ZZ
                                         360         91,074.65          1
                                      12.125            945.84        103
                                      11.625            945.84
    LOUISVILLE       KY   40219          1            06/29/01         23
    0412747446                           05           08/01/01          0
    0412747446                           O            07/01/31
    0


    5053891          E22/G01             F          164,800.00         ZZ
                                         360        164,714.56          1
                                       9.250          1,355.77        103
                                       9.000          1,355.77
    NEWARK           DE   19702          1            06/29/01         23
    0412748691                           05           08/01/01          0
    0412748691                           O            07/01/31
    0


    5053895          E22/G01             F          112,350.00         ZZ
                                         360        112,294.74          1
                                       9.500            944.70        107
                                       9.000            944.70
    MIRAMAR          FL   33023          1            06/29/01         23
    0412749244                           05           08/01/01          0
    0412749244                           O            07/01/31
    0


    5053907          E22/G01             F          140,000.00         ZZ
                                         360        139,929.30          1
                                       9.375          1,164.45        100
                                       9.125          1,164.45
    WATERFORD        MI   48328          1            06/29/01         23
    0412752339                           05           08/01/01          0
    0412752339                           O            07/01/31
    0


1


    5053917          E22/G01             F          163,980.00         ZZ
                                         360        163,907.46          1
                                      10.000          1,439.04        100
                                       9.750          1,439.04
    CYPRESS          CA   90630          1            06/22/01         23
    0412756520                           01           08/01/01          0
    0412756520                           O            07/01/31
    0


    5053927          E22/G01             F          157,500.00         ZZ
                                         360        157,451.03          1
                                      11.625          1,574.75        103
                                      11.125          1,574.75
    LAFAYETTE        LA   70508          1            06/29/01         23
    0412759797                           05           08/01/01          0
    0412759797                           O            07/01/31
    0


    5053938          E22/G01             F           77,250.00         ZZ
                                         360         77,222.46          1
                                      11.000            735.67        103
                                      10.750            735.67
    ATHENS           TN   37303          1            06/29/01         23
    0412764151                           05           08/01/01          0
    0412764151                           O            07/01/31
    0


    5053939          E22/G01             F           92,999.00         ZZ
                                         360         92,948.20          1
                                       9.000            748.29        100
                                       8.750            748.29
    DALLAS           TX   75228          1            06/26/01         23
    0412764425                           05           08/01/01          0
    0412764425                           O            07/01/31
    0


    5053941          E22/G01             F          252,000.00         ZZ
                                         360        251,858.72          1
                                       8.875          2,005.03        100
                                       8.375          2,005.03
    IRVINE           CA   92606          1            06/26/01         23
    0412764839                           01           08/01/01          0
    0412764839                           O            07/01/31
    0


    5053945          E22/G01             F          155,000.00         ZZ
                                         360        154,913.10          1
                                       8.875          1,233.25        100
                                       8.625          1,233.25
1


    SPRING LAKE PAR  MN   55432          1            06/29/01         23
    0412766750                           05           08/01/01          0
    0412766750                           O            07/01/31
    0


    5053948          E22/G01             F           37,450.00         ZZ
                                         360         37,431.58          1
                                       9.500            314.90        107
                                       9.250            314.90
    REESE            OH   43207          1            06/29/01         23
    0412769317                           05           08/01/01          0
    0412769317                           O            07/01/31
    0


    5053951          E22/G01             F          160,565.00         ZZ
                                         360        160,477.30          1
                                       9.000          1,291.94        103
                                       8.750          1,291.94
    HOT SULPHUR SPR  CO   80451          1            06/29/01         23
    0412771065                           05           08/01/01          0
    0412771065                           O            07/01/31
    0


    5053959          E22/G01             F          149,500.00         ZZ
                                         360        149,424.50          1
                                       9.375          1,243.47        100
                                       8.875          1,243.47
    FORT PIERCE      FL   34951          1            06/29/01         23
    0412774341                           03           08/01/01          0
    0412774341                           O            07/01/31
    0


    5053960          E22/G01             F          202,400.00         ZZ
                                         360        202,289.44          1
                                       9.000          1,628.56        100
                                       8.750          1,628.56
    LOMBARD          IL   60148          1            06/29/01         23
    0412774747                           05           08/01/01          0
    0412774747                           O            07/01/31
    0


    5053961          E22/G01             F          113,050.00         ZZ
                                         360        112,992.91          2
                                       9.375            940.29         95
                                       9.125            940.29
    ROWLETT          TX   75088          1            06/29/01         23
    0412775041                           05           08/01/01          0
    0412775041                           N            07/01/31
    0
1




    5053962          E22/G01             F          185,400.00         ZZ
                                         360        185,306.38          1
                                       9.375          1,542.06        103
                                       9.125          1,542.06
    ANN ARBOR        MI   48108          1            06/29/01         23
    0412775181                           05           08/01/01          0
    0412775181                           O            07/01/31
    0


    5053967          E22/G01             F          144,450.00         ZZ
                                         360        144,375.12          1
                                       9.250          1,188.35        107
                                       8.750          1,188.35
    BENTONVILLE      AR   72712          1            06/29/01         23
    0412777112                           05           08/01/01          0
    0412777112                           O            07/01/31
    0


    5053971          E22/G01             F          144,200.00         ZZ
                                         360        144,157.58          1
                                      11.875          1,469.40        103
                                      11.625          1,469.40
    DESOTO           TX   75115          1            06/29/01         23
    0412777856                           05           08/01/01          0
    0412777856                           O            07/01/31
    0


    5053972          E22/G01             F           79,310.00         ZZ
                                         360         79,272.00          1
                                       9.625            674.13        103
                                       9.125            674.13
    PORT ST. LUCIE   FL   34983          1            06/29/01         23
    0412778698                           05           08/01/01          0
    0412778698                           O            07/01/31
    0


    5053975          E22/G01             F          101,650.00         ZZ
                                         360        101,597.30          1
                                       9.250            836.25        107
                                       9.000            836.25
    SUNRISE          FL   33351          1            06/29/01         23
    0412779282                           09           08/01/01          0
    0412779282                           O            07/01/31
    0


    5053979          E22/G01             F           96,664.00         ZZ
                                         360         96,519.45          1
1


                                       9.375            804.00        107
                                       8.875            804.00
    CONROE           TX   77385          1            06/29/01         23
    0412781833                           05           08/01/01          0
    0412781833                           O            07/01/31
    0


    5053984          E22/G01             F          180,000.00         ZZ
                                         360        179,906.68          1
                                       9.250          1,480.82        100
                                       8.750          1,480.82
    DELRAY BEACH     FL   33445          1            06/29/01         23
    0412785495                           03           08/01/01          0
    0412785495                           O            07/01/31
    0


    5053997          E22/G01             F          285,654.00         ZZ
                                         360        285,509.74          1
                                       9.375          2,375.93        100
                                       9.125          2,375.93
    LONGMONT         CO   80501          1            06/29/01         23
    0412791881                           03           08/01/01          0
    0412791881                           O            07/01/31
    0


    5053998          E22/G01             F           82,000.00         ZZ
                                         360         81,957.49          1
                                       9.250            674.59        100
                                       9.000            674.59
    TAMPA            FL   33603          1            06/29/01         23
    0412793226                           05           08/01/01          0
    0412793226                           O            07/01/31
    0


    5054000          E22/G01             F           49,000.00         ZZ
                                         360         48,974.60          1
                                       9.250            403.11        100
                                       9.000            403.11
    SCOTTSBORO       AL   35768          1            06/29/01         23
    0412795825                           05           08/01/01          0
    0412795825                           O            07/01/31
    0


    5054745          U45/G01             F           88,000.00         ZZ
                                         360         87,954.38          1
                                       9.250            723.95        100
                                       9.000            723.95
    SPANISH FORK     UT   84660          1            06/22/01         23
    0432991438                           05           08/01/01          0
1


    6116010423                           O            07/01/31
    0


    5056971          642/G01             F           50,290.00         ZZ
                                         360         50,290.00          1
                                       8.750            395.63        107
                                       8.500            395.63
    NEW CASTLE       PA   16101          1            07/11/01         23
    0432999035                           05           09/01/01          0
    06143801                             O            08/01/31
    0


    5057467          T17/G01             F           78,000.00         ZZ
                                         360         77,832.40          1
                                      10.250            698.96        100
                                      10.000            698.96
    BENSON           NC   27504          1            06/13/01         23
    0432985554                           05           07/12/01          0
    01040630                             O            06/12/31
    0


    5058964          U59/G01             F          161,500.00         ZZ
                                         360        161,407.07          1
                                       8.750          1,270.53         95
                                       8.500          1,270.53
    FORT MYERS BEAC  FL   33931          1            07/13/01         23
    0433004256                           05           08/13/01          0
    800872632                            O            07/13/31
    0


    5059141          642/G01             F           42,800.00         ZZ
                                         360         42,778.94          1
                                       9.500            359.89        107
                                       9.250            359.89
    RENSSELAER       IN   47978          1            06/26/01         23
    0432982536                           05           08/01/01          0
    05018301                             O            07/01/31
    0


    5059525          964/G01             F          163,200.00         ZZ
                                         360        163,200.00          1
                                       8.500          1,254.87        106
                                       8.250          1,254.87
    SPARKS           NV   89436          5            07/06/01         23
    0433016185                           05           09/01/01          0
    129306                               O            08/01/31
    0


1


    5061171          964/G01             F          157,500.00         ZZ
                                         360        157,500.00          1
                                       9.250          1,295.71        100
                                       9.000          1,295.71
    LAS VEGAS        NV   89123          1            07/05/01         23
    0432990943                           03           09/01/01          0
    133742                               O            08/01/31
    0


    5061841          E22/G01             F           72,615.00         ZZ
                                         360         72,584.55          1
                                      10.250            650.70        103
                                       9.750            650.70
    WINTER HAVEN     FL   33881          5            06/27/01         23
    0412623019                           05           08/01/01          0
    0412623019                           O            07/01/31
    0


    5061867          E22/G01             F          128,400.00         ZZ
                                         360        128,329.86          1
                                       9.000          1,033.14        107
                                       8.750          1,033.14
    NORMAN           OK   73072          9            06/27/01         23
    0412726192                           05           08/01/01          0
    0412726192                           O            07/01/31
    0


    5061869          E22/G01             F          132,300.00         ZZ
                                         360        132,234.93          1
                                       9.500          1,112.45        104
                                       9.000          1,112.45
    MIAMI            FL   33055          2            06/26/01         23
    0412727232                           03           08/01/01          0
    0412727232                           O            07/01/31
    0


    5061879          E22/G01             F          194,000.00         ZZ
                                         360        193,948.95          1
                                      12.375          2,051.68        100
                                      11.875          2,051.68
    WASHINGTON TWP   MI   48094          1            07/02/01         23
    0412744559                           01           08/01/01          0
    0412744559                           O            07/01/31
    0


    5061885          E22/G01             F           82,440.00         ZZ
                                         360         82,405.43          1
                                      10.250            738.75        100
                                      10.000            738.75
1


    DELRAY BEACH     FL   33384          1            07/02/01         23
    0412747198                           09           08/01/01          0
    0412747198                           O            07/01/31
    0


    5061903          E22/G01             F           62,700.00         ZZ
                                         360         62,669.97          1
                                       9.625            532.94         95
                                       9.375            532.94
    JOLIET           IL   60435          1            07/02/01         23
    0412759177                           05           08/01/01          0
    0412759177                           N            07/01/31
    0


    5061904          E22/G01             F          164,800.00         ZZ
                                         360        164,721.05          1
                                       9.625          1,400.78        103
                                       9.125          1,400.78
    OKLAHOMA CITY    OK   73162          2            06/26/01         23
    0412759508                           03           08/01/01          0
    0412759508                           O            07/01/31
    0


    5061912          E22/G01             F           89,500.00         ZZ
                                         360         89,454.80          1
                                       9.375            744.42         95
                                       9.125            744.42
    FORT WASHINGTON  MD   20744          1            07/02/01         23
    0412767550                           01           08/01/01          0
    0412767550                           N            07/01/31
    0


    5062110          S02/G01             F          193,050.00         ZZ
                                         360        192,947.26          2
                                       9.125          1,570.72         99
                                       8.875          1,570.72
    LOS ANGELES      CA   90003          1            06/21/01         23
    0432993244                           05           08/01/01          0
    01106112                             O            07/01/31
    0


    5062185          642/G01             F          150,000.00         ZZ
                                         360        149,924.26          1
                                       9.375          1,247.62        100
                                       9.125          1,247.62
    SACRAMENTO       CA   95828          1            06/26/01         23
    0432969798                           05           08/01/01          0
    03102801                             O            07/01/31
    0
1




    5062363          N46/G01             F           79,180.00         ZZ
                                         360         79,137.87          1
                                       9.125            644.23        107
                                       8.875            644.23
    GREENVILLE       SC   29607          5            06/19/01         23
    0433012028                           05           08/01/01          0
    102509                               O            07/01/31
    0


    5062443          K15/G01             F           49,900.00         ZZ
                                         360         49,900.00          1
                                      12.750            542.26        103
                                      12.500            542.26
    DESLOGE          MO   63601          5            07/12/01         23
    0433003175                           05           09/01/01          0
    002750005306813                      O            08/01/31
    0


    5062445          K15/G01             F           77,200.00         ZZ
                                         360         77,166.75          1
                                      10.125            684.63        103
                                       9.875            684.63
    RICHMOND         IN   47374          5            06/26/01         23
    0432932697                           05           08/01/01          0
    033705302766                         O            07/01/31
    0


    5062732          K15/G01             F          135,500.00         ZZ
                                         360        135,444.68          1
                                      10.375          1,226.83        103
                                      10.125          1,226.83
    CRYSTAL          MN   55422          2            06/26/01         23
    0432965481                           05           08/01/01          0
    013205304358                         O            07/01/31
    0


    5062919          642/G01             F           74,900.00         ZZ
                                         360         74,860.14          1
                                       9.125            609.41        107
                                       8.875            609.41
    CAPE CORAL       FL   33909          5            06/21/01         23
    0432929909                           05           08/01/01          0
    05104801                             O            07/01/31
    0


    5063923          642/G01             F          104,218.00         ZZ
                                         360        104,163.97          1
1


                                       9.250            857.38        107
                                       9.000            857.38
    MURRELLS INLET   SC   29576          1            06/29/01         23
    0432970630                           05           08/01/01          0
    02134201                             O            07/01/31
    0


    5064155          U35/G01             F           92,700.00         ZZ
                                         360         92,700.00          1
                                      11.625            926.85        103
                                      11.375            926.85
    NEENAH           WI   54956          5            07/06/01         23
    0432993384                           05           09/01/01          0
    5026007                              O            08/01/31
    0


    5064380          U28/G01             F          112,850.00         ZZ
                                         360        112,850.00          1
                                       9.125            918.18        107
                                       8.875            918.18
    SWAINSBORO       GA   30401          5            07/09/01         23
    0433001724                           05           09/01/01          0
    THOMPSON                             O            08/01/31
    0


    5064392          624/G01             F          244,110.00         ZZ
                                         360        244,110.00          1
                                       8.500          1,876.99        103
                                       8.250          1,876.99
    CORONA           CA   92880          1            07/02/01         23
    0432994903                           05           09/01/01          0
    3210021433F                          O            08/01/31
    0


    5064553          642/G01             F          249,989.00         ZZ
                                         360        249,884.17          1
                                      10.250          2,240.15        100
                                      10.000          2,240.15
    FREEPORT         NY   11520          5            06/26/01         23
    0432969582                           05           08/01/01          0
    04133301                             O            07/01/31
    0


    5064555          U59/G01             F          400,000.00         ZZ
                                         360        399,572.64          1
                                       9.125          3,254.54        104
                                       8.875          3,254.54
    WASHINGTON       DC   20016          1            06/22/01         23
    0432944213                           05           07/22/01          0
1


    800844961                            O            06/22/31
    0


    5065394          U28/G01             F          299,950.00         ZZ
                                         360        299,950.00          1
                                       9.500          2,522.14        100
                                       9.250          2,522.14
    KENNESAW         GA   30152          1            07/13/01         23
    0433031234                           05           09/01/01          0
    OSBORNE                              O            08/01/31
    0


    5065733          642/G01             F          187,250.00         ZZ
                                         360        187,145.02          1
                                       8.875          1,489.85        107
                                       8.625          1,489.85
    RIPON            CA   95366          5            06/25/01         23
    0432974863                           05           08/01/01          0
    06152001                             O            07/01/31
    0


    5068833          E22/G01             F          131,850.00         ZZ
                                         360        131,790.10          1
                                       9.875          1,144.92        100
                                       9.625          1,144.92
    WILMINGTON       NC   28409          1            07/03/01         23
    0412722555                           05           08/01/01          0
    0412722555                           O            07/01/31
    0


    5068834          E22/G01             F           88,950.00         ZZ
                                         360         88,950.00          1
                                       8.875            707.73        107
                                       8.375            707.73
    DALLAS           TX   75240          1            07/03/01         23
    0412723207                           01           09/01/01          0
    0412723207                           O            08/01/31
    0


    5068842          E22/G01             F          205,500.00         ZZ
                                         360        205,396.23          1
                                       9.375          1,709.24        100
                                       9.125          1,709.24
    MISSION HILLS    CA   91345          1            06/14/01         23
    0412736126                           05           08/01/01          0
    0412736126                           O            07/01/31
    0


1


    5068843          E22/G01             F          137,750.00         ZZ
                                         360        137,750.00          1
                                       8.875          1,096.00         95
                                       8.625          1,096.00
    BOZEMAN          MT   59718          1            07/03/01         23
    0412736332                           05           09/01/01          0
    0412736332                           O            08/01/31
    0


    5068884          E22/G01             F           85,600.00         ZZ
                                         360         85,554.45          1
                                       9.125            696.47        107
                                       8.875            696.47
    SAINT PETERSBUR  FL   33703          1            07/03/01         23
    0412779399                           05           08/01/01          0
    0412779399                           O            07/01/31
    0


    5068886          E22/G01             F          111,100.00         ZZ
                                         360        111,049.52          1
                                       9.875            964.74        103
                                       9.625            964.74
    SOUTHFIELD       MI   48075          1            07/03/01         23
    0412782195                           05           08/01/01          0
    0412782195                           O            07/01/31
    0


    5068887          E22/G01             F          159,400.00         ZZ
                                         360        159,305.89          1
                                       8.625          1,239.80        107
                                       8.125          1,239.80
    RICHLAND         WA   99352          1            06/26/01         23
    0412784589                           03           08/01/01          0
    0412784589                           O            07/01/31
    0


    5068891          E22/G01             F          160,650.00         ZZ
                                         360        160,555.15          1
                                       8.625          1,249.52        103
                                       8.125          1,249.52
    MODESTO          CA   95356          1            06/29/01         23
    0412787939                           05           08/01/01          0
    0412787939                           O            07/01/31
    0


    5069341          642/G01             F           91,670.00         ZZ
                                         360         91,629.45          1
                                      10.000            804.47        103
                                       9.750            804.47
1


    ASHLAND          NE   68003          1            06/27/01         23
    0432985083                           05           08/01/01          0
    05080801                             O            07/01/31
    0


    5070850          642/G01             F           78,600.00         ZZ
                                         360         78,600.00          1
                                       9.375            653.75        100
                                       9.125            653.75
    NORTH MIAMI BEA  FL   33162          1            07/02/01         23
    0432983252                           05           09/01/01          0
    06136001                             O            08/01/31
    0


    5070926          737/G01             F          133,395.00         ZZ
                                         360        133,395.00          1
                                       9.875          1,158.33        104
                                       9.625          1,158.33
    BLACKSBURG       VA   24060          1            07/09/01         23
    0432999894                           03           09/01/01          0
    0001779891                           O            08/01/31
    0


    5071280          642/G01             F          192,400.00         ZZ
                                         360        192,305.37          1
                                       9.500          1,617.80        104
                                       9.250          1,617.80
    WOODSTOCK        GA   30189          1            06/27/01         23
    0433013760                           03           08/01/01          0
    05012801                             O            07/01/31
    0


    5073134          K15/G01             F          112,300.00         ZZ
                                         360        112,300.00          1
                                       9.375            934.05        107
                                       9.125            934.05
    HILTON           NY   14468          5            07/10/01         23
    0432997864                           05           09/01/01          0
    027205304975                         O            08/01/31
    0


    5077378          E22/G01             F          158,000.00         ZZ
                                         360        157,924.30          1
                                       9.625          1,342.99        100
                                       9.125          1,342.99
    MIAMI            FL   33145          1            06/08/01         23
    0412707291                           05           08/01/01          0
    0412707291                           O            07/01/31
    0
1




    5077386          E22/G01             F          128,750.00         ZZ
                                         360        128,697.44          1
                                      10.375          1,165.71        103
                                      10.125          1,165.71
    WHITE LAKE       MI   48386          1            07/05/01         23
    0412728255                           05           08/01/01          0
    0412728255                           O            07/01/31
    0


    5077403          E22/G01             F          293,550.00         ZZ
                                         360        293,550.00          1
                                      10.250          2,630.51        103
                                      10.000          2,630.51
    CASTRO VALLEY    CA   94546          1            06/27/01         23
    0412748147                           05           09/01/01          0
    0412748147                           O            08/01/31
    0


    5077408          E22/G01             F           87,000.00         ZZ
                                         360         86,956.07          1
                                       9.375            723.62        100
                                       9.125            723.62
    COLORADO SPRING  CO   80906          1            07/05/01         23
    0412752057                           05           08/01/01          0
    0412752057                           O            07/01/31
    0


    5077416          E22/G01             F           78,110.00         ZZ
                                         360         78,067.34          1
                                       9.000            628.49        107
                                       8.500            628.49
    NORTH MIAMI BEA  FL   33162          1            07/05/01         23
    0412762114                           07           08/01/01          0
    0412762114                           O            07/01/31
    0


    5077441          E22/G01             F          159,635.00         ZZ
                                         360        159,547.80          1
                                       9.000          1,284.46        103
                                       8.750          1,284.46
    OCALA            FL   34482          1            07/05/01         23
    0412782336                           05           08/01/01          0
    0412782336                           O            07/01/31
    0


    5077445          E22/G01             F          252,850.00         ZZ
                                         360        252,704.53          1
1


                                       8.750          1,989.17        103
                                       8.500          1,989.17
    GREENFIELD       CA   93927          1            06/27/01         23
    0412783656                           05           08/01/01          0
    0412783656                           O            07/01/31
    0


    5077447          E22/G01             F           84,530.00         ZZ
                                         360         84,487.31          1
                                       9.375            703.08        107
                                       9.125            703.08
    GLADSTONE        MO   64118          9            06/29/01         23
    0412783839                           05           08/01/01          0
    0412783839                           O            07/01/31
    0


    5077448          E22/G01             F          172,000.00         ZZ
                                         360        171,910.83          1
                                       9.250          1,415.00        100
                                       8.750          1,415.00
    CANOGA PARK      CA   91305          1            06/29/01         23
    0412784498                           01           08/01/01          0
    0412784498                           O            07/01/31
    0


    5077451          E22/G01             F          185,645.00         ZZ
                                         360        185,645.00          1
                                       9.000          1,493.74        107
                                       8.500          1,493.74
    SACRAMENTO       CA   95828          1            07/02/01         23
    0412790750                           05           09/01/01          0
    0412790750                           O            08/01/31
    0


    5077454          E22/G01             F          192,610.00         ZZ
                                         360        192,544.97          1
                                      11.250          1,870.75        103
                                      10.750          1,870.75
    SPRING           TX   77389          1            07/05/01         23
    0412793242                           03           08/01/01          0
    0412793242                           O            07/01/31
    0


    5077456          E22/G01             F           53,350.00         ZZ
                                         360         53,320.86          1
                                       9.000            429.27        107
                                       8.750            429.27
    KANSAS CITY      MO   64132          1            07/03/01         23
    0412796039                           05           08/01/01          0
1


    0412796039                           O            07/01/31
    0


    5077738          642/G01             F          238,000.00         ZZ
                                         360        238,000.00          1
                                       8.500          1,830.01        106
                                       8.250          1,830.01
    HUGHESVILLE      MD   20637          1            07/11/01         23
    0432998565                           05           09/01/01          0
    06198701                             O            08/01/31
    0


    5078695          Q64/G01             F          102,720.00         ZZ
                                         360        102,672.07          1
                                       9.750            882.53        107
                                       9.500            882.53
    NASHVILLE        TN   37210          2            06/21/01         23
    0432996262                           05           08/01/01          0
    2055603                              O            07/01/31
    0


    5078790          642/G01             F          286,750.00         ZZ
                                         360        286,597.40          1
                                       9.125          2,333.09        107
                                       8.875          2,333.09
    MILFORD          MI   48381          2            06/19/01         23
    0432976454                           05           08/01/01          0
    05033101                             O            07/01/31
    0


    5078881          Q64/G01             F          156,500.00         ZZ
                                         360        156,423.02          1
                                       9.500          1,315.94        100
                                       9.250          1,315.94
    MARIETTA         GA   30067          1            06/26/01         23
    0433016938                           05           08/01/01          0
    0102107604                           O            07/01/31
    0


    5079108          Q64/G01             F           65,250.00         ZZ
                                         360         65,217.90          1
                                       9.500            548.66        107
                                       9.250            548.66
    LITHONIA         GA   30058          1            06/28/01         23
    0432996338                           01           08/01/01          0
    02090800                             O            07/01/31
    0


1


    5079228          U35/G01             F          132,000.00         ZZ
                                         360        132,000.00          1
                                      10.125          1,170.61        100
                                       9.875          1,170.61
    OSHKOSH          WI   54904          1            07/13/01         23
    0432998607                           05           09/01/01          0
    FONTAINE                             O            08/01/31
    0


    5079372          642/G01             F          131,000.00         ZZ
                                         360        131,000.00          1
                                       9.625          1,113.49        100
                                       9.375          1,113.49
    MIAMI            FL   33161          1            07/13/01         23
    0432999365                           05           09/01/01          0
    06128601                             O            08/01/31
    0


    5079754          642/G01             F          157,825.00         ZZ
                                         360        157,825.00          1
                                       8.375          1,199.58        107
                                       8.125          1,199.58
    CONYERS          GA   30094          1            07/17/01         23
    0433007002                           05           09/01/01          0
    06101201                             O            08/01/31
    0


    5082111          U62/G01             F          218,150.00         ZZ
                                         360        218,007.30          1
                                       8.125          1,619.76        107
                                       7.875          1,619.76
    ROOTSTOWN        OH   44272          5            06/25/01         23
    0433013398                           05           08/01/01          0
    2001257684                           O            07/01/31
    0


    5082451          642/G01             F          100,580.00         ZZ
                                         360        100,529.21          1
                                       9.375            836.57        107
                                       9.125            836.57
    AKRON            OH   44301          2            06/25/01         23
    0432999852                           05           08/01/01          0
    06113201                             O            07/01/31
    0


    5084801          642/G01             F           69,550.00         ZZ
                                         360         69,550.00          1
                                       9.500            584.81        107
                                       9.250            584.81
1


    SEAFORD          DE   19973          1            07/11/01         23
    0433013075                           05           09/01/01          0
    05001701                             O            08/01/31
    0


    5085723          U05/G01             F          115,000.00         ZZ
                                         360        115,000.00          1
                                       9.000            925.32        100
                                       8.750            925.32
    MIDDLETOWN       DE   19709          1            07/18/01         23
    0433006699                           05           09/01/01          0
    3148883                              O            08/01/31
    0


    5087433          E22/G01             F          196,765.00         ZZ
                                         360        196,707.11          1
                                      11.875          2,005.04         95
                                      11.625          2,005.04
    PEMBROKE PINES   FL   33029          1            06/25/01         23
    0412740987                           03           08/01/01          0
    0412740987                           O            07/01/31
    0


    5087442          E22/G01             F           82,900.00         ZZ
                                         360         82,867.06          1
                                      10.500            758.32        103
                                      10.250            758.32
    KALAMAZOO        MI   49001          1            07/06/01         23
    0412758989                           05           08/01/01          0
    0412758989                           O            07/01/31
    0


    5087446          E22/G01             F           83,000.00         ZZ
                                         360         82,956.97          1
                                       9.250            682.82        100
                                       8.750            682.82
    ORLANDO          FL   32837          1            07/06/01         23
    0412762395                           09           08/01/01          0
    0412762395                           O            07/01/31
    0


    5087459          E22/G01             F          164,500.00         ZZ
                                         360        164,407.77          1
                                       8.875          1,308.84        100
                                       8.625          1,308.84
    KANNAPOLIS       NC   28081          1            07/06/01         23
    0412777062                           05           08/01/01          0
    0412777062                           O            07/01/31
    0
1




    5087460          E22/G01             F          242,850.00         ZZ
                                         360        242,850.00          1
                                       8.875          1,932.22        100
                                       8.375          1,932.22
    MEMPHIS          TN   38018          1            07/06/01         23
    0412779076                           03           09/01/01          0
    0412779076                           O            08/01/31
    0


    5087466          E22/G01             F          129,470.00         ZZ
                                         360        129,470.00          1
                                       8.750          1,018.54        107
                                       8.500          1,018.54
    POLLOCK PINES    CA   95726          1            07/03/01         23
    0412786402                           05           09/01/01          0
    0412786402                           O            08/01/31
    0


    5087469          E22/G01             F          148,700.00         ZZ
                                         360        148,614.45          1
                                       8.750          1,169.82        107
                                       8.250          1,169.82
    DELRAY BCH       FL   33484          1            07/06/01         23
    0412790099                           05           08/01/01          0
    0412790099                           O            07/01/31
    0


    5087471          E22/G01             F          135,000.00         ZZ
                                         360        135,000.00          1
                                       9.125          1,098.40        100
                                       8.625          1,098.40
    MILWAUKIE        OR   97222          1            06/29/01         23
    0412791964                           05           09/01/01          0
    0412791964                           O            08/01/31
    0


    5087472          E22/G01             F          298,700.00         ZZ
                                         360        298,700.00          1
                                       9.375          2,484.44         95
                                       9.125          2,484.44
    WESTMINISTER     CO   80021          1            07/06/01         23
    0412794315                           03           09/01/01          0
    0412794315                           N            08/01/31
    0


    5087474          E22/G01             F           92,700.00         ZZ
                                         360         92,700.00          1
1


                                      10.250            830.69        103
                                      10.000            830.69
    WARREN           MI   48091          1            07/06/01         23
    0412795346                           05           09/01/01          0
    0412795346                           O            08/01/31
    0


    5087475          E22/G01             F          116,200.00         ZZ
                                         360        116,141.32          1
                                       9.375            966.49        103
                                       9.125            966.49
    FAIRFAX          VA   22152          1            07/06/01         23
    0412795551                           01           08/01/01          0
    0412795551                           O            07/01/31
    0


    5087479          E22/G01             F           92,900.00         ZZ
                                         360         92,900.00          2
                                       9.375            772.70        100
                                       9.125            772.70
    DELAWARE         OH   43015          1            07/06/01         23
    0412803892                           05           09/01/01          0
    0412803892                           O            08/01/31
    0


    5087481          E22/G01             F          144,950.00         ZZ
                                         360        144,950.00          1
                                       9.625          1,232.06        100
                                       9.375          1,232.06
    FARMINGTON       MI   48336          1            07/06/01         23
    0412815052                           05           09/01/01          0
    0412815052                           O            08/01/31
    0


    5088102          N67/G01             F          197,250.00         ZZ
                                         360        197,142.26          1
                                       9.000          1,587.12        104
                                       8.750          1,587.12
    LITTLETON        CO   80122          1            06/25/01         23
    0432994861                           09           08/01/01          0
    1380002915                           O            07/01/31
    0


    5088207          U35/G01             F          135,960.00         ZZ
                                         360        135,960.00          1
                                      11.750          1,372.39        103
                                      11.500          1,372.39
    KAUKAUNA         WI   54130          5            07/11/01         23
    0432996510                           05           09/01/01          0
1


    MICKE                                O            08/01/31
    0


    5091339          F34/G01             F           85,000.00         ZZ
                                         360         85,000.00          1
                                       9.250            699.27        107
                                       9.000            699.27
    LEHIGH ACRES     FL   33971          1            07/12/01         23
    0433018975                           05           09/01/01          0
    33107000                             O            08/01/31
    0


    5092068          642/G01             F           42,800.00         ZZ
                                         180         42,685.61          1
                                       8.875            430.93        107
                                       8.625            430.93
    DUNMORE          PA   18512          1            06/28/01         23
    0432991750                           05           08/01/01          0
    06132701                             O            07/01/16
    0


    5093545          E47/G01             F           45,835.00         ZZ
                                         360         45,835.00          1
                                      10.625            423.57        103
                                      10.375            423.57
    GREENVILLE       TX   75401          1            07/12/01         23
    0433038288                           05           09/01/01          0
    4325798426                           O            08/01/31
    0


    5094638          U05/G01             F          128,500.00         ZZ
                                         360        128,500.00          1
                                       9.250          1,057.14        100
                                       9.000          1,057.14
    PHOENIX          AZ   85032          1            07/13/01         23
    0433008273                           05           09/01/01          0
    3150094                              O            08/01/31
    0


    5095895          E87/G01             F          219,000.00         ZZ
                                         360        219,000.00          1
                                       9.125          1,781.86        100
                                       8.875          1,781.86
    SUN VALLEY       CA   91352          1            07/12/01         23
    0433016417                           05           09/01/01          0
    70003616                             O            08/01/31
    0


1


    5096790          Q78/G01             F          286,107.00         ZZ
                                         360        285,958.36          1
                                       9.240          2,351.66        107
                                       8.990          2,351.66
    WESTMINSTER      CO   80021          1            06/27/01         23
    0433020054                           01           08/01/01          0
    686748                               O            07/01/31
    0


    5097211          Q78/G01             F          109,600.00         ZZ
                                         360        109,541.67          1
                                       9.125            891.75        106
                                       8.875            891.75
    LAWRENCEVILLE    GA   30044          1            06/28/01         23
    0432991875                           05           08/01/01          0
    689436                               O            07/01/31
    0


    5097228          E22/G01             F          229,120.00         ZZ
                                         360        228,991.55          1
                                       8.875          1,822.98        107
                                       8.625          1,822.98
    WHITTIER         CA   90604          1            06/20/01         23
    0412702243                           05           08/01/01          0
    0412702243                           O            07/01/31
    0


    5097256          E22/G01             F          132,150.00         ZZ
                                         360        132,081.49          1
                                       9.250          1,087.17        100
                                       8.750          1,087.17
    SOUTH LAKE TAHO  CA   96150          1            06/25/01         23
    0412745895                           05           08/01/01          0
    0412745895                           O            07/01/31
    0


    5097298          E22/G01             F           64,400.00         ZZ
                                         360         64,364.82          1
                                       9.000            518.18        100
                                       8.500            518.18
    HOUSTON          TX   77048          1            07/09/01         23
    0412783557                           05           08/01/01          0
    0412783557                           O            07/01/31
    0


    5097299          E22/G01             F          211,400.00         ZZ
                                         360        211,400.00          1
                                      10.375          1,914.03        100
                                      10.125          1,914.03
1


    FARMINGTON HILL  MI   48334          1            07/09/01         23
    0412785115                           05           09/01/01          0
    0412785115                           O            08/01/31
    0


    5097305          E22/G01             F          206,500.00         ZZ
                                         360        206,500.00          1
                                       9.250          1,698.82        100
                                       9.000          1,698.82
    SKOKIE           IL   60077          1            07/02/01         23
    0412788630                           05           09/01/01          0
    0412788630                           O            08/01/31
    0


    5097307          E22/G01             F          148,400.00         T
                                         360        148,400.00          1
                                       9.250          1,220.85        103
                                       9.000          1,220.85
    ORANGE PARK      FL   32073          1            07/05/01         23
    0412789604                           05           09/01/01          0
    0412789604                           O            08/01/31
    0


    5097316          E22/G01             F          185,000.00         ZZ
                                         360        185,000.00          1
                                       9.625          1,572.48        100
                                       9.125          1,572.48
    ARLINGTON        TX   76013          1            07/05/01         23
    0412800112                           05           09/01/01          0
    0412800112                           O            08/01/31
    0


    5097320          E22/G01             F           83,655.00         ZZ
                                         360         83,655.00          1
                                       9.875            726.42         99
                                       9.625            726.42
    MOBILE           AL   36619          1            07/09/01         23
    0412815631                           05           09/01/01          0
    0412815631                           O            08/01/31
    0


    5097630          R49/G01             F          274,900.00         ZZ
                                         360        274,470.27          1
                                       9.250          2,261.53        100
                                       9.000          2,261.53
    HENDERSON        NV   89012          1            04/20/01         23
    0433016946                           03           06/01/01          0
    9708535                              O            05/01/31
    0
1




    5097833          N67/G01             F           88,500.00         ZZ
                                         360         88,455.31          1
                                       9.375            736.10        100
                                       9.125            736.10
    CROSBY           TX   77532          1            06/28/01         23
    0433007903                           03           08/01/01          0
    1160004416                           O            07/01/31
    0


    5098039          N67/G01             F          163,000.00         ZZ
                                         180        162,901.25          1
                                       8.500          1,253.33        107
                                       8.250          1,253.33
    WHARTON          NJ   07885          5            06/22/01         23
    0433001047                           05           08/01/01          0
    1380002918                           O            07/01/16
    0


    5098419          N67/G01             F          172,000.00         ZZ
                                         360        171,913.14          1
                                       9.375          1,430.61        100
                                       9.125          1,430.61
    OAK LAWN         IL   60453          1            06/28/01         23
    0432996403                           05           08/01/01          0
    3250005722                           O            07/01/31
    0


    5098834          K15/G01             F           85,800.00         ZZ
                                         360         85,800.00          1
                                      12.750            932.38         96
                                      12.500            932.38
    PATTERSON        CA   95363          5            07/12/01         23
    0433005683                           05           09/01/01          0
    026605302737                         O            08/01/31
    0


    5099392          N67/G01             F          281,500.00         ZZ
                                         360        281,354.07          1
                                       9.250          2,315.83        100
                                       9.000          2,315.83
    ANAHEIM          CA   92806          1            06/27/01         23
    0433000999                           05           08/01/01          0
    1380002991                           O            07/01/31
    0


    5099564          642/G01             F          149,800.00         ZZ
                                         360        149,730.12          1
1


                                       9.750          1,287.01        107
                                       9.500          1,287.01
    STONINGTON       CT   06378          5            06/28/01         23
    0432999803                           05           08/01/01          0
    06122301                             O            07/01/31
    0


    5103069          E86/G01             F          399,900.00         ZZ
                                         360        399,692.68          1
                                       9.250          3,289.88        100
                                       9.000          3,289.88
    RANCHO CUCAMONG  CA   91701          1            06/12/01         23
    0432992618                           05           08/01/01          0
    316691                               O            07/01/31
    0


    5105131          E22/G01             F          124,987.00         ZZ
                                         360        124,987.00          1
                                       8.250            938.99        100
                                       7.750            938.99
    CHENEY           WA   99004          1            07/05/01         23
    0412732612                           03           09/01/01          0
    0412732612                           O            08/01/31
    0


    5105134          E22/G01             F          226,600.00         ZZ
                                         360        226,600.00          1
                                       9.375          1,884.74        103
                                       9.125          1,884.74
    DENVER           CO   80221          1            07/09/01         23
    0412739468                           05           09/01/01          0
    0412739468                           O            08/01/31
    0


    5105144          E22/G01             F          228,270.00         ZZ
                                         360        228,270.00          1
                                       9.250          1,877.92        100
                                       9.000          1,877.92
    SOUTH LAKE TAHO  CA   96150          1            07/06/01         23
    0412754277                           05           09/01/01          0
    0412754277                           O            08/01/31
    0


    5105162          E22/G01             F           53,500.00         ZZ
                                         360         53,500.00          1
                                       9.250            440.13        107
                                       9.000            440.13
    METAIRIE         LA   70003          1            07/10/01         23
    0412775652                           05           09/01/01          0
1


    0412775652                           O            08/01/31
    0


    5105177          E22/G01             F           83,950.00         ZZ
                                         360         83,950.00          1
                                      11.000            799.48        100
                                      10.500            799.48
    FORT WORTH       TX   76133          1            07/10/01         23
    0412787988                           05           09/01/01          0
    0412787988                           O            08/01/31
    0


    5105178          E22/G01             F          189,710.00         ZZ
                                         360        189,710.00          1
                                      11.750          1,914.95        100
                                      11.250          1,914.95
    PEARLAND         TX   77581          1            07/10/01         23
    0412788150                           03           09/01/01          0
    0412788150                           O            08/01/31
    0


    5105188          E22/G01             F          247,000.00         ZZ
                                         360        247,000.00          1
                                       9.625          2,099.47        100
                                       9.125          2,099.47
    BURLESON         TX   76028          1            07/10/01         23
    0412801029                           05           09/01/01          0
    0412801029                           O            08/01/31
    0


    5105194          E22/G01             F          257,000.00         ZZ
                                         360        257,000.00          1
                                       9.375          2,137.60        100
                                       9.125          2,137.60
    PLYMOUTH         MI   48170          1            07/10/01         23
    0412817330                           05           09/01/01          0
    0412817330                           O            08/01/31
    0


    5105422          S02/G01             F          119,000.00         ZZ
                                         360        118,929.74          1
                                       8.625            925.57        100
                                       8.375            925.57
    LAKE FOREST      CA   92630          1            06/28/01         23
    0433014933                           01           08/01/01          0
    01105110                             O            07/01/31
    0


1


    5105798          G75/G01             F          135,850.00         ZZ
                                         360        135,767.70          1
                                       8.500          1,044.57        107
                                       8.250          1,044.57
    BALTIMORE        MD   21061          1            06/28/01         23
    0433006962                           05           08/01/01          0
    04378508                             O            07/01/31
    0


    5106825          P87/G01             F           76,659.00         ZZ
                                         180         76,659.00          1
                                       9.500            644.60        101
                                       9.250            644.60
    CORALVILLE       IA   52241          1            07/17/01         23
    0433016748                           01           09/01/01          0
    HE33060                              O            08/01/16
    0


    5107865          A11/G01             F          151,000.00         ZZ
                                         360        150,919.64          1
                                       9.125          1,228.59        105
                                       8.875          1,228.59
    ANTIOCH          CA   94509          1            06/29/01         23
    0432990638                           05           08/01/01          0
    4612555348                           O            07/01/31
    0


    5108876          Q64/G01             F          162,000.00         ZZ
                                         360        161,920.31          1
                                       9.500          1,362.19        100
                                       9.250          1,362.19
    LILBURN          GA   30047          1            06/28/01         23
    0433002888                           05           08/01/01          0
    0102089208                           O            07/01/31
    0


    5109557          Q64/G01             F           79,000.00         ZZ
                                         180         78,960.10          1
                                       9.375            657.09        100
                                       9.125            657.09
    CHICAGO          IL   60643          1            06/29/01         23
    0433001203                           05           08/01/01          0
    0102082104                           O            07/01/16
    0


    5109743          Q64/G01             F           64,790.00         ZZ
                                         360         64,750.75          1
                                       8.500            498.18        105
                                       8.250            498.18
1


    DAYTONA BEACH    FL   32114          1            06/29/01         23
    0433014529                           01           08/01/01          0
    0102131109                           O            07/01/31
    0


    5109885          K15/G01             F           82,200.00         ZZ
                                         360         82,200.00          1
                                      11.750            829.73        103
                                      11.500            829.73
    DAYTON           OH   45403          5            07/13/01         23
    0433003605                           05           09/01/01          0
    002780005302338                      O            08/01/31
    0


    5113350          E22/G01             F          346,400.00         ZZ
                                         360        346,400.00          1
                                       9.000          2,787.21        107
                                       8.750          2,787.21
    VACAVILLE        CA   95688          1            07/02/01         23
    0412692832                           05           09/01/01          0
    0412692832                           O            08/01/31
    0


    5113361          E22/G01             F          390,950.00         ZZ
                                         360        390,950.00          1
                                       8.625          3,040.77        100
                                       8.125          3,040.77
    FREMONT          CA   94538          1            07/05/01         23
    0412714420                           01           09/01/01          0
    0412714420                           O            08/01/31
    0


    5113370          E22/G01             F          188,900.00         ZZ
                                         360        188,900.00          1
                                       8.750          1,486.08        100
                                       8.500          1,486.08
    DENVER           CO   80224          1            07/10/01         23
    0412742033                           05           09/01/01          0
    0412742033                           O            08/01/31
    0


    5113372          E22/G01             F          268,000.00         ZZ
                                         360        268,000.00          1
                                       9.000          2,156.39        100
                                       8.750          2,156.39
    VISTA            CA   92083          1            07/05/01         23
    0412744112                           05           09/01/01          0
    0412744112                           O            08/01/31
    0
1




    5113375          E22/G01             F          202,000.00         ZZ
                                         360        202,000.00          1
                                       9.125          1,643.54        100
                                       8.875          1,643.54
    SAN DIEGO        CA   92115          1            07/03/01         23
    0412751943                           01           09/01/01          0
    0412751943                           O            08/01/31
    0


    5113413          E22/G01             F           68,000.00         ZZ
                                         360         68,000.00          1
                                       9.625            577.99        100
                                       9.125            577.99
    FRIENDSWOOD      TX   77546          1            07/11/01         23
    0412786071                           03           09/01/01          0
    0412786071                           O            08/01/31
    0


    5113415          E22/G01             F           73,830.00         ZZ
                                         360         73,790.71          1
                                       9.125            600.71        107
                                       8.625            600.71
    LAWRENCEBURG     TN   38464          1            07/03/01         23
    0412787483                           05           08/01/01          0
    0412787483                           O            07/01/31
    0


    5113419          E22/G01             F           98,000.00         ZZ
                                         360         98,000.00          1
                                       8.875            779.73        106
                                       8.375            779.73
    TAMPA            FL   33629          1            07/11/01         23
    0412794406                           05           09/01/01          0
    0412794406                           O            08/01/31
    0


    5113429          E22/G01             F           82,400.00         ZZ
                                         360         82,400.00          1
                                       9.875            715.52        103
                                       9.625            715.52
    LIVINGSTON       LA   70754          1            07/10/01         23
    0412814675                           05           09/01/01          0
    0412814675                           O            08/01/31
    0


    5113870          L16/G01             F          106,000.00         ZZ
                                         360        106,000.00          1
1


                                       9.875            920.45        100
                                       9.625            920.45
    MIDVALE          UT   84047          1            07/06/01         23
    0433000759                           01           09/01/01          0
    W0106177                             O            08/01/31
    0


    5114809          P29/G01             F           44,940.00         ZZ
                                         180         44,940.00          1
                                       9.375            373.79        107
                                       9.125            373.79
    ELDORA           IA   50627          1            07/20/01         23
    0433017027                           05           09/01/01          0
    5114809                              O            08/01/16
    0


    5115922          Q01/G01             F          272,950.00         ZZ
                                         360        272,800.60          1
                                       8.990          2,194.25        103
                                       8.740          2,194.25
    MACOMB TOWNSHIP  MI   48042          1            07/03/01         23
    0433007887                           05           08/01/01          0
    47596                                O            07/01/31
    0


    5117925          642/G01             F          247,200.00         ZZ
                                         360        247,200.00          1
                                       8.500          1,900.75        103
                                       8.250          1,900.75
    PEARL CITY       HI   96782          1            07/05/01         23
    0432992113                           05           09/01/01          0
    06107801                             O            08/01/31
    0


    5118745          642/G01             F           90,950.00         ZZ
                                         360         90,950.00          1
                                       9.250            748.22        107
                                       9.000            748.22
    MARLOW           OK   73055          1            07/09/01         23
    0432992386                           05           09/01/01          0
    06159701                             O            08/01/31
    0


    5119147          K15/G01             F          154,500.00         ZZ
                                         360        154,500.00          1
                                       9.750          1,327.39        103
                                       9.500          1,327.39
    ROCKFORD         MN   55373          1            07/19/01         23
    0433006186                           05           09/01/01          0
1


    1                                    O            08/01/31
    0


    5119264          U35/G01             F           87,550.00         ZZ
                                         360         87,550.00          1
                                      12.750            951.40        103
                                      12.500            951.40
    OSHKOSH          WI   54902          1            07/20/01         23
    0433012606                           05           09/01/01          0
    STOWE                                O            08/01/31
    0


    5122086          E22/G01             F           70,555.00         ZZ
                                         360         70,555.00          1
                                      11.750            712.19        103
                                      11.250            712.19
    BROOKLYN         IN   46111          1            07/12/01         23
    0412587735                           05           09/01/01          0
    0412587735                           O            08/01/31
    0


    5122090          E22/G01             F           84,850.00         ZZ
                                         360         84,850.00          1
                                      10.250            760.34        100
                                      10.000            760.34
    ROME             GA   30173          1            07/12/01         23
    0412734238                           05           09/01/01          0
    0412734238                           O            08/01/31
    0


    5122095          E22/G01             F          124,950.00         ZZ
                                         360        124,950.00          1
                                      10.375          1,131.31        100
                                      10.125          1,131.31
    KENNER           LA   70065          1            07/12/01         23
    0412749285                           05           09/01/01          0
    0412749285                           O            08/01/31
    0


    5122119          E22/G01             F           65,400.00         ZZ
                                         360         65,400.00          1
                                      10.000            573.93        103
                                       9.750            573.93
    RUSSIAVILLE      IN   46979          1            07/12/01         23
    0412803520                           05           09/01/01          0
    0412803520                           O            08/01/31
    0


1


    5122120          E22/G01             F          132,000.00         ZZ
                                         360        132,000.00          1
                                       8.750          1,038.44        107
                                       8.250          1,038.44
    RICHMOND         TX   77469          1            07/12/01         23
    0412805343                           03           09/01/01          0
    0412805343                           O            08/01/31
    0


    5122121          E22/G01             F          127,000.00         ZZ
                                         360        127,000.00          1
                                       9.375          1,056.32        100
                                       8.875          1,056.32
    SUNRISE          FL   33322          1            07/12/01         23
    0412806861                           05           09/01/01          0
    0412806861                           O            08/01/31
    0


    5122126          E22/G01             F          275,000.00         ZZ
                                         360        275,000.00          1
                                       9.250          2,262.36        100
                                       9.000          2,262.36
    HAYWARD          CA   94544          1            07/06/01         23
    0412810889                           05           09/01/01          0
    0412810889                           O            08/01/31
    0


    5122198          E82/G01             F           81,850.00         ZZ
                                         360         81,850.00          1
                                       9.750            703.22        102
                                       9.500            703.22
    KANSAS CITY      MO   64119          1            07/13/01         23
    0400452512                           05           09/01/01          0
    0400452512                           O            08/01/31
    0


    5122542          Q64/G01             F          127,900.00         ZZ
                                         360        127,835.41          1
                                       9.375          1,063.81        100
                                       9.125          1,063.81
    STOCKBRIDGE      GA   30281          1            07/02/01         23
    0433009891                           03           08/01/01          0
    0102133501                           O            07/01/31
    0


    5122607          Q64/G01             F          256,690.00         ZZ
                                         360        256,553.39          1
                                       9.125          2,088.52        107
                                       8.875          2,088.52
1


    GREENWOOD        IN   46143          1            06/29/01         23
    0433015989                           05           08/01/01          0
    0102022308                           O            07/01/31
    0


    5125629          Q01/G01             F           92,700.00         ZZ
                                         360         92,700.00          1
                                      10.375            839.31        103
                                      10.125            839.31
    TOLEDO           OH   43611          1            07/17/01         23
    0433032679                           05           09/01/01          0
    682634                               O            08/01/31
    0


    5127078          T24/G01             F          100,200.00         ZZ
                                         360        100,143.82          1
                                       8.875            797.24        106
                                       8.625            797.24
    BEL AIR          MD   21014          1            06/15/01         23
    0432996643                           09           08/01/01          0
    713                                  O            07/01/31
    0


    5128043          642/G01             F          158,350.00         ZZ
                                         360        158,350.00          1
                                       8.875          1,259.90        107
                                       8.625          1,259.90
    SUITLAND         MD   20746          5            07/09/01         23
    0433006921                           05           09/01/01          0
    060148801                            O            08/01/31
    0


    5132585          E82/G01             F          185,250.00         ZZ
                                         360        185,250.00          1
                                       9.125          1,507.26         95
                                       8.875          1,507.26
    NEW HOPE         MN   55427          1            07/13/01         23
    0400441192                           05           09/01/01          0
    0400441192                           O            08/01/31
    0


    5132764          E22/G01             F          108,000.00         ZZ
                                         360        108,000.00          1
                                       9.250            888.49        100
                                       9.000            888.49
    SACRAMENTO       CA   95818          1            07/05/01         23
    0412748469                           05           09/01/01          0
    0412748469                           O            08/01/31
    0
1




    5132778          E22/G01             F          124,700.00         ZZ
                                         360        124,700.00          1
                                       9.500          1,048.55        100
                                       9.250          1,048.55
    GARDNER          KS   66030          1            07/13/01         23
    0412765471                           05           09/01/01          0
    0412765471                           O            08/01/31
    0


    5132794          E22/G01             F          212,900.00         ZZ
                                         360        212,900.00          1
                                       9.125          1,732.22        107
                                       8.875          1,732.22
    PLACERVILLE      CA   95667          1            07/09/01         23
    0412780165                           05           09/01/01          0
    0412780165                           O            08/01/31
    0


    5132816          E22/G01             F           63,850.00         ZZ
                                         360         63,850.00          1
                                      11.750            644.51        103
                                      11.250            644.51
    BARTONVILLE      IL   61607          1            07/13/01         23
    0412793788                           05           09/01/01          0
    0412793788                           O            08/01/31
    0


    5132819          E22/G01             F           87,550.00         ZZ
                                         360         87,550.00          1
                                       9.500            736.17        103
                                       9.000            736.17
    NORTH HIGHLANDS  CA   95660          1            07/05/01         23
    0412795171                           05           09/01/01          0
    0412795171                           O            08/01/31
    0


    5132822          E22/G01             F           27,483.00         ZZ
                                         360         27,483.00          1
                                       9.250            226.10         95
                                       9.000            226.10
    EIGHT MILE       AL   36613          1            07/16/01         23
    0412800187                           05           09/01/01          0
    0412800187                           N            08/01/31
    0


    5132825          E22/G01             F          249,727.00         ZZ
                                         360        249,727.00          1
1


                                       9.000          2,009.36         99
                                       8.750          2,009.36
    FREDERICK        CO   80504          1            07/13/01         23
    0412804890                           05           09/01/01          0
    0412804890                           O            08/01/31
    0


    5132826          E22/G01             F          193,100.00         ZZ
                                         360        193,100.00          1
                                       9.000          1,553.73        103
                                       8.750          1,553.73
    NASHVILLE        TN   37204          1            07/13/01         23
    0412805533                           05           09/01/01          0
    0412805533                           O            08/01/31
    0


    5132831          E22/G01             F          151,900.00         ZZ
                                         360        151,900.00          1
                                      10.250          1,361.18        100
                                       9.750          1,361.18
    HOBE SOUND       FL   33455          1            07/13/01         23
    0412810442                           03           09/01/01          0
    0412810442                           O            08/01/31
    0


    5132839          E22/G01             F          163,910.00         ZZ
                                         360        163,910.00          1
                                       8.750          1,289.48        103
                                       8.500          1,289.48
    FT COLLINS       CO   80524          1            07/13/01         23
    0412818338                           03           09/01/01          0
    0412818338                           O            08/01/31
    0


    5132840          E22/G01             F          158,517.00         ZZ
                                         360        158,517.00          1
                                       9.750          1,361.91        103
                                       9.500          1,361.91
    WELLINGTON       FL   33414          1            07/13/01         23
    0412819526                           03           09/01/01          0
    0412819526                           O            08/01/31
    0


    5132842          E22/G01             F           77,900.00         ZZ
                                         360         77,900.00          1
                                       9.500            655.03         95
                                       9.000            655.03
    DALLAS           TX   75228          1            07/13/01         23
    0412820888                           05           09/01/01          0
1


    0412820888                           O            08/01/31
    0


    5132846          E22/G01             F           79,200.00         ZZ
                                         360         79,200.00          1
                                       8.875            630.15        103
                                       8.625            630.15
    FLORENCE         AL   35630          1            07/13/01         23
    0412824823                           05           09/01/01          0
    0412824823                           O            08/01/31
    0


    5132847          E22/G01             F          153,450.00         ZZ
                                         360        153,450.00          1
                                       9.250          1,262.40        103
                                       9.000          1,262.40
    AURORA           CO   80015          1            07/13/01         23
    0412825952                           09           09/01/01          0
    0412825952                           O            08/01/31
    0


    5133006          737/G01             F          149,900.00         ZZ
                                         360        149,900.00          1
                                       9.625          1,274.13        100
                                       9.375          1,274.13
    PHOENIX          AZ   85032          1            07/02/01         23
    0432995009                           05           09/01/01          0
    2029618                              O            08/01/31
    0


    5134209          Q78/G01             F          150,000.00         ZZ
                                         180        150,000.00          1
                                       9.240          1,232.93        107
                                       8.990          1,232.93
    LOGAN            UT   84321          5            07/05/01         23
    0433001161                           05           09/01/01          0
    688208                               O            08/01/16
    0


    5134499          Q78/G01             F           97,000.00         ZZ
                                         360         96,948.37          2
                                       9.125            789.23        106
                                       8.875            789.23
    KANSAS CITY      KS   66103          1            06/11/01         23
    0433003829                           05           08/01/01          0
    686414                               O            07/01/31
    0


1


    5134979          Q78/G01             F           74,900.00         ZZ
                                         360         74,900.00          1
                                       9.625            636.65        107
                                       9.375            636.65
    OSHKOSH          WI   54902          1            07/03/01         23
    0433004165                           05           09/01/01          0
    685435                               O            08/01/31
    0


    5135165          Q78/G01             F          169,950.00         ZZ
                                         360        169,950.00          1
                                      10.375          1,538.74        103
                                      10.125          1,538.74
    DOUGLASVILLE     GA   30135          5            07/02/01         23
    0433003670                           03           09/01/01          0
    687705                               O            08/01/31
    0


    5136273          624/G01             F          149,201.00         ZZ
                                         360        149,201.00          1
                                       9.000          1,200.50        103
                                       8.750          1,200.50
    LEMOORE          CA   93245          1            07/19/01         23
    0433007077                           05           09/01/01          0
    36500313493F                         O            08/01/31
    0


    5138397          E86/G01             F          147,340.00         ZZ
                                         360        147,340.00          1
                                       9.125          1,198.81        106
                                       8.875          1,198.81
    MUNDELEIN        IL   60060          1            07/20/01         23
    0433013901                           05           09/01/01          0
    0000122251                           O            08/01/31
    0


    5138406          642/G01             F          221,450.00         ZZ
                                         360        221,450.00          1
                                      10.500          2,025.69        103
                                      10.250          2,025.69
    NORTH HILLS      CA   91343          1            07/11/01         23
    0433008844                           01           09/01/01          0
    05005901                             O            08/01/31
    0


    5141496          E22/G01             F          250,000.00         ZZ
                                         360        250,000.00          2
                                       9.375          2,079.37        100
                                       9.125          2,079.37
1


    BELLEVILLE       NJ   07109          1            07/16/01         23
    0412648909                           05           09/01/01          0
    0412648909                           O            08/01/31
    0


    5141497          E22/G01             F           78,450.00         ZZ
                                         360         78,450.00          1
                                      10.000            688.45        100
                                       9.500            688.45
    COVINGTON        KY   41015          1            07/16/01         23
    0412653503                           05           09/01/01          0
    0412653503                           O            08/01/31
    0


    5141527          E22/G01             F          117,400.00         ZZ
                                         360        117,400.00          1
                                       9.750          1,008.65        103
                                       9.250          1,008.65
    BILLINGS         MT   59101          2            07/10/01         23
    0412753816                           05           09/01/01          0
    0412753816                           O            08/01/31
    0


    5141563          E22/G01             F          159,850.00         ZZ
                                         360        159,850.00          1
                                       8.875          1,271.84        100
                                       8.375          1,271.84
    KENNEWICK        WA   99337          1            07/03/01         23
    0412783847                           05           09/01/01          0
    0412783847                           O            08/01/31
    0


    5141570          E22/G01             F          242,000.00         ZZ
                                         360        242,000.00          1
                                       9.250          1,990.87        100
                                       9.000          1,990.87
    ROSEVILLE        CA   95678          1            07/11/01         23
    0412788440                           05           09/01/01          0
    0412788440                           O            08/01/31
    0


    5141577          E22/G01             F          107,910.00         ZZ
                                         360        107,910.00          1
                                       9.375            897.54         99
                                       8.875            897.54
    BOCA RATON       FL   33428          1            07/16/01         23
    0412791998                           09           09/01/01          0
    0412791998                           O            08/01/31
    0
1




    5141586          E22/G01             F           89,000.00         ZZ
                                         360         89,000.00          1
                                       9.375            740.26        100
                                       9.125            740.26
    SYLACAUGA        AL   35150          9            07/10/01         23
    0412800195                           05           09/01/01          0
    0412800195                           O            08/01/31
    0


    5141613          E22/G01             F           69,000.00         ZZ
                                         360         69,000.00          1
                                       8.125            512.32        100
                                       7.875            512.32
    ORANGE BEACH     AL   36561          1            07/16/01         23
    0412823247                           05           09/01/01          0
    0412823247                           O            08/01/31
    0


    5143940          964/G01             F          224,977.00         ZZ
                                         360        224,977.00          2
                                       8.750          1,769.90        100
                                       8.500          1,769.90
    SILVERTHORNE     CO   80498          1            07/24/01         23
    0433016128                           05           09/01/01          0
    134789                               O            08/01/31
    0


    5147243          642/G01             F          163,710.00         ZZ
                                         360        163,710.00          1
                                      10.500          1,497.52        107
                                      10.250          1,497.52
    LIVONIA          MI   48150          1            07/06/01         23
    0433000189                           05           09/01/01          0
    06161701                             O            08/01/31
    0


    5149482          964/G01             F          137,300.00         ZZ
                                         360        137,300.00          1
                                       8.500          1,055.72         95
                                       8.250          1,055.72
    LAS VEGAS        NV   89134          1            07/20/01         23
    0433034386                           03           09/01/01          0
    135986                               N            08/01/31
    0


    5149945          E22/G01             F           80,750.00         ZZ
                                         360         80,750.00          1
1


                                       8.500            620.90         95
                                       8.250            620.90
    DECATUR          GA   30033          1            07/17/01         23
    0412733800                           05           09/01/01          0
    0412733800                           N            08/01/31
    0


    5149946          E22/G01             F          126,200.00         T
                                         360        126,200.00          1
                                       9.750          1,084.25        100
                                       9.250          1,084.25
    EAGLE POINT      OR   97524          1            07/06/01         23
    0412736068                           05           09/01/01          0
    0412736068                           O            08/01/31
    0


    5149965          E22/G01             F          269,200.00         ZZ
                                         360        269,036.91          1
                                       8.500          2,069.92         95
                                       8.000          2,069.92
    RIO VISTA        CA   94571          1            06/28/01         23
    0412768954                           03           08/01/01          0
    0412768954                           N            07/01/31
    0


    5149966          E22/G01             F           95,300.00         ZZ
                                         360         95,300.00          1
                                       9.500            801.33        103
                                       9.000            801.33
    MEMPHIS          TN   38134          1            07/17/01         23
    0412770422                           05           09/01/01          0
    0412770422                           O            08/01/31
    0


    5150018          E22/G01             F          195,000.00         ZZ
                                         360        195,000.00          1
                                      12.500          2,081.15        100
                                      12.000          2,081.15
    CHARLOTTE        NC   28213          1            07/17/01         23
    0412810939                           03           09/01/01          0
    0412810939                           O            08/01/31
    0


    5150019          E22/G01             F          209,200.00         ZZ
                                         360        209,200.00          1
                                       9.250          1,721.04        107
                                       9.000          1,721.04
    WEST SACRAMENTO  CA   95691          1            07/11/01         23
    0412811432                           05           09/01/01          0
1


    0412811432                           O            08/01/31
    0


    5150027          E22/G01             F          119,450.00         ZZ
                                         360        119,450.00          1
                                       9.000            961.12        103
                                       8.750            961.12
    PLAINS           PA   18705          1            07/17/01         23
    0412821761                           09           09/01/01          0
    0412821761                           O            08/01/31
    0


    5150031          E22/G01             F           74,950.00         ZZ
                                         360         74,950.00          2
                                       9.375            623.40        100
                                       9.125            623.40
    DAYTON           OH   45405          1            07/17/01         23
    0412826216                           05           09/01/01          0
    0412826216                           O            08/01/31
    0


    5150039          E22/G01             F          154,500.00         ZZ
                                         360        154,500.00          1
                                       9.375          1,285.05        103
                                       9.125          1,285.05
    ROYAL OAK        MI   48073          1            07/17/01         23
    0412836009                           05           09/01/01          0
    0412836009                           O            08/01/31
    0


    5151303          K15/G01             F          112,600.00         ZZ
                                         360        112,600.00          1
                                      12.500          1,201.73        103
                                      12.250          1,201.73
    LAFAYETTE        GA   30728          5            07/24/01         23
    0433018892                           05           09/01/01          0
    14505302212                          O            08/01/31
    0


    5153210          E47/G01             F          128,400.00         ZZ
                                         360        128,338.48          1
                                       9.625          1,091.39        107
                                       9.375          1,091.39
    OREM             UT   84057          2            06/22/01         23
    0433038148                           05           08/01/01          0
    4324049426                           O            07/01/31
    0


1


    5157871          N46/G01             F          278,500.00         ZZ
                                         360        278,500.00          1
                                       9.250          2,291.15        100
                                       9.000          2,291.15
    SUMMERFIELD      NC   27358          1            07/11/01         23
    0433016482                           05           09/01/01          0
    103086                               O            08/01/31
    0


    5158274          N67/G01             F           32,200.00         ZZ
                                         360         32,200.00          1
                                       8.750            253.32         95
                                       8.500            253.32
    FORT WORTH       TX   76105          1            07/06/01         23
    0433019486                           05           09/01/01          0
    1160004680                           N            08/01/31
    0


    5159155          147/G01             F          101,543.00         ZZ
                                         360        101,422.65          1
                                       8.625            789.80        107
                                       8.375            789.80
    REDFORD          MI   48239          1            05/31/01         23
    0433022894                           05           07/01/01          0
    10422281                             O            06/01/31
    0


    5159167          B28/G01             F          196,000.00         ZZ
                                         360        196,000.00          1
                                       9.375          1,630.23        100
                                       9.125          1,630.23
    DENVER           CO   80222          1            07/24/01         23
    0433025350                           05           09/01/01          0
    0107050003                           O            08/01/31
    0


    5163738          U35/G01             F           83,430.00         ZZ
                                         360         83,430.00          1
                                       9.375            693.93        103
                                       9.125            693.93
    TOMAH            WI   54660          1            07/25/01         23
    0433014966                           05           09/01/01          0
    TESSMAN                              O            08/01/31
    0


    5163780          G75/G01             F          288,900.00         ZZ
                                         360        288,900.00          1
                                       8.750          2,272.78        107
                                       8.500          2,272.78
1


    WOODBRIDGE       VA   22193          1            07/13/01         23
    0432998961                           03           09/01/01          0
    1                                    O            08/01/31
    0


    5164051          W39/G01             F           91,150.00         ZZ
                                         360         91,094.79          1
                                       8.500            700.86        103
                                       8.250            700.86
    BATON ROUGE      LA   70819          2            06/25/01         23
    0433035516                           05           08/01/01          0
    991157                               O            07/01/31
    0


    5166290          E22/G01             F           82,500.00         ZZ
                                         360         82,500.00          1
                                       9.250            678.71        100
                                       9.000            678.71
    MADISON          CT   06443          1            07/18/01         23
    0412757551                           01           09/01/01          0
    0412757551                           O            08/01/31
    0


    5166301          E22/G01             F          321,000.00         ZZ
                                         360        321,000.00          1
                                       8.750          2,525.31        107
                                       8.500          2,525.31
    SAN LORENZO      CA   94580          1            07/11/01         23
    0412774796                           05           09/01/01          0
    0412774796                           O            08/01/31
    0


    5166322          E22/G01             F           84,530.00         ZZ
                                         360         84,530.00          1
                                       9.250            695.41        107
                                       9.000            695.41
    OAK LAWN         IL   60453          1            07/18/01         23
    0412790693                           01           09/01/01          0
    0412790693                           O            08/01/31
    0


    5166342          E22/G01             F           99,900.00         ZZ
                                         360         99,900.00          2
                                       8.500            768.14        100
                                       8.000            768.14
    YAKIMA           WA   98902          1            07/12/01         23
    0412807117                           05           09/01/01          0
    0412807117                           O            08/01/31
    0
1




    5166365          E22/G01             F          100,000.00         ZZ
                                         360        100,000.00          1
                                       8.750            786.70        100
                                       8.250            786.70
    EDGEWATER        FL   32141          1            07/18/01         23
    0412834996                           05           09/01/01          0
    0412834996                           O            08/01/31
    0


    5166500          E22/G01             F           92,700.00         ZZ
                                         360         92,700.00          1
                                       9.875            804.96        103
                                       9.625            804.96
    WATERFORD        MI   48329          1            07/19/01         23
    0412782518                           05           09/01/01          0
    0412782518                           O            08/01/31
    0


    5166530          E22/G01             F          319,300.00         ZZ
                                         360        319,300.00          1
                                       9.125          2,597.93        103
                                       8.875          2,597.93
    ELK GROVE        CA   95758          1            07/16/01         23
    0412826208                           05           09/01/01          0
    0412826208                           O            08/01/31
    0


    5166606          E82/G01             F          231,750.00         ZZ
                                         360        231,750.00          1
                                       9.125          1,885.59        102
                                       8.875          1,885.59
    SIMPSONVILLE     SC   29680          1            07/20/01         23
    0400465423                           05           09/01/01          0
    0400465423                           O            08/01/31
    0


    5166924          642/G01             F          240,400.00         ZZ
                                         360        240,400.00          1
                                       9.125          1,955.97        107
                                       8.875          1,955.97
    RANCHO CUCAMONG  CA   91701          1            07/07/01         23
    0433011145                           05           09/01/01          0
    06141801                             O            08/01/31
    0


    5166934          642/G01             F          350,000.00         ZZ
                                         360        350,000.00          1
1


                                       9.375          2,911.12        103
                                       9.125          2,911.12
    JONESBORO        GA   30238          1            07/17/01         23
    0433011152                           05           09/01/01          0
    06129601                             O            08/01/31
    0


    5170572          Q78/G01             F           63,860.00         ZZ
                                         180         63,860.00          1
                                      10.500            584.16        100
                                      10.250            584.16
    DIXON            MO   65459          5            07/09/01         23
    0433014321                           05           09/01/01          0
    687459                               O            08/01/16
    0


    5171061          964/G01             F          150,000.00         ZZ
                                         360        150,000.00          1
                                       9.000          1,206.93        100
                                       8.750          1,206.93
    SCOTTSDALE       AZ   85250          1            07/24/01         23
    0433035904                           05           09/01/01          0
    135143                               O            08/01/31
    0


    5172846          642/G01             F           94,928.00         T
                                         360         94,928.00          1
                                       9.125            772.37        105
                                       8.875            772.37
    SOUTH EUCLID     OH   44121          1            07/19/01         23
    0433008265                           05           09/01/01          0
    05042301                             O            08/01/31
    0


    5173113          Q78/G01             F          289,000.00         ZZ
                                         360        289,000.00          1
                                       8.990          2,323.29         97
                                       8.740          2,323.29
    BELTSVILLE       MD   20705          5            07/10/01         23
    0433020138                           03           09/01/01          0
    687970                               O            08/01/31
    0


    5176177          E22/G01             F           59,200.00         ZZ
                                         360         59,200.00          1
                                      11.625            591.91        103
                                      11.125            591.91
    JOLIET           IL   60433          1            07/20/01         23
    0412734170                           05           09/01/01          0
1


    0412734170                           O            08/01/31
    0


    5176188          E22/G01             F          170,000.00         ZZ
                                         360        170,000.00          2
                                       9.000          1,367.86        107
                                       8.750          1,367.86
    FITCHBURG        MA   01420          1            07/20/01         23
    0412760472                           05           09/01/01          0
    0412760472                           O            08/01/31
    0


    5176214          E22/G01             F          186,100.00         ZZ
                                         360        186,100.00          1
                                       9.500          1,564.83         99
                                       9.250          1,564.83
    WHITE LAKE       MI   48386          1            07/20/01         23
    0412790446                           05           09/01/01          0
    0412790446                           O            08/01/31
    0


    5176218          E22/G01             F          121,000.00         ZZ
                                         360        121,000.00          1
                                       9.375          1,006.42        107
                                       9.125          1,006.42
    LINDENWOLD       NJ   08021          5            07/16/01         23
    0412793531                           05           09/01/01          0
    0412793531                           O            08/01/31
    0


    5176223          E22/G01             F           86,000.00         ZZ
                                         360         86,000.00          1
                                       8.875            684.25        102
                                       8.625            684.25
    WEST JEFFERSON   OH   43162          9            07/16/01         23
    0412798449                           05           09/01/01          0
    0412798449                           O            08/01/31
    0


    5176234          E22/G01             F          120,900.00         ZZ
                                         360        120,900.00          1
                                       9.500          1,016.59        100
                                       9.250          1,016.59
    NILES            MI   49120          1            07/23/01         23
    0412808776                           05           09/01/01          0
    0412808776                           O            08/01/31
    0


1


    5176253          E22/G01             F          105,100.00         ZZ
                                         360        105,100.00          1
                                       8.750            826.82        104
                                       8.500            826.82
    LEES SUMMIT      MO   64063          1            07/20/01         23
    0412820599                           05           09/01/01          0
    0412820599                           O            08/01/31
    0


    5176256          E22/G01             F          264,300.00         ZZ
                                         360        264,300.00          1
                                       9.375          2,198.31        100
                                       9.125          2,198.31
    DALLAS           TX   75287          1            07/20/01         23
    0412822116                           03           09/01/01          0
    0412822116                           O            08/01/31
    0


    5176270          E22/G01             F          118,650.00         ZZ
                                         360        118,650.00          1
                                       9.375            986.87         95
                                       9.125            986.87
    BERWYN           IL   60402          1            07/20/01         23
    0412836496                           05           09/01/01          0
    0412836496                           N            08/01/31
    0


    5185009          E22/G01             F           66,933.00         ZZ
                                         360         66,933.00          1
                                       9.250            550.64        100
                                       8.750            550.64
    DELRAY BEACH     FL   33444          1            07/23/01         23
    0412785446                           05           09/01/01          0
    0412785446                           O            08/01/31
    0


    5185516          642/G01             F           90,950.00         ZZ
                                         360         90,950.00          1
                                       9.125            740.00        107
                                       8.875            740.00
    MARLOW           OK   73055          1            07/20/01         23
    0433032281                           05           09/01/01          0
    06177001                             O            08/01/31
    0


    5188109          N67/G01             F          206,000.00         ZZ
                                         360        206,000.00          1
                                       9.250          1,694.71        100
                                       9.000          1,694.71
1


    SPRING VALLEY    CA   91977          1            07/02/01         23
    0433021136                           05           09/01/01          0
    1780007113                           O            08/01/31
    0


    5194314          E22/G01             F          339,190.00         ZZ
                                         360        339,190.00          1
                                       8.500          2,608.08        107
                                       8.000          2,608.08
    UNION CITY       CA   94587          1            07/13/01         23
    0412808362                           09           09/01/01          0
    0412808362                           O            08/01/31
    0


    5195400          N46/G01             F          129,450.00         ZZ
                                         360        129,450.00          1
                                       8.625          1,006.85        107
                                       8.375          1,006.85
    CHARLOTTE        NC   28212          5            07/26/01         23
    0433035797                           05           09/01/01          0
    200783                               O            08/01/31
    0


    5202448          E22/G01             F          315,000.00         ZZ
                                         360        315,000.00          1
                                       8.625          2,450.04        105
                                       8.375          2,450.04
    PLEASANTON       CA   94588          1            07/19/01         23
    0412724569                           09           09/01/01          0
    0412724569                           O            08/01/31
    0


    5202618          U62/G01             F           72,100.00         ZZ
                                         360         72,100.00          1
                                       9.750            619.45        103
                                       9.500            619.45
    SYRACUSE         NY   13209          5            07/13/01         23
    0433011426                           05           09/01/01          0
    2001276822                           O            08/01/31
    0


    5203754          E86/G01             F          172,500.00         ZZ
                                         360        172,413.35          1
                                       9.400          1,437.90        100
                                       9.150          1,437.90
    MAYWOOD          CA   90270          1            06/26/01         23
    0433017860                           05           08/01/01          0
    0000123469                           O            07/01/31
    0
1




    5206077          U35/G01             F          174,000.00         ZZ
                                         360        174,000.00          1
                                       9.375          1,447.24        100
                                       9.125          1,447.24
    APPLETON         WI   54915          1            08/01/01         23
    0433032802                           05           09/01/01          0
    PYNCH                                O            08/01/31
    0


    5209125          Q64/G01             F           97,450.00         ZZ
                                         360         97,450.00          1
                                       9.000            784.11        105
                                       8.750            784.11
    ALEXANDRIA       VA   22309          1            07/20/01         23
    0433036472                           01           09/01/01          0
    0102192200                           O            08/01/31
    0


    5214279          N67/G01             F           81,800.00         ZZ
                                         180         81,755.32          1
                                       9.000            658.18        100
                                       8.750            658.18
    TINLEY PARK      IL   60477          1            06/29/01         23
    0433010899                           01           08/01/01          0
    3250005260                           O            07/01/16
    0


    5220567          P23/G01             F          145,520.00         ZZ
                                         360        145,520.00          1
                                       8.990          1,169.84        107
                                       8.740          1,169.84
    MECHANICSVILLE   VA   23111          1            07/16/01         23
    0433034519                           05           09/01/01          0
    WTL010002180                         O            08/01/31
    0


    5225449          562/G01             F          183,000.00         ZZ
                                         360        183,000.00          1
                                       9.375          1,522.11        100
                                       9.125          1,522.11
    LAKE PEEKSKILL   NY   10537          1            07/16/01         23
    0433017555                           05           09/01/01          0
    297011976                            O            08/01/31
    0


    5228777          E22/G01             F          155,100.00         ZZ
                                         360        155,100.00          1
1


                                       9.375          1,290.04        107
                                       9.125          1,290.04
    REDFIELD         AR   72132          5            07/25/01         23
    0412769952                           05           09/01/01          0
    0412769952                           O            08/01/31
    0


    5238576          286/G01             F          334,750.00         ZZ
                                         360        334,750.00          1
                                       9.000          2,693.48        103
                                       8.750          2,693.48
    HERNDON          VA   20171          1            07/20/01         23
    0433035979                           03           09/01/01          0
    0000335955                           O            08/01/31
    0


    5258230          U62/G01             F          156,000.00         ZZ
                                         360        156,000.00          1
                                       8.625          1,213.35        107
                                       8.375          1,213.35
    LILBURN          GA   30047          5            07/18/01         23
    0433029634                           03           09/01/01          0
    2001268440                           O            08/01/31
    0

   TOTAL NUMBER OF LOANS   :      1,459

   TOTAL ORIGINAL BALANCE  :   215,243,566.00

   TOTAL PRINCIPAL BALANCE :   215,001,205.90

   TOTAL ORIGINAL P+I      :     1,799,062.39

   TOTAL CURRENT P+I       :     1,799,062.39


                             ***************************
                             *      END OF REPORT      *
                             ***************************

<PAGE>



                                    EXHIBIT G

                          FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE:            REQUEST FOR RELEASE OF DOCUMENTS

In connection with the  administration of the pool of Mortgage Loans held by you
for the  referenced  pool,  we request  the  release of the  Mortgage  Loan File
described below. Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one)      Mortgage Loan Prepaid in Full
                                               Mortgage Loan Repurchased
"We hereby certify that such release will not invalidate any insurance  coverage
provided in respect of the Mortgage  Loan  pursuant to the Pooling and Servicing
Agreement."
---------------------------
Residential Funding Corporation
Authorized Signature
******************************************************************************
TO  CUSTODIAN/TRUSTEE:  Please acknowledge this request, and check off documents
being  enclosed  with a copy of this form.  You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
     Enclosed Documents:        [] Promissory Note
                                [] Primary Insurance Policy
                                [] Mortgage or Deed of Trust
                                [] Assignment(s) of Mortgage or
                                       Deed of Trust
                                [] Title Insurance Policy
                                [] Other:
                                             ------------------------
--------------------                                      --------------------
Name                                                      Date
--------------------
Title


                                       G-1

<PAGE>



                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF          )
                  ) :ss.
COUNTY OF         )

               [NAME OF OFFICER], being first duly sworn, deposes and says:

               1. That  he/she is a  Director  of  _________________  (record or
beneficial owner of the Mortgage Asset-Backed Pass-Through Certificates,  Series
2001-RZ3,  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 August  29,
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  "noneconomic   residual  interests"  within  the  meaning  of  Treasury
regulations  promulgated  pursuant  to the Code and  that  the  transferor  of a
noneconomic  residual interest will remain liable for any taxes due with respect
to the income on such residual  interest,  unless no significant  purpose of the
transfer was to impede the assessment or collection of tax.



                                      H-1-1

<PAGE>



               4. That the Owner is aware of the tax imposed on a  "pass-through
entity"  holding Class R Certificates  if at any time during the taxable year of
the pass-through  entity a disqualified  organization is the record holder of an
interest in such entity.  (For this purpose,  a "pass through entity" includes a
regulated  investment  company,  a real estate  investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

               5. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee,  or the transferee's
agent,  delivers  to it an  affidavit  and  agreement,  among other  things,  in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees  that it will not  consummate  any such  transfer if it knows or believes
that any of the  representations  contained in such  affidavit and agreement are
false.

               6. That the Owner has reviewed the  restrictions set forth on the
face of the Class R Certificates  and the  provisions of Section  5.02(g) of the
Pooling and Servicing Agreement under which the Class R Certificates were issued
(in particular,  clause (iii)(A) and (iii)(B) of Section 5.02(g) which authorize
the Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such  Certificates in
violation of Section 5.02(g)).  The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.

               7. That the Owner  consents  to any  additional  restrictions  or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable  arrangement to ensure that the Residual  Certificates will only be
owned,  directly  or  indirectly,  by  an  Owner  that  is  not  a  disqualified
organization.

               8.  The Owner's Taxpayer Identification Number is ______________.

               9.  This  affidavit  and  agreement  relates  only to the Class R
Certificates  held by the  Owner  and not to any  other  holder  of the  Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.

               10. That no purpose of the Owner  relating to the transfer of any
of the Class R Certificates  by the Owner is or will be to impede the assessment
or collection of any tax.

               11. That the Owner has no present  knowledge or expectation  that
it will be unable to pay any  United  States  taxes owed by it so long as any of
the Certificates remain outstanding. In this regard, the Owner hereby represents
to and  for  the  benefit  of the  person  from  whom it  acquired  the  Class R
Certificates  that the Owner intends to pay taxes  associated  with holding such
Class R Certificates as they become due, fully  understanding  that it may incur
tax  liabilities  in  excess  of  any  cash  flows  generated  by  the  Class  R
Certificates.

               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.



                                      H-1-2

<PAGE>



               13. The Owner is a citizen or  resident of the United  States,  a
corporation,  partnership  (including  an entity  treated  as a  corporation  or
partnership  for  federal  income  tax  purposes)  or other  entity  created  or
organized  in,  or  under  the laws  of,  the  United  States  or any  political
subdivision  thereof  (except,  in the  case  of a  partnership,  to the  extent
provided in regulations), provided that with respect to any partnership or other
entity  treated as a partnership  for United States federal income tax purposes,
all persons that own an interest in such partnership  either directly or through
any entity  that is not a  corporation  for  United  States  federal  income tax
purposes are required by the applicable  operative agreement to be United States
Persons,  an estate or trust whose income from sources without the United States
is  includable  in gross income for United  States  federal  income tax purposes
regardless of its connection  with the conduct of a trade or business within the
United  States,  or a trust  other than a "foreign  trust" as defined in Section
7701(a)(31) of the Code;

               14. The Purchaser hereby  certifies,  represents and warrants to,
and covenants with the Depositor,  the Trustee and the Master  Servicer that the
following  statements in (a) or (b) are accurate:  (a) The  Certificates (i) are
not being acquired by, and will not be transferred to, any employee benefit plan
within the meaning of section 3(3) of the Employee  Retirement  Income  Security
Act of 1974, as amended  ("ERISA") or other  retirement  arrangement,  including
individual  retirement  accounts and annuities,  Keogh plans and bank collective
investment  funds and insurance  company  general or separate  accounts in which
such plans,  accounts or arrangements  are invested,  that is subject to Section
406 of ERISA or Section 4975 of the  Internal  Revenue Code of 1986 (the "Code")
(any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets"
of a Plan within the meaning of the Department of Labor ("DOL")  regulation,  29
C.F.R.  ss.  2510.3-101  or  otherwise  under  ERISA,  and  (iii)  will  not  be
transferred  to any entity that is deemed to be investing in plan assets  within
the meaning of the DOL regulation,  29 C.F.R. ss.  2510.3-101 or otherwise under
ERISA; or

               (b) The Owner will provide the  Trustee,  the  Depositor  and the
Master  Servicer  with an  opinion  of  counsel  acceptable  to and in form  and
substance  satisfactory to the Trustee, the Depositor and the Master Servicer to
the effect that the purchase of  Certificates  is permissible  under  applicable
law, will not  constitute  or result in any  non-exempt  prohibited  transaction
under ERISA or Section  4975 of the Code and will not subject the  Trustee,  the
Depositor  or the Master  Servicer to any  obligation  or  liability  (including
obligations or liabilities  under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.

               In addition, the Owner hereby certifies,  represents and warrants
to, and covenants with, the Depositor,  the Trustee and the Master Servicer that
the Owner  will not  transfer  such  Certificates  to any Plan or person  unless
either such Plan or person meets the requirements set forth in either (a) or (b)
above.

               Capitalized  terms  used but not  defined  herein  shall have the
meanings assigned in the Pooling and Servicing Agreement.


                                      H-1-3

<PAGE>



               IN WITNESS  WHEREOF,  the Owner has caused this  instrument to be
executed on its behalf,  pursuant to the authority of its Board of Directors, by
a [Title of Officer] and its corporate seal to be hereunto attached, attested by
a [Assistant] Secretary, this _____ day of _________, 20___.

                                            [NAME OF OWNER]


                                            By:_______________________
                                            Name:       [Name of Officer]
                                            Title:      [Title of Officer]

[Corporate Seal]

ATTEST:



[Assistant] Secretary


               Personally  appeared before me the above-named [Name of Officer],
known  or  proven  to me to be  the  same  person  who  executed  the  foregoing
instrument and to be a [Title of Officer] of the Owner,  and  acknowledged to me
that he/she  executed the same as his/her free act and deed and the free act and
deed of the Owner.

               Subscribed  and sworn  before me this  ______  day of  _________,
20___.



                                  NOTARY PUBLIC

                                            COUNTY  OF  STATE  OF My  Commission
                                            expires    the    _____    day    of
                                            ____________, 20____.




<PAGE>



                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE

                                                 ---------------, -----

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001

               Re:  Mortgage  Asset-Backed  Pass-Through  Certificates,   Series
                    2001-RZ3, 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-RZ3,  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 August
1, 2001,  among  Residential  Asset Mortgage  Products,  Inc., as depositor (the
"Depositor"),  Residential Funding Corporation, as master servicer and The Chase
Manhattan  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  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.


                                      H-2-1

<PAGE>



     4. The Seller has no actual  knowledge that the proposed  Transferee is not
both a United States Person and a Permitted Transferee.

                                            Very truly yours,



                                    (Seller)


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




                                      H-2-2

<PAGE>



                                    EXHIBIT I

                     FORM OF INVESTOR REPRESENTATION LETTER

                                 -------------------, ------


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001

               Re:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series 2001-RZ3, [Class R-I, Class R-II  and Class
                      R-III] [Class B] [Class SB]


Ladies and Gentlemen:

               _________________  (the  "Purchaser")  intends to  purchase  from
______________ (the "Seller") $___________ Initial Certificate Principal Balance
of Mortgage  Asset-Backed Pass- Through  Certificates,  Series 2001-RZ3,  [Class
R-I,  Class R-II and Class  R-III]  [Class B] [Class  SB] (the  "Certificates"),
issued  pursuant  to the Pooling  and  Servicing  Agreement  (the  "Pooling  and
Servicing  Agreement"),  dated as of  August  1, 2001  among  Residential  Asset
Mortgage  Products,  Inc.,  as seller  (the  "Depositor"),  Residential  Funding
Corporation,  as master  servicer and The Chase  Manhattan 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 Act or any applicable state securities laws.



                                       I-1

<PAGE>



                    3.  The  Purchaser  is  (a)  a  substantial,   sophisticated
               [institutional]  investor having such knowledge and experience in
               financial  and  business  matters,  and, in  particular,  in such
               matters related to securities  similar to the Certificates,  such
               that  it is  capable  of  evaluating  the  merits  and  risks  of
               investment  in the  Certificates,  (b) able to bear the  economic
               risks  of such an  investment  and (c) an  "accredited  investor"
               within the  meaning of Rule  501(a)  promulgated  pursuant to the
               Act.

                    4. The Purchaser  has been  furnished  with,  and has had an
               opportunity  to  review  (a) [a  copy  of the  Private  Placement
               Memorandum,   dated  ________________,   ____,  relating  to  the
               Certificates  (b)] a copy of the Pooling and Servicing  Agreement
               and [b] [c] such other  information  concerning the Certificates,
               the Mortgage Loans and the Depositor as has been requested by the
               Purchaser from the Depositor or the Seller and is relevant to the
               Purchaser's decision to purchase the Certificates.  The Purchaser
               has had any  questions  arising from such review  answered by the
               Depositor or the Seller to the satisfaction of the Purchaser. [If
               the Purchaser did not purchase the  Certificates  from the Seller
               in connection with the initial  distribution of the  Certificates
               and was provided with a copy of the Private Placement  Memorandum
               (the  "Memorandum")  relating to the original sale (the "Original
               Sale")  of the  Certificates  by  the  Depositor,  the  Purchaser
               acknowledges  that  such  Memorandum  was  provided  to it by the
               Seller,  that the Memorandum was prepared by the Depositor solely
               for use in  connection  with the Original  Sale and the Depositor
               did not  participate  in or facilitate in any way the purchase of
               the  Certificates  by the  Purchaser  from  the  Seller,  and the
               Purchaser  agrees  that it will look solely to the Seller and not
               to the Depositor with respect to any damage, liability,  claim or
               expense arising out of,  resulting from or in connection with (a)
               error or omission, or alleged error or omission, contained in the
               Memorandum, or (b) any information,  development or event arising
               after the date of the Memorandum.]

                    5. The  Purchaser has not and will not nor has it authorized
               or will it  authorize  any  person to (a)  offer,  pledge,  sell,
               dispose of or otherwise transfer any Certificate, any interest in
               any  Certificate  or any other similar  security to any person in
               any  manner,  (b) solicit any offer to buy or to accept a pledge,
               disposition of other transfer of any Certificate, any interest in
               any Certificate or any other similar  security from any person in
               any manner,  (c) otherwise  approach or negotiate with respect to
               any  Certificate,  any interest in any  Certificate  or any other
               similar  security  with any  person in any  manner,  (d) make any
               general  solicitation  by means of general  advertising or in any
               other manner or (e) take any other action, that (as to any of (a)
               through  (e)  above)  would  constitute  a  distribution  of  any
               Certificate  under the Act, that would render the  disposition of
               any  Certificate a violation of Section 5 of the Act or any state
               securities   law,   or  that  would   require   registration   or
               qualification  pursuant  thereto.  The Purchaser will not sell or
               otherwise transfer any of the Certificates,  except in compliance
               with the provisions of the Pooling and Servicing Agreement.



                                       I-2

<PAGE>



                                                   Very truly yours,


                                                   (Purchaser)

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




                                       I-3

<PAGE>



                                    EXHIBIT J

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                 ----------------, -----


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001

               Re:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series 2001-RZ3, [Class R-I, Class R-II and
                      Class R-III] [Class B][Class SB]

Ladies and Gentlemen:

               In  connection  with the sale by  __________  (the  "Seller")  to
______________ (the "Purchaser") of $____________  Initial Certificate Principal
Balance of Mortgage  Asset-Backed  Pass-Through  Certificates,  Series 2001-RZ3,
[Class   R-I,   Class   R-II  and  Class   R-III][Class   B]  [Class   SB]  (the
"Certificates"),  issued  pursuant to the Pooling and Servicing  Agreement  (the
"Pooling and Servicing Agreement"), dated as of August 1, 2001 among Residential
Asset  Mortgage  Products,  Inc., as depositor  (the  "Depositor"),  Residential
Funding  Corporation,  as master  servicer,  and The Chase  Manhattan  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 will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.




                                       J-1

<PAGE>



                                            Very truly yours,


                                    (Seller)

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


                                       J-2

<PAGE>



                                    EXHIBIT K

                   TEXT OF AMENDMENT TO POOLING AND SERVICING
                  AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
                                LIMITED GUARANTY

                                   ARTICLE XII

                   Subordinate Certificate Loss Coverage; Limited Guaranty

          Section  12.01.   Subordinate   Certificate  Loss  Coverage;   Limited
Guaranty.  (a) Subject to subsection (c) below,  prior to the later of the third
Business Day prior to each Distribution Date or the related  Determination Date,
the  Master  Servicer  shall  determine  whether it or any  Subservicer  will be
entitled to any  reimbursement  pursuant to Section 4.02(c) on such Distribution
Date for Advances or Subservicer  Advances  previously made,  (which will not be
Advances or  Subservicer  Advances that were made with respect to  delinquencies
which were  subsequently  determined to be Excess Special Hazard Losses,  Excess
Fraud Losses,  Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or  Subservicer  Advances  reimbursed  pursuant to
Section  4.02(c),  to the extent such Advances or Subservicer  Advances have not
been included in the amount of the Realized Loss in the related  Mortgage  Loan,
and  shall  distribute  the same to the Class R  Certificateholders  in the same
manner as if such amount were to be distributed pursuant to Section 4.02(c).

          (b) Subject to subsection  (c) below,  prior to the later of the third
Business Day prior to each Distribution Date or the related  Determination Date,
the Master  Servicer  shall  determine  whether any Realized  Losses (other than
Excess Special Hazard Losses,  Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary  Losses)  will be allocated  to the Class R  Certificates  on such
Distribution  Date  pursuant to Section  4.05,  and, if so, the Master  Servicer
shall demand  payment from  Residential  Funding of the amount of such  Realized
Loss and shall distribute the same to the Class R Certificateholders in the same
manner as if such amount  were to be  distributed  pursuant to Section  4.02(c);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the  additional  amount of
Accrued  Certificate  Interest  that  would  have  been  paid  for  the  Class R
Certificateholders  on such  Distribution  Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate  Principal
Balances  of the  Class R  Certificates  on such  Distribution  Date due to such
Realized  Loss or Losses.  Notwithstanding  such payment,  such Realized  Losses
shall be deemed to have been borne by the  Certificateholders  for  purposes  of
Section  4.05.  Excess  Special  Hazard  Losses,  Excess  Fraud  Losses,  Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class R Certificates
will not be covered by the Subordinate Certificate Loss Obligation.

          (c) Demands for payments  pursuant to this Section shall be made prior
to the later of the third  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


                                       K-1

<PAGE>



payments made under  subsections (a) and (b) hereof and (ii) all draws under the
Limited  Guaranty made in lieu of such payments as described below in subsection
(d) and (Y) the then outstanding  Certificate  Principal Balances of the Class R
Certificates,  or such lower  amount as may be  established  pursuant to Section
12.02.  Residential  Funding's  obligations  as  described  in this  Section are
referred to herein as the "Subordinate Certificate Loss Obligation."

          (d)  The  Trustee  will  promptly  notify  General  Motors  Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and  shall  demand  payment  pursuant  to the  limited  guaranty  (the  "Limited
Guaranty"),  executed by General Motors Acceptance  Corporation,  of Residential
Funding's  obligation  to make payments  pursuant to this Section,  in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by  delivering to General  Motors  Acceptance  Corporation a written  demand for
payment by wire  transfer,  not later than the second  Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.

          (e) All payments made by Residential  Funding pursuant to this Section
or amounts paid under the Limited  Guaranty  shall be deposited  directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class R Certificateholders.

          (f) The Depositor shall have the option,  in its sole  discretion,  to
substitute  for  either  or  both of the  Limited  Guaranty  or the  Subordinate
Certificate  Loss  Obligation  another  instrument  in the  form of a  corporate
guaranty,  an irrevocable  letter of credit, a surety bond,  insurance policy or
similar instrument or a reserve fund; provided that (i) the Depositor obtains an
Opinion of Counsel (which need not be an opinion of Independent  counsel) to the
effect that obtaining such substitute corporate guaranty,  irrevocable letter of
credit, surety bond, insurance policy or similar instrument or reserve fund will
not cause either (a) any federal tax to be imposed on the Trust Fund,  including
without limitation,  any federal tax imposed on "prohibited  transactions" under
Section  860(F)(a)(1) of the Code or on  "contributions  after the startup date"
under Section  860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any  Certificate  is  outstanding,  and (ii) no such
substitution  shall  be made  unless  (A) the  substitute  Limited  Guaranty  or
Subordinate  Certificate  Loss Obligation is for an initial amount not less than
the then  current  Amount  Available  and  contains  provisions  that are in all
material  respects  equivalent to the original  Limited  Guaranty or Subordinate
Certificate   Loss   Obligation   (including   that  no  portion  of  the  fees,
reimbursements  or other  obligations under any such instrument will be borne by
the Trust  Fund),  (B) the long  term debt  obligations  of any  obligor  of any
substitute  Limited Guaranty or Subordinate  Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating  of  the  long  term  debt  obligations  of  General  Motors   Acceptance
Corporation  as of the date of  issuance  of the  Limited  Guaranty  and (b) the
rating  of  the  long  term  debt  obligations  of  General  Motors   Acceptance
Corporation  at the  date of such  substitution  and (C) the  Depositor  obtains
written  confirmation from each nationally  recognized credit rating agency that
rated  the  Class R  Certificates  at the  request  of the  Depositor  that such
substitution  shall not lower the rating on the Class R  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


                                       K-2

<PAGE>



instrument  constitutes a legal,  valid and binding obligation of the substitute
guarantor or obligor,  enforceable in accordance with its terms,  and concerning
such other  matters as the Master  Servicer  and the  Trustee  shall  reasonably
request.  Neither the  Depositor,  the Master  Servicer nor the Trustee shall be
obligated  to  substitute  for or replace  the Limited  Guaranty or  Subordinate
Certificate Loss Obligation under any circumstance.

          Section   12.02.   Amendments   Relating  to  the  Limited   Guaranty.
Notwithstanding  Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended,  superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended,  reduced or canceled,  and (iii) any
other  provision of this Agreement which is related or incidental to the matters
described  in this  Article  XI may be amended  in any  manner;  in each case by
written  instrument  executed or consented to by the Depositor  and  Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master  Servicer or the Trustee being required  unless any such amendment
would impose any  additional  obligation on, or otherwise  adversely  affect the
interests of, the Master Servicer or the Trustee,  as applicable;  provided that
the Depositor shall also obtain a letter from each nationally  recognized credit
rating  agency  that  rated  the  Class R  Certificates  at the  request  of the
Depositor to the effect that such amendment, reduction, deletion or cancellation
will not lower the  rating on the Class R  Certificates  below the lesser of (a)
the  then-current  rating  assigned to the Class R  Certificates  by such rating
agency and (b) the original  rating assigned to the Class R Certificates by such
rating  agency,  unless  (A) the Holder of 100% of the Class R  Certificates  is
Residential  Funding  or an  Affiliate  of  Residential  Funding,  or  (B)  such
amendment,  reduction,  deletion  or  cancellation  is made in  accordance  with
Section 11.01(e) and, provided further that the Depositor  obtains,  in the case
of a material  amendment or supersession  (but not a reduction,  cancellation or
deletion  of  the  Limited   Guaranty  or  the  Subordinate   Certificate   Loss
Obligation),  an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such  amendment or  supersession  will not cause
either (a) any federal tax to be imposed on the Trust  Fund,  including  without
limitation,  any federal tax imposed on "prohibited  transactions" under Section
860F(a)(1)  of the Code or on  "contributions  after  the  startup  date"  under
Section  860G(d)(1)  of the Code or (b) the Trust  Fund to fail to  qualify as a
REMIC  at any time  that  any  Certificate  is  outstanding.  A copy of any such
instrument  shall be provided to the  Trustee and the Master  Servicer  together
with an Opinion of Counsel that such amendment complies with this Section 12.02.



                                       K-3

<PAGE>



                                    EXHIBIT L

                            FORM OF LIMITED GUARANTY

                                LIMITED GUARANTY

                    RESIDENTIAL ASSET SECURITIES CORPORATION

                 Mortgage Asset-Backed Pass-Through Certificates
                                 Series 2001-RZ3

                           ____________________, 20___

The Chase Manhattan 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  August  1,  2001  (the  "Servicing  Agreement"),  among
Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding
and The Chase  Manhattan  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-RZ3 (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:

               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  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.


                                       L-1

<PAGE>



               (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.

     8.  Counterparts.  This  Limited  Guaranty may be executed in any number of
counterparts,  each  of  which  shall  be  deemed  to be an  original  and  such
counterparts shall constitute but one and the same instrument.





                                       L-2

<PAGE>



               IN WITNESS  WHEREOF,  GMAC has caused this Limited Guaranty to be
executed and delivered by its respective  officers  thereunto duly authorized as
of the day and year first above written.
                                                   GENERAL MOTORS ACCEPTANCE
                                                   CORPORATION
                                                   By:_____________________
                                                   Name:__________________
                                                   Title:___________________


Acknowledged by:
THE CHASE MANHATTAN BANK,
as Trustee

By:___________________
Name:________________
Title:_________________


RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

By:___________________
Name:________________
Title:_________________



                                       L-3

<PAGE>



                                    EXHIBIT M

                 FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN

                                                 ----------------, ----


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

The Chase Manhattan 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 August 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.



                                       M-1

<PAGE>



                                                          Very truly yours,


                                                          (Lender)

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



                                       M-2

<PAGE>



                                    EXHIBIT N

                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]

                   Description of Rule 144A Securities, including numbers:
                          =========================================
                          =========================================

               The  undersigned  seller,  as registered  holder (the  "Seller"),
intends to transfer the Rule 144A Securities  described above to the undersigned
buyer (the "Buyer").

               1. In connection  with such  transfer and in accordance  with the
agreements  pursuant to which the Rule 144A Securities  were issued,  the Seller
hereby  certifies the following  facts:  Neither the Seller nor anyone acting on
its behalf has offered, transferred,  pledged, sold or otherwise disposed of the
Rule 144A  Securities,  any  interest in the Rule 144A  Securities  or any other
similar security to, or solicited any offer to buy or accept a transfer,  pledge
or other disposition of the Rule 144A Securities,  any interest in the Rule 144A
Securities  or any other  similar  security  from,  or otherwise  approached  or
negotiated  with respect to the Rule 144A  Securities,  any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general  solicitation  by means of general  advertising or in any other
manner,  or taken any other action,  that would constitute a distribution of the
Rule 144A  Securities  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or that  would  render the  disposition  of the Rule 144A  Securities  a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or  another  "qualified  institutional  buyer" as defined in Rule
144A under the 1933 Act.

               2. The Buyer  warrants and  represents to and covenants  with the
Seller,  the  Trustee  and the Master  Servicer  (as  defined in the Pooling and
Servicing  Agreement  (the  "Agreement"),  dated  as of  August  1,  2001  among
Residential Funding Corporation, as Master Servicer,  Residential Asset Mortgage
Products,  Inc., as Depositor and Bank One,  National  Association,  as trustee,
pursuant to Section 5.02 of the Agreement, as follows:

               a. The Buyer  understands  that the Rule 144A Securities have not
          been  registered  under  the  1933 Act or the  securities  laws of any
          state.

                      b The Buyer considers itself a substantial,  sophisticated
        institutional investor having such knowledge and experience in financial
        and  business  matters that it is capable of  evaluating  the merits and
        risks of investment in the Rule 144A Securities.

               c. The Buyer has been  furnished with all  information  regarding
          the Rule 144A  Securities  that it has requested from the Seller,  the
          Trustee or the Servicer.

               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


                                       N-1

<PAGE>



        the Rule 144A Securities or any other similar  security to, or solicited
        any offer to buy or accept a transfer,  pledge or other  disposition  of
        the Rule 144A  Securities,  any interest in the Rule 144A  Securities or
        any other similar  security from, or otherwise  approached or negotiated
        with respect to the Rule 144A Securities,  any interest in the Rule 144A
        Securities or any other similar security with, any person in any manner,
        or made any general  solicitation by means of general  advertising or in
        any other  manner,  or taken any other action,  that would  constitute a
        distribution  of the Rule  144A  Securities  under  the 1933 Act or that
        would render the  disposition of the Rule 144A Securities a violation of
        Section 5 of the 1933 Act or require registration  pursuant thereto, nor
        will it act, nor has it  authorized  or will it authorize  any person to
        act, in such manner with respect to the Rule 144A Securities.

                      e. The Buyer is a "qualified  institutional buyer" as that
        term is defined in Rule 144A under the 1933 Act and has completed either
        of the forms of  certification to that effect attached hereto as Annex 1
        or  Annex 2. The  Buyer  is aware  that the sale to it is being  made in
        reliance on Rule 144A.  The Buyer is acquiring the Rule 144A  Securities
        for its own  account or the  accounts of other  qualified  institutional
        buyers,  understands  that  such  Rule 144A  Securities  may be  resold,
        pledged or transferred only (i) to a person reasonably  believed to be a
        qualified  institutional buyer that purchases for its own account or for
        the account of a qualified  institutional  buyer to whom notice is given
        that the  resale,  pledge or  transfer is being made in reliance on Rule
        144A, or (ii) pursuant to another exemption from registration  under the
        1933 Act.

               [3.    Reserved]

               4. This document may be executed in one or more  counterparts and
by the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts,  together, shall
constitute one and the same document.


                                       N-2

<PAGE>



               IN  WITNESS  WHEREOF,  each  of the  parties  has  executed  this
document as of the date set forth below.
__________________                                 ____________________
Print Name of Seller                               Print Name of Buyer
By:________________                                By:_________________
Name:                                              Name:
Title:                                             Title:
Taxpayer Identification:                           Taxpayer Identification:
No:__________________                              No:__________________

Date:__________________                            Date:__________________


                                       N-3

<PAGE>



                              ANNEX 1 TO EXHIBIT N

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Buyers Other Than Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

     1. As indicated  below,  the undersigned is the President,  Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

               2. In  connection  with  purchases  by the Buyer,  the Buyer is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary  basis  $____________ in securities  (except for the excluded
securities  referred to below) as of the end of the Buyer's  most recent  fiscal
year (such amount being  calculated in  accordance  with Rule 144A) and (ii) the
Buyer satisfies the criteria in the category marked below.

        ____  Corporation,  etc. The Buyer is a corporation  (other than a bank,
        savings and loan association or similar  institution),  Massachusetts or
        similar  business  trust,   partnership,   or  charitable   organization
        described in Section 501(c)(3) of the Internal Revenue Code.

        ____  Bank.  The Buyer (a) is a  national  bank or  banking  institution
        organized  under the laws of any State,  territory  or the  District  of
        Columbia, the business of which is substantially confined to banking and
        is supervised by the State or territorial  banking commission or similar
        official or is a foreign bank or equivalent institution,  and (b) has an
        audited net worth of at least  $25,000,000 as demonstrated in its latest
        annual financial statements, a copy of which is attached hereto.

        ____   Savings   and  Loan.   The  Buyer  (a)  is  a  savings  and  loan
               association,  building and loan  association,  cooperative  bank,
               homestead association or similar institution, which is supervised
               and examined by a State or Federal  authority having  supervision
               over any  such  institutions  or is a  foreign  savings  and loan
               association or equivalent  institution and (b) has an audited net
               worth of at  least  $25,000,000  as  demonstrated  in its  latest
               annual financial statements.

          ____ Broker-Dealer.  The  Buyer is a  dealer  registered  pursuant  to
               Section 15 of the Securities Exchange Act of 1934.

        ____   Insurance  Depositor.  The Buyer is an  insurance  company  whose
               primary  and  predominant  business  activity  is the  writing of
               insurance or the  reinsuring of risks  underwritten  by insurance
               companies  and which is subject to  supervision  by the insurance
               commissioner  or a  similar  official  or  agency  of a State  or
               territory or the District of Columbia.



                                       N-4

<PAGE>



        ____   State  or  Local  Plan.  The  Buyer  is a  plan  established  and
               maintained by a State, its political subdivisions,  or any agency
               or  instrumentality  of the State or its political  subdivisions,
               for the benefit of its employees.

        ____   ERISA  Plan.  The Buyer is an  employee  benefit  plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974.

          ____ Investment Adviser. The Buyer is an investment adviser registered
               under the Investment Advisers Act of 1940.

          ____ SBIC. The Buyer is a Small Business  Investment  Company licensed
               by the U.S. Small Business Administration under Section 301(c) or
               (d) of the Small Business Investment Act of 1958.

          ____ Business   Development   Depositor.   The  Buyer  is  a  business
               development  company  as defined  in  Section  202(a)(22)  of the
               Investment Advisers Act of 1940.

        ____   Trust Fund.  The Buyer is a trust fund whose trustee is a bank or
               trust company and whose  participants  are  exclusively (a) plans
               established   and   maintained   by  a   State,   its   political
               subdivisions,  or any agency or  instrumentality  of the State or
               its political subdivisions,  for the benefit of its employees, or
               (b) employee  benefit  plans within the meaning of Title I of the
               Employee  Retirement  Income  Security Act of 1974,  but is not a
               trust fund that includes as  participants  individual  retirement
               accounts or H.R. 10 plans.

               3. The term  "securities"  as used  herein  does not  include (i)
securities of issuers that are affiliated  with the Buyer,  (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer,  (iii) bank  deposit  notes and  certificates  of  deposit,  (iv) loan
participations,  (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.

               4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary  basis by the Buyer, the Buyer used the
cost of such  securities to the Buyer and did not include any of the  securities
referred to in the preceding  paragraph.  Further, in determining such aggregate
amount,  the Buyer may have included  securities  owned by  subsidiaries  of the
Buyer,  but only if such  subsidiaries  are  consolidated  with the Buyer in its
financial  statements  prepared in accordance with generally accepted accounting
principles  and if the  investments of such  subsidiaries  are managed under the
Buyer's direction.  However, such securities were not included if the Buyer is a
majority-owned,  consolidated  subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.

               5. The Buyer  acknowledges that it is familiar with Rule 144A and
understands  that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements  made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.



                                       N-5

<PAGE>



____     ____         Will the Buyer be purchasing the Rule 144A
Yes      No           Securities only for the Buyer's own account?

               6. If the answer to the  foregoing  question  is "no",  the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party  (including  any  separate  account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified  institutional  buyer" within the meaning of Rule 144A.
In addition,  the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current  representation  letter from
such third party or taken other appropriate  steps  contemplated by Rule 144A to
conclude that such third party  independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

               7. The  Buyer  will  notify  each of the  parties  to which  this
certification is made of any changes in the information and conclusions  herein.
Until such notice is given,  the Buyer's  purchase of Rule 144A  Securities will
constitute  a  reaffirmation  of  this  certification  as of the  date  of  such
purchase.
                                    ___________________________
                                    Print Name of Buyer
                                    By:     ___________________
                                      Name:
                                     Title:

                          Date: ______________________


                                       N-6

<PAGE>



                              ANNEX 2 TO EXHIBIT N

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                    [For Buyers That Are Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

               1. As indicated  below,  the undersigned is the President,  Chief
Financial  Officer or Senior Vice  President  of the Buyer or, if the Buyer is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities  Act of 1933  ("Rule  144A")  because  Buyer is part of a  Family  of
Investment Companies (as defined below), is such an officer of the Adviser.

               2.  In  connection  with  purchases  by  Buyer,  the  Buyer  is a
"qualified  institutional  buyer" as  defined in SEC Rule 144A  because  (i) the
Buyer is an investment  company  registered under the Investment  Company Act of
1940,  and (ii) as marked  below,  the Buyer  alone,  or the  Buyer's  Family of
Investment Companies,  owned at least $100,000,000 in securities (other than the
excluded  securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining  the amount of securities  owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.

The            Buyer owned  $___________________  in securities  (other than the
               excluded  securities  referred  to  below)  as of the  end of the
               Buyer's most recent fiscal year (such amount being  calculated in
               accordance with Rule 144A).

The            Buyer is part of a Family of Investment  Companies which owned in
               the aggregate  $_________________  in securities  (other than the
               excluded  securities  referred  to  below)  as of the  end of the
               Buyer's most recent fiscal year (such amount being  calculated in
               accordance with Rule 144A).

               3. The term "Family of Investment Companies" as used herein means
two or more  registered  investment  companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned  subsidiaries  of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

               4. The term  "securities"  as used  herein  does not  include (i)
securities  of  issuers  that are  affiliated  with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of  deposit,  (iii)  loan  participations,   (iv)  repurchase  agreements,   (v)
securities  owned but  subject  to a  repurchase  agreement  and (vi)  currency,
interest rate and commodity swaps.

               5. The Buyer is familiar with Rule 144A and understands that each
of the parties to which this certification is made are relying and will continue
to rely on the  statements  made  herein  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.


                                       N-7

<PAGE>



               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

The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN  55437

Attention:  Residential Funding Corporation Series 2001-RZ3

          Re:  Mortgage   Asset-Backed   Pass-Through    Certificates,    Series
               2001-RZ3[Class SB]

Ladies and Gentlemen:

_________________________   (the   "Purchaser")   intends   to   purchase   from
___________________________  (the "Seller")  $_____________  Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates,  Series 2001-RZ3, Class
__ (the "Certificates"),  issued pursuant to the Pooling and Servicing Agreement
(the  "Pooling  and  Servicing  Agreement"),  dated as of August  1, 2001  among
Residential  Asset Mortgage  Products,  Inc., as the company (the  "Depositor"),
Residential Funding Corporation,  as master servicer (the "Master Servicer") and
The Chase Manhattan 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,  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




<PAGE>



(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 600
Minneapolis, Minnesota  55437

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota  55437

The Chase Manhattan Bank
450 West 33rd Street, 14th Floor,
New York, New York 10001
Attention:  Residential Asset Mortgage Products Inc. Series 2001-RZ3

          Re:  Residential Asset Mortgage Products,  Inc. Mortgage  Asset-Backed
               Pass-Through Certificates, Series 2001-RZ3, Class M-__, 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 August 1, 2001, among  Residential  Asset
Mortgage  Products,  Inc., as depositor,  Residential  Funding  Corporation,  as
master servicer and The Chase Manhattan 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. 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



<PAGE>


      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>