RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
                                    Company,

                        RESIDENTIAL FUNDING CORPORATION,
                                Master Servicer,

                                       and
                         BANK ONE, NATIONAL ASSOCIATION,
                                     Trustee

                               SERIES SUPPLEMENT,
                         DATED AS OF SEPTEMBER 1, 2001,

                                       TO

                                STANDARD TERMS OF
                         POOLING AND SERVICING AGREEMENT

                            Dated as of July 1, 2001

                       Mortgage Pass-Through Certificates

                                 Series 2001-S21



<PAGE>


<TABLE>
<CAPTION>



                                TABLE OF CONTENTS

                                                                                          Page

                                          ARTICLE I

                                         DEFINITIONS

<S>             <C>                                                                         <C>
        Section 1.01  Definitions............................................................3
        Section 1.02  Use of Words and Phrases..............................................10

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

        Section 2.01  Conveyance of Mortgage Loans.  (See Section 2.01 of the Standard Terms)
                       .....................................................................12
        Section 2.02  Acceptance by Trustee.  (See Section 2.02 of the Standard Terms)
                       .....................................................................12
        Section 2.03  Representations, Warranties and Covenants of the Master Servicer and the
                      Company...............................................................12
        Section 2.04  Representations and Warranties of Sellers. (See Section 2.04 of the Standard
                      Terms)
                       .....................................................................14
        Section 2.05  Execution and Authentication of Certificates..........................14

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

        Section 4.01  Certificate Account.  (See Section 4.01 of the Standard Terms)
                       .....................................................................17
        Section 4.02  Distributions.........................................................17
        Section 4.03  Statements to Certificateholders  (See Section 4.03(a) through (d) of the
                      Standard Terms) and Exhibit Three attached hereto.....................25
        Section 4.04  Distribution of Reports to the Trustee and the Company; Advances by the
                      Master Servicer. (See Section 4.04 of the Standard Terms)
                       .....................................................................25
        Section 4.05  Allocation of Realized Losses.........................................25



<PAGE>



        Section 4.06  Reports of Foreclosures and Abandonment of Mortgaged Property.  (See
                      Section 4.06 of the Standard Terms)
                       .....................................................................26
        Section 4.07  Optional Purchase of Defaulted Mortgage Loans.  (See Section 4.07 of the
                      Standard Terms)
                       .....................................................................26

                                    ARTICLE V

                                THE CERTIFICATES

                                   ARTICLE VI

                       THE COMPANY AND THE MASTER SERVICER

                                   ARTICLE VII

                                     DEFAULT

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

                                   ARTICLE IX

                                   TERMINATION

                                    ARTICLE X

                                REMIC PROVISIONS

        Section 10.01 REMIC Administration.  (See Section 10.01 of the Standard Terms)
                       .....................................................................32
        Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification.  (See
                      Section 10.02 of the  Standard Terms)
                       .....................................................................32
        Section 10.03 Designation of REMIC(s)...............................................32
        Section 10.04 Distributions on the Uncertificated REMIC Regular Interests...........32
        Section 10.05 Compliance with Withholding Requirements..............................33

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

        Section 11.01 Amendment.  (See Section 11.01 of the Standard Terms)
                       .....................................................................34



<PAGE>



        Section 11.02 Recordation of Agreement.  Counterparts.  (See Section 11.02 of the Standard
                      Terms)
                       .....................................................................34
        Section 11.03 Limitation on Rights of Certificateholders.  (See Section 11.03 of the
                      Standard Terms)
                       .....................................................................34
        Section 11.04 Governing Laws.  (See Section 11.04 of the Standard Terms)
                       .....................................................................34
        Section 11.05 Notices...............................................................34
        Section 11.06 Required Notices to Rating Agency and Subservicer.  (See Section 11.06 of
                      the Standard Terms)
                       .....................................................................35
        Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)
                       .....................................................................35
        Section 11.08 Supplemental Provisions for Resecuritization.  (See Section 11.08 of the
                      Standard Terms)
                       .....................................................................35
        Section 11.09 Allocation of Voting Rights...........................................35

                                   ARTICLE XII

                                   [RESERVED]

</TABLE>



<PAGE>



EXHIBITS

Exhibit One:          Mortgage Loan Schedule
Exhibit Two:          Schedule of Discount Fractions
Exhibit Three:        Information to be Included in
                      Monthly Distribution Date Statement
Exhibit Four:         Standard Terms of Pooling and Servicing
                      Agreement dated as of July 1, 2001



<PAGE>




        This is a Series Supplement, dated as of September 1, 2001 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of July 1, 2001 and attached as Exhibit Four hereto (the "Standard Terms" and,
together with this Series Supplement, the "Pooling and Servicing Agreement" or
"Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the
company (together with its permitted successors and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL
ASSOCIATION, as Trustee (together with its permitted successors and assigns, the
"Trustee").

                              PRELIMINARY STATEMENT

        The Company intends to sell Mortgage Pass-Through Certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund. As provided herein, the REMIC Administrator will make an
election to treat the entire segregated pool of assets described in the
definition of Trust Fund, and subject to this Agreement (including the Mortgage
Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage
investment conduit (the "REMIC") for federal income tax purposes.

        The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this Series
Supplement shall govern. Any cross-reference to a section of the Pooling and
Servicing Agreement, to the extent the terms of the Standard Terms and Series
Supplement conflict with respect to that section, shall be a cross-reference to
the related section of the Series Supplement. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Standard
Terms. The Pooling and Servicing Agreement shall be dated as of the date of the
Series Supplement.



                                             -1-

<PAGE>




        The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.

<TABLE>
<CAPTION>

                               Aggregate
                                Initial
                              Certificate                                                         Minimum
              Pass-Through     Principal                           Maturity                    Denominations
DESIGNATION       Rate          Balance         Features1            Date         Moody's/S&P        2


<S>     <C>      <C>        <C>                                          <C> <C>                  <C>
Class A-1        6.25%      $205,151,000.00       Senior       September 25, 2016   Aaa/AAA       $25,000
Class A-2        6.00%       $10,000,000.00       Senior       September 25, 2016   Aaa/AAA       $25,000
Class A-3        6.50%       $10,000,000.00       Senior       September 25, 2016   Aaa/AAA       $25,000
                                             Senior/Principal
Class A-P        0.00%        $519,515.31          Only        September 25, 2016   Aaa/AAA       $25,000
                                             Senior/Variable
Class A-V    Variable Rate       $0.00            Strip        September 25, 2016   Aaa/AAA         20%
Class R          6.25%          $100.00      Senior/Residual   September 25, 2016   Aaa/AAA         20%
Class M-1        6.25%       $1,833,800.00      Mezzanine      September 25, 2016   NA/ AA        $25,000
Class M-2        6.25%        $572,800.00       Mezzanine      September 25, 2016    NA/A         $250,000
Class M-3        6.25%        $458,200.00       Mezzanine      September 25, 2016   NA/BBB        $250,000
Class B-1        6.25%        $229,100.00      Subordinate     September 25, 2016    NA/BB        $250,000
Class B-2        6.25%        $114,600.00      Subordinate     September 25, 2016    NA/B         $250,000
Class B-3        6.25%        $229,151.48      Subordinate     September 25, 2016    NA/NA        $250,000

</TABLE>

        The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $229,108,267.77.

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

_______

1    The Class  A-1,  Class  A-2,  Class A-3 and Class M  Certificates  shall be
     Book-Entry  Certificates.  The Class A-P,  Class  A-V,  Class R and Class B
     Certificates shall be delivered to the holders thereof in physical form.

2    The Certificates,  other than the Class A-V and Class R Certificates, shall
     be  issuable  in  minimum  dollar  denominations  as  indicated  above  (by
     Certificate  Principal  Balance or  Notional  Amount,  as  applicable)  and
     integral  multiples  of $1 (or $1,000 in the case of the Class  A-P,  Class
     B-1, Class B-2 and Class B-3  Certificates) in excess thereof,  except that
     one  Certificate  of any of the  Class A-P and  Class B  Certificates  that
     contains  an uneven  multiple of $1,000  shall be issued in a  denomination
     equal to the sum of the related  minimum  denomination  set forth above and
     such uneven multiple for such Class or the sum of such  denomination and an
     integral  multiple of $1,000 and one  Certificate  of each Class of Class B
     Certificates  shall be issued in an  authorized  denomination.  The Class R
     Certificates  and Class  A-V  Certificates  shall be  issuable  in  minimum
     denominations  of  not  less  than  a 20%  Percentage  Interest;  provided,
     however,  that one Class R  Certificate  will be  issuable  to  Residential
     Funding as "tax matters person"  pursuant to Section  10.01(c) and (e) in a
     minimum  denomination  representing a Percentage  Interest of not less than
     0.01%.



                                       -2-

<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.

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

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

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

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

        The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such


                                       -3-

<PAGE>



reduction, the Master Servicer shall (i) obtain written confirmation from each
Rating Agency that such reduction shall not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the lower of the then-current
rating or the rating assigned to such Certificates as of the Closing Date by
such Rating Agency and (ii) provide a copy of such written confirmation to the
Trustee.

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

        Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01 of the Standard Terms, which shall be
entitled "Bank One, National Association, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 2001-S21" and which must be an Eligible
Account.

        Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
Class A-P or Class A-V Certificates, executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed to the Standard
Terms as Exhibit A.

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

        Closing Date:  September 27, 2001.

        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 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois
60670-0126, Attention: Residential Funding Corporation Series 2001-S21.

        Cut-off Date: September 1, 2001.

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

        Discount Net Mortgage Rate: 6.25% per annum.

        Due Period: With respect to each Distribution Date and any Mortgage
Loan, the period commencing on the second day of the month prior to the month in
which such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.

        Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the Class A-P
Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(E) of this Series Supplement)


                                             -4-

<PAGE>



and (iv) the aggregate amount of Accrued Certificate Interest on the Class M,
Class B-1 and Class B-2 Certificates.

        Fraud Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to: (X) prior to the second anniversary of the Cut-off
Date, an amount equal to 1.50% of the aggregate outstanding principal balance of
all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of
Fraud Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the Cut-off Date up
to such date of determination and (Y) from the second to the fifth anniversary
of the Cut-off Date, an amount equal to (1) the lesser of (a) the 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 aggregate amount
of Fraud Losses allocated solely to one or more specific Classes of Certificates
in accordance with Section 4.05 of this Series Supplement 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 any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.

        Indirect Depository Participant: An institution that is not a Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the Depository's clearing system.

        Initial Monthly Payment Fund: $42,323, representing scheduled principal
amortization and interest at the Net Mortgage Rate during the Due Period ending
in September 2001, for those Mortgage Loans for which the Trustee will not be
entitled to receive such payment in accordance with the definition of "Trust
Fund".

        Initial Notional Amount: With respect to any Class A-V Certificates or
Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date
Principal Balance of the Mortgage Loans corresponding to the Uncertificated
Class A-V REMIC Regular Interests represented by such Class or Subclass on such
date.

        Initial Subordinate Class Percentage: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Certificate Principal Balance of such Class of Subordinate Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage Loans as of the
Cut-off Date as follows:

        Class M-1: 0.80%                    Class B-1: 0.10%
        Class M-2: 0.25%                    Class B-2: 0.05%


                                             -5-

<PAGE>



        Class M-3: 0.20%                    Class B-3: 0.10%

     Interest  Accrual  Period:   With  respect  to  any  Certificates  and  any
Distribution  Date,  the  calendar  month  preceding  the  month in  which  such
Distribution Date occurs.

     Interest  Only  Certificates:  Any one of the Class A-V  Certificates.  The
Interest Only Certificates will have no Certificate Principal Balance.

     Maturity  Date:  September  25, 2016,  the  Distribution  Date  immediately
following the latest scheduled maturity date of any Mortgage Loan.

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

        (a)    the Mortgage Loan identifying number ("RFC LOAN #");
        (b)    the maturity of the Mortgage Note ("MATURITY DATE");
        (c)    the Mortgage Rate ("ORIG RATE");
        (d)    the Subservicer pass-through rate ("CURR NET");
        (e)    the Net Mortgage Rate ("NET MTG RT");
        (f)    the Pool Strip Rate ("STRIP");

          (g)  the initial scheduled  monthly payment of principal,  if any, and
               interest ("ORIGINAL P & I");

        (h)    the Cut-off Date Principal Balance ("PRINCIPAL BAL");
        (i)    the Loan-to-Value Ratio at origination ("LTV");
        (j)    the rate at which the Subservicing Fee accrues ("SUBSERV FEE")
               and at which the Servicing Fee accrues ("MSTR SERV FEE");
        (k)    a code "T," "BT" or "CT" under the column "LN FEATURE,"
               indicating that the Mortgage Loan is secured by a second or
               vacation residence; and
        (l)    a code "N" under the column "OCCP CODE," indicating that the
               Mortgage Loan is secured by a non-owner occupied residence.

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

        Notional Amount: As of any Distribution Date, with respect to any Class
A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated Class A-V REMIC Regular Interests represented by such Class or
Subclass as of the day immediately preceding such Distribution Date (or, with
respect to the initial Distribution Date, at the close of business on the
Cut-off Date).

        Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-V and Principal Only Certificates), Class M Certificates, Class B
Certificates and Class R Certificates and any Distribution Date, the per annum
rates set forth in the Preliminary Statement hereto. With respect to the Class
A-V Certificates (other than any Subclass thereof) and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans as of the Due Date in the related Due Period,
weighted on the basis of the respective


                                             -6-

<PAGE>



Stated Principal Balances of such Mortgage Loans as of the day immediately
preceding such Distribution Date (or, with respect to the initial Distribution
Date, at the close of business on the Cut- off Date). With respect to the Class
A-V Certificates and the initial Distribution Date the Pass- Through Rate is
equal to 0.3178% per annum. With respect to any Subclass of Class A-V
Certificates and any Distribution Date, a rate equal to the weighted average,
expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans
corresponding to the Uncertificated Class A-V REMIC Regular Interests
represented by such Subclass as of the Due Date in the related Due Period,
weighted on the basis of the respective Stated Principal Balances of such
Mortgage Loans as of the day immediately preceding such Distribution Date (or
with respect to the initial Distribution Date, at the close of business on the
Cut-off Date). The Principal Only Certificates have no Pass- Through Rate and
are not entitled to Accrued Certificate Interest.

        Prepayment Assumption: A prepayment assumption of 275% of the prepayment
speed assumption, used for determining the accrual of original issue discount
and market discount and premium on the Certificates for federal income tax
purposes. The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.

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

               (i) For any Distribution Date prior to the Distribution Date in
        October 2006 (unless the Certificate Principal Balances of the Senior
        Certificates (other than the Class A-P Certificates) have been reduced
        to zero), 0%.

               (ii) For any Distribution Date for which clause (i) above does
        not apply, and on which any Class of Subordinate Certificates are
        outstanding:

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

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

               (iii) Notwithstanding the foregoing, if the application of the
        foregoing percentages on any Distribution Date as provided in Section
        4.02 of this Series Supplement (determined


                                             -7-

<PAGE>



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

        Principal Only Certificates:  Any one of the Class A-P Certificates.

        Related Classes: As to any Uncertificated REMIC Regular Interest, those
classes of Certificates identified as Related Classes of Certificates to such
Uncertificated REMIC Regular Interest in the definition of Uncertificated REMIC
Regular Interest.

        Senior Certificate: Any one of the Class A Certificates or Class R
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed to the Standard Terms as Exhibit A
and Exhibit D, respectively.

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

        Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) of this Series Supplement, or, after the
Credit Support Depletion Date, the amount required to be distributed to the
Class A-P Certificateholders pursuant to Section 4.02(c) of this Series
Supplement and (b) the sum of the amounts required to be distributed to the
Senior Certificateholders on such Distribution Date pursuant to Section
4.02(a)(ii)(Y), (xvi) and (xvii) of this Series Supplement.



                                             -8-

<PAGE>



        Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,452,269 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 of this Series Supplement 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 in the Trust Fund which 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 29.8%
(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
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
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 (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.

        Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the related Subordinate Class Percentage for such Class and
(y) the aggregate of the amounts calculated for such Distribution Date under
clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series Supplement
(without giving effect to the Senior Percentage) to the extent not payable to
the Senior Certificates; (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Subordinate Certificates then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving effect to the
Senior Accelerated Distribution Percentage) to the extent such collections are
not otherwise distributed to the Senior Certificates; (iii) the product of (x)
the related Prepayment Distribution Percentage and (y) the aggregate of all
Principal Prepayments in Full received in the related Prepayment Period and
Curtailments received in the preceding calendar month (other than the related
Discount Fraction of such Principal Prepayments in Full and Curtailments with
respect to a Discount Mortgage Loan) to the extent not payable to the Senior
Certificates; (iv)


                                             -9-

<PAGE>



if such Class is the Class of Subordinate Certificates with the Highest
Priority, any Excess Subordinate Principal Amount for such Distribution Date;
and (v) any amounts described in clauses (i), (ii) and (iii) as determined for
any previous Distribution Date, that remain undistributed to the extent that
such amounts are not attributable to Realized Losses which have been allocated
to a Class of Subordinate Certificates minus (b) with respect to the Class of
Subordinate Certificates with the Lowest Priority, any Excess Subordinate
Principal Amount for such Distribution Date; provided, however, that the
Subordinate Principal Distribution Amount for any Class of Subordinate
Certificates on any Distribution Date shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.

        Uncertificated Accrued Interest: With respect to each Distribution Date,
as to each Uncertificated REMIC Regular Interest, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on each such uncertificated interest, if the
Pass-Through Rate on such uncertificated interest were equal to the related
Uncertificated Pass-Through Rate and the notional amount of such uncertificated
interest were equal to the related Uncertificated Notional Amount, and any
reduction in the amount of Accrued Certificate Interest resulting from the
allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts
to the Class A-V Certificateholders pursuant to Section 4.05 hereof shall be
allocated to the Uncertificated REMIC Regular Interests pro rata in accordance
with the amount of interest accrued with respect to each related Uncertificated
Notional Amount and such Distribution Date.

     Uncertificated  Notional Amount: With respect to each Uncertificated  REMIC
Regular Interest, the aggregate Stated Principal Balance of the related Mortgage
Loan.

     Uncertificated Pass-Through Rate: With respect to each Uncertificated REMIC
Regular Interest,  the related  Uncertificated REMIC Regular Interest Pool Strip
Rate.

     Uncertificated REMIC Regular Interest Pool Strip Rate: With respect to each
Uncertificated  REMIC  Regular  Interest,  the Pool Strip  Rate for the  related
Mortgage Loan.

        Uncertificated REMIC Regular Interest Distribution Amount: With respect
to any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interest for such Distribution Date pursuant to
Section 10.04(a).

        Uncertificated REMIC Regular Interests: The 513 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, each relating to a
Mortgage Loan with a Net Mortgage Rate in excess of 6.25%, each having no
principal balance and each bearing interest at the respective Uncertificated
Pass-Through Rate on the respective Uncertificated Notional Amount.

        Underwriter:  Goldman, Sachs & Co.

        Section 1.02  Use of Words and Phrases.

        "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles,


                                      -10-

<PAGE>



Sections or Subsections shall mean the corresponding Articles, Sections and
Subsections in the Pooling and Servicing Agreement. The definitions set forth
herein include both the singular and the plural.


                                      -11-

<PAGE>




                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

          Section 2.01  Conveyance of Mortgage  Loans.  (See Section 2.01 of the
               Standard Terms)

          Section 2.02 Acceptance by Trustee.  (See Section 2.02 of the Standard
               Terms)

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

               (a) For representations, warranties and covenants of the Master
        Servicer, see Section 2.03(a) of the Standard Terms.

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

                      (i) No Mortgage Loan is 30 or more days Delinquent in
               payment of principal and interest as of the Cut-off Date and no
               Mortgage Loan has been so Delinquent more than once in the
               12-month period prior to the Cut-off Date;

                      (ii) The information set forth in Exhibit One 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 date
               or dates respecting which such information is furnished;

                      (iii) The Mortgage Loans are fully-amortizing, fixed-rate
               mortgage loans with level Monthly Payments due on the first day
               of each month and terms to maturity at origination or
               modification of not more than 15 years;

                      (iv) To the best of the Company's knowledge, if a Mortgage
               Loan is secured by a Mortgaged Property with a Loan-to-Value
               Ratio at origination in excess of 80%, such Mortgage Loan is the
               subject of a Primary Insurance Policy that insures that (a) at
               least 25% of the Stated Principal Balance of the Mortgage Loan at
               origination if the Loan-to-Value Ratio is between 95.00% and
               90.01%, (b) at least 12% of such balance if the Loan-to-Value
               Ratio is between 90.00% and 85.01%, and (c) at least 6% of such
               balance if the Loan-to-Value Ratio is between 85.00% and 80.01%.
               To the best of the Company's knowledge, each such Primary
               Insurance Policy is in full force and effect and the Trustee is
               entitled to the benefits thereunder.


                      (v) The issuers of the Primary Insurance Policies are
               insurance companies whose claims-paying abilities are currently
               acceptable to each Rating Agency;



                                      -12-

<PAGE>



                      (vi) No more than 1.1% of the Mortgage Loans by aggregate
               Stated Principal Balance as of the Cut-off Date are secured by
               Mortgaged Properties located in any one zip code area in
               California and no more than 1.0% of the Mortgage Loans by
               aggregate Stated Principal Balance as of the Cut-off Date are
               secured by Mortgaged Properties located in any one zip code area
               outside California;

                      (vii) The improvements upon the Mortgaged Properties are
               insured against loss by fire and other hazards as required by the
               Program Guide, including flood insurance if required under the
               National Flood Insurance Act of 1968, as amended. The Mortgage
               requires the Mortgagor to maintain such casualty insurance at the
               Mortgagor's expense, and on the Mortgagor's failure to do so,
               authorizes the holder of the Mortgage to obtain and maintain such
               insurance at the Mortgagor's expense and to seek reimbursement
               therefor from the Mortgagor;

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

               (ix)  14.80% of the  Mortgage  Loans  were  underwritten  under a
          reduced loan documentation program;

                      (x) Each Mortgagor represented in its loan application
               with respect to the related Mortgage Loan that the Mortgaged
               Property would be owner-occupied and therefore would not be an
               investor property as of the date of origination of such Mortgage
               Loan. No Mortgagor is a corporation or a partnership;

               (xi) None of the Mortgage Loans are Buydown Mortgage Loans;

                      (xii) 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);

                      (xiii) A policy of title insurance was effective as of the
               closing of each Mortgage Loan and is valid and binding and
               remains in full force and effect, unless the Mortgaged Properties
               are located in the State of Iowa and an attorney's certificate
               has been provided as described in the Program Guide;

                      (xiv)  None of the Mortgage Loans are Cooperative Loans;

                      (xv) With respect to each Mortgage Loan originated under a
               "streamlined" Mortgage Loan program (through which no new or
               updated appraisals of Mortgaged Properties are obtained in
               connection with the refinancing thereof), the related Seller has
               represented that either (a) the value of the related Mortgaged
               Property as of the date the Mortgage Loan was originated was not
               less than the appraised value of such


                                      -13-

<PAGE>



               property at the time of origination of the refinanced Mortgage
               Loan or (b) the Loan- to-Value Ratio of the Mortgage Loan as of
               the date of origination of the Mortgage Loan generally meets the
               Company's underwriting guidelines;

               (xvi)  Interest on each  Mortgage Loan is calculated on the basis
          of a 360-day year consisting of twelve 30-day months; and

               (xvii)  None  of the  Mortgage  Loans  contains  in  the  related
          Mortgage File a Destroyed Mortgage Note.


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 Company, 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) that 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)(xii), 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 Company 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 Company
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 or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company 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 Company 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 Company 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 Sellers.  (See Section
               2.04 of the Standard Terms)

        Section 2.05  Execution and Authentication of Certificates.

        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


                                      -14-

<PAGE>



the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.



                                      -15-

<PAGE>



                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS
                     (SEE ARTICLE III OF THE STANDARD TERMS)


                                      -16-

<PAGE>



                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

          Section 4.01  Certificate  Account.  (See Section 4.01 of the Standard
               Terms)

        Section 4.02  Distributions.

               (a) On each Distribution Date (x) the Master Servicer on behalf
        of the Trustee or (y) the Paying Agent appointed by the Trustee, shall
        distribute to the Master Servicer, in the case of a distribution
        pursuant to Section 4.02(a)(iii) below, the amount required to be
        distributed to the Master Servicer or a Sub-Servicer pursuant to Section
        4.02(a)(iii) below, and 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 (A) with respect to each Class of Certificates (other than
        any Subclass of the Class A-V Certificates), shall be based on the
        aggregate of the Percentage Interests represented by Certificates of the
        applicable Class held by such Holder or (B) with respect to any Subclass
        of the Class A-V Certificates, shall be equal to the amount (if any)
        distributed pursuant to Section 4.02(a)(i) below to each Holder of a
        Subclass thereof) of the following amounts, in the following order of
        priority (subject to the provisions of Section 4.02(b) below), in each
        case to the extent of the Available Distribution Amount:

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

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

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

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


                                      -17-

<PAGE>




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

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

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

                             (B) with respect to each Mortgage Loan for which a
                      Cash Liquidation or a REO Disposition occurred during the
                      preceding calendar month (or was deemed to have occurred
                      during such period in accordance with Section 3.07(b) of
                      the Standard Terms) and did not result in any Excess
                      Special Hazard Losses, Excess Fraud Losses, Excess
                      Bankruptcy Losses or Extraordinary Losses, an amount equal
                      to the lesser of (a) the Senior Percentage for such
                      Distribution Date times the Stated Principal Balance of


                                      -18-

<PAGE>



                      such Mortgage Loan (other than the related Discount
                      Fraction of such Stated Principal Balance, with respect to
                      each Discount Mortgage Loan) and (b) the Senior
                      Accelerated Distribution Percentage for such Distribution
                      Date times the related unscheduled collections (including
                      without limitation Insurance Proceeds, Liquidation
                      Proceeds and REO Proceeds) to the extent applied by the
                      Master Servicer as recoveries of principal of the related
                      Mortgage Loan pursuant to Section 3.14 of the Standard
                      Terms (in each case other than the portion of such
                      unscheduled collections, with respect to a Discount
                      Mortgage Loan, included in Section 4.02(b)(i)(C) of this
                      Series Supplement);

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

                         (D) any Excess  Subordinate  Principal  Amount for such
                    Distribution Date; and

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

                      (iii) if the Certificate Principal Balances of the
               Subordinate Certificates have not been reduced to zero, to the
               Master Servicer or a Sub-Servicer, by remitting for deposit to
               the Custodial Account, to the extent of and in reimbursement for
               any Advances or Sub-Servicer Advances previously made with
               respect to any Mortgage Loan or REO Property which remain
               unreimbursed in whole or in part following the Cash Liquidation
               or REO Disposition of such Mortgage Loan or REO Property, minus
               any such Advances that were made with respect to delinquencies
               that ultimately constituted Excess Special Hazard Losses, Excess
               Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;

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

                      (v) to the Holders of the Class M-1 Certificates, an
               amount equal to (x) the Subordinate Principal Distribution Amount
               for such Class of Certificates for such Distribution Date, minus
               (y) the amount of any Class A-P Collection Shortfalls for such
               Distribution Date or remaining unpaid for all previous
               Distribution Dates, to the


                                      -19-

<PAGE>



               extent the amounts available pursuant to clause (x) of Sections
               4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of this Series
               Supplement are insufficient therefor, applied in reduction of the
               Certificate Principal Balance of the Class M-1 Certificates;

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

                      (vii) to the Holders of the Class M-2 Certificates, an
               amount equal to (x) the Subordinate Principal Distribution Amount
               for such Class of Certificates for such Distribution Date, minus
               (y) the amount of any Class A-P Collection Shortfalls for such
               Distribution Date or remaining unpaid for all previous
               Distribution Dates, to the extent the amounts available pursuant
               to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and
               (xv) of this Series Supplement are insufficient therefor, applied
               in reduction of the Certificate Principal Balance of the Class
               M-2 Certificates;

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

                      (ix) to the Holders of the Class M-3 Certificates, an
               amount equal to (x) the Subordinate Principal Distribution Amount
               for such Class of Certificates for such Distribution Date minus
               (y) the amount of any Class A-P Collection Shortfalls for such
               Distribution Date or remaining unpaid for all previous
               Distribution Dates, to the extent the amounts available pursuant
               to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) of
               this Series Supplement are insufficient therefor, applied in
               reduction of the Certificate Principal Balance of the Class M-3
               Certificates;

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

                      (xi) to the Holders of the Class B-1 Certificates, an
               amount equal to (x) the Subordinate Principal Distribution Amount
               for such Class of Certificates for such Distribution Date minus
               (y) the amount of any Class A-P Collection Shortfalls for such
               Distribution Date or remaining unpaid for all previous
               Distribution Dates, to the extent the amounts available pursuant
               to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) of this
               Series Supplement are insufficient therefor, applied in reduction
               of the Certificate Principal Balance of the Class B-1
               Certificates;

                      (xii) to the Holders of the Class B-2 Certificates, the
               Accrued Certificate Interest thereon for such Distribution Date,
               plus any Accrued Certificate Interest


                                      -20-

<PAGE>



               thereon  remaining  unpaid from any previous  Distribution  Date,
               except as provided below;

                      (xiii) to the Holders of the Class B-2 Certificates, an
               amount equal to (x) the Subordinate Principal Distribution Amount
               for such Class of Certificates for such Distribution Date minus
               (y) the amount of any Class A-P Collection Shortfalls for such
               Distribution Date or remaining unpaid for all previous
               Distribution Dates, to the extent the amounts available pursuant
               to clause (x) of Sections 4.02(a)(xiv) and (xv) of this Series
               Supplement are insufficient therefor, applied in reduction of the
               Certificate Principal Balance of the Class B-2 Certificates;

                      (xiv) to the Holders of the Class B-3 Certificates, an
               amount equal to (x) the Accrued Certificate Interest thereon for
               such Distribution Date, plus any Accrued Certificate Interest
               thereon remaining unpaid from any previous Distribution Date,
               except as provided below, minus (y) the amount of any Class A-P
               Collection Shortfalls for such Distribution Date or remaining
               unpaid for all previous Distribution Dates, to the extent the
               amounts available pursuant to clause (x) of Section 4.02(a) (xv)
               of this Series Supplement are insufficient therefor;

                      (xv) to the Holders of the Class B-3 Certificates, an
               amount equal to (x) the Subordinate Principal Distribution Amount
               for such Class of Certificates for such Distribution Date minus
               (y) the amount of any Class A-P Collection Shortfalls for such
               Distribution Date or remaining unpaid for all previous
               Distribution Dates applied in reduction of the Certificate
               Principal Balance of the Class B-3 Certificates;

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

                    (xvii) to the Class R Certificates,  the balance, if any, of
               the Available Distribution Amount.

        Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be distributable only
to the extent that such unpaid Accrued Certificate Interest was attributable to
interest shortfalls relating to the failure of the Master Servicer to make any
required Advance, or the


                                      -21-

<PAGE>



determination by the Master Servicer that any proposed Advance would be a
Nonrecoverable Advance with respect to the related Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash Liquidation or REO
Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO
Proceeds have not yet been distributed to the Certificateholders.

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

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

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

                             (B) the related Discount Fraction of the principal
                      portion of all unscheduled collections on each Discount
                      Mortgage Loan received during the preceding calendar month
                      or, in the case of Principal Prepayments in Full, during
                      the related Prepayment Period (other than amounts received
                      in connection with a Cash Liquidation or REO Disposition
                      of a Discount Mortgage Loan described in clause (C)
                      below), including Principal Prepayments in Full,
                      Curtailments and repurchases (including deemed repurchases
                      under Section 3.07(b) of the Standard Terms) of Discount
                      Mortgage Loans (or, in the case of a substitution of a
                      Deleted Mortgage Loan, the Discount Fraction of the amount
                      of any shortfall deposited in the Custodial Account in
                      connection with such substitution);

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

                             (D) any amounts allocable to principal for any
                      previous Distribution Date (calculated pursuant to clauses
                      (A) through (C) above) that remain undistributed; and

                             (E) the amount of any Class A-P Collection
                      Shortfalls for such Distribution Date and the amount of
                      any Class A-P Collection Shortfalls


                                      -22-

<PAGE>



               remaining unpaid for all previous Distribution Dates, but only to
               the extent of the Eligible Funds for such Distribution Date;

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

                      (iii) the balance of the Senior Principal Distribution
               Amount remaining after the distribution, if any, described in
               clause (ii) above shall be distributed, concurrently on a pro
               rata basis, to the Class A-1, Class A-2 and Class A-3
               Certificates, in accordance with the respective aggregate
               outstanding Certificate Principal Balances of such class of
               certificates, until the Certificate Principal Balances thereof
               have been reduced to zero.

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

               (d) After the reduction of the Certificate Principal Balances of
        the Senior Certificates (other than the Class A-P Certificates) to zero
        but prior to the Credit Support Depletion Date, the Senior Certificates
        (other than the Class A-P Certificates) will be entitled to no further
        distributions of principal thereon and the Available Distribution Amount
        will be paid solely to the holders of the Class A-P Certificates, Class
        A-V Certificates, Class M Certificates and Class B Certificates, in each
        case as described herein.

               (e) 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 in respect of the representations and warranties
        made by the related Seller pursuant to the applicable Seller's Agreement
        and assigned to the Trustee pursuant to Section 2.04), the Master
        Servicer shall distribute such amounts to the applicable
        Certificateholders of 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


                                      -23-

<PAGE>



        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.
        Notwithstanding the foregoing, no such distribution shall be made with
        respect to the Certificates of any Class to the extent that either (i)
        such Class was protected against the related Realized Loss pursuant to
        any instrument or fund established under Section 11.01(e) or (ii) such
        Class of Certificates has been deposited into a separate trust fund or
        other structuring vehicle and separate certificates or other instruments
        representing interests therein have been issued in one or more classes,
        and any of such separate certificates or other instruments were
        protected against the related Realized Loss pursuant to any limited
        guaranty, payment obligation, irrevocable letter of credit, surety bond,
        insurance policy or similar instrument or a reserve fund, or a
        combination thereof. Any amount to be so distributed with respect to the
        Certificates of any Class shall be distributed by the Master Servicer to
        the Certificateholders of record as of the Record Date immediately
        preceding the date of such distribution (i) with respect to the
        Certificates of any Class (other than the Class A-V Certificates), on a
        pro rata basis based on the Percentage Interest represented by each
        Certificate of such Class as of such Record Date and (ii) with respect
        to the Class A-V Certificates, to the Class A-V Certificates or any
        Subclass thereof in the same proportion as the related Realized Loss was
        allocated. Any amounts to be so distributed shall not be remitted to or
        distributed from the Trust Fund, and shall constitute subsequent
        recoveries with respect to Mortgage Loans that are no longer assets of
        the Trust Fund.

               (f) Each distribution with respect to a Book-Entry Certificate
        shall be paid to the Depository, as Holder thereof, and the Depository
        shall be solely 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") 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
        Company or the Master Servicer shall have any responsibility therefor.

               (g) 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 related Interest Accrual Period. 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


                                      -24-

<PAGE>



        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 (See Section 4.03(a)
                      through (d) of the Standard Terms) and Exhibit Three
                      attached hereto.

        (e) The Trustee will make the reports referred to in this Section 4.03
(and, at its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders and other parties
to the Agreement via the Trustee's website, which is presently located at
www.abs.bankone.com. Persons that are unable to use the above website are
entitled to have a paper copy mailed to them via first class mail by calling the
Trustee at (800) 524-9472. The Trustee shall have the right to change the way
the reports referred to in this Section 4.03 are distributed in order to make
such distribution more convenient and/or more accessible to the above parties
and to the Certificateholders. The Trustee shall provide timely and adequate
notification to all the parties mentioned above and to the Certificateholders
regarding any such change.

          Section 4.04  Distribution  of Reports to the Trustee and the Company;
               Advances  by  the  Master  Servicer.  (See  Section  4.04  of the
               Standard Terms)

        Section 4.05  Allocation of Realized Losses.

        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 Modification, 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 during the related Due Period. The amount of each
Realized Loss shall be evidenced by an Officers' Certificate. All Realized
Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess
Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows: first,
to the Class B-3 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; second, to the Class B-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; third, to the
Class B-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; fourth, to the Class M-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; fifth, to the Class M-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and, thereafter, if any such Realized
Losses are on a Discount Mortgage Loan, to the Class A-P Certificates in an
amount equal to the Discount Fraction of the principal portion thereof until the
Certificate Principal Balance thereof has been reduced to zero, and the
remainder of such Realized Losses on the Discount Mortgage Loans and the entire
amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated
among all the Senior Certificates (other than the Class A-P Certificates) on a
pro rata basis, as described below. Any Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses, Extraordinary Losses on Non-Discount
Mortgage Loans will be allocated among the Senior Certificates (other than the
Class A-P Certificates) and Subordinate Certificates, on a pro rata basis, as
described below. The principal portion of such Realized Losses on the Discount
Mortgage Loans will be allocated to the Class A-P Certificates in an amount
equal to the Discount Fraction thereof


                                      -25-

<PAGE>



and the remainder of such Realized Losses on the Discount Mortgage Loans and the
entire amount of such Realized Losses on Non-Discount Mortgage Loans will be
allocated among the Senior Certificates (other than the Class A-P Certificates)
and Subordinate Certificates, on a pro rata basis, as described below.

        As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of 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. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Subordinate Certificates then outstanding with the Lowest
Priority shall be made by operation of the definition of "Certificate Principal
Balance" and by operation of the provisions of Section 4.02(a). Allocations of
the interest portions of Realized Losses shall be made in proportion to the
amount of Accrued Certificate Interest and by operation of the definition of
"Accrued Certificate Interest" and by operation of the provisions of Section
4.02(a). Allocations of the principal portion of Debt Service Reductions shall
be made by operation of the provisions of Section 4.02(a). All Realized Losses
and all other losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates of such Class in proportion to the Percentage
Interests evidenced thereby; provided that if any Subclasses of the Class A-V
Certificates have been issued pursuant to Section 5.01(c), such Realized Losses
and other losses allocated to the Class A-V Certificates shall be allocated
among such Subclasses in proportion to the respective amounts of Accrued
Certificate Interest payable on such Distribution Date that would have resulted
absent such reductions.

          Section 4.06  Reports of  Foreclosures  and  Abandonment  of Mortgaged
               Property. (See Section 4.06 of the Standard Terms)

          Section 4.07  Optional  Purchase of  Defaulted  Mortgage  Loans.  (See
               Section 4.07 of the Standard Terms)





                                      -26-

<PAGE>



                                          ARTICLE V

                                THE CERTIFICATES

          Section 5.01.  The  Certificates.  (See  Section  5.01 of the Standard
               Terms)

          Section 5.02. Registration of Transfer and Exchange of Certificates.

          (a)  - (e)(iii)(A). (See Section 5.02(a) - (e)(iii)(A) of the Standard
               Terms)

               (B) Any purported Certificate Owner whose acquisition or holding
               of any Class M Certificate (or interest therein) was effected in
               violation of the restrictions of this Section 5.02(e) shall
               indemnify and hold harmless the Company, the Trustee, the Master
               Servicer, any Subservicer, the Underwriter 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.

               (f) - (h).  (See Section 5.02(f) - (h) of the Standard Terms)

          Section 5.03. Mutilated,  Destroyed, Lost or Stolen Certificates. (See
               Section 5.03 of the Standard Terms)

          Section 5.04. Persons Deemed Owners. (See Section 5.04 of the Standard
               Terms)

          Section 5.05.  Appointment  of Paying Agent.  (See Section 5.05 of the
               Standard Terms)



                                      -27-

<PAGE>



                                   ARTICLE VI

                       THE COMPANY AND THE MASTER SERVICER
                     (SEE ARTICLE VI OF THE STANDARD TERMS)


                                      -28-

<PAGE>



                                   ARTICLE VII

                                     DEFAULT
                     (SEE ARTICLE VII OF THE STANDARD TERMS)


                                      -29-

<PAGE>



                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE
                    (SEE ARTICLE VIII OF THE STANDARD TERMS)


                                      -30-

<PAGE>



                                   ARTICLE IX

                                   TERMINATION
                     (SEE ARTICLE IX OF THE STANDARD TERMS)



                                      -31-

<PAGE>



                                    ARTICLE X

                                REMIC PROVISIONS

          Section 10.01 REMIC Administration. (See Section 10.01 of the Standard
               Terms)

          Section  10.02  Master  Servicer;   REMIC  Administrator  and  Trustee
               Indemnification. (See Section 10.02 of the Standard Terms)

        Section 10.03 Designation of REMIC(s).

        The REMIC Administrator will make an election to treat the entire
segregated pool of assets described in the definition of Trust Fund, and subject
to this Agreement (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund) as a REMIC for federal income tax purposes.

        The Class A-1, Class A-2, Class A-3, Class A-P, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the rights in and
to which will be represented by the Class A-V Certificates, will be "regular
interests" in the REMIC, and the Class R Certificates will be the sole class of
"residual interests" therein for purposes of the REMIC Provisions (as defined in
the Standard Terms) under federal income tax law. On and after the date of
issuance of any Subclass of Class A-V Certificates pursuant to Section 5.01(c)
of the Standard Terms, any such Subclass will represent the Uncertificated Class
A-V REMIC Regular Interest or Interests specified by the initial Holder of the
Class A-V Certificates pursuant to said Section.

          Section  10.04  Distributions  on  the  Uncertificated  REMIC  Regular
               Interests.

        (a) On each Distribution Date the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC Regular Interests,
Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests
for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution Date.

        (b) In determining from time to time the Uncertificated REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the Class A-V
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC Regular Interests on a pro rata basis based on the Uncertificated Accrued
Interest for the related Distribution Date.

        (c) On each Distribution Date, the Trustee shall be deemed to distribute
from the Trust Fund, in the priority set forth in Section 4.02(a), to the Class
A-V Certificates, the amounts distributable thereon from the Uncertificated
REMIC Regular Interest Distribution Amounts deemed to have been received by the
Trustee from the Trust Fund under this Section 10.04. The amount deemed
distributable hereunder with respect to the Class A-V Certificates shall equal
100% of the amounts payable with respect to the Uncertificated REMIC Regular
Interests.



                                      -32-

<PAGE>



        (d) Notwithstanding the deemed distributions on the Uncertificated REMIC
Regular Interests described in this Section 10.04, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.

        Section 10.05 Compliance with Withholding Requirements.

        Notwithstanding any other provision of this Agreement, the Trustee or
any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original interest discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.


                                      -33-

<PAGE>



                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

          Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)

          Section 11.02  Recordation  of Agreement.  Counterparts.  (See Section
               11.02 of the Standard Terms)

          Section 11.03 Limitation on Rights of Certificateholders. (See Section
               11.03 of the Standard Terms)

          Section 11.04  Governing  Laws.  (See  Section  11.04 of the  Standard
               Terms)

        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 the appropriate address for each recipient
                      listed in the table below or, in each case, such other
                      address as may hereafter be furnished in writing to the
                      Master Servicer, the Trustee and the Company, as
                      applicable:


           RECIPIENT                                        Address
                                 8400 Normandale Lake Boulevard
                                 Suite 250, Minneapolis, Minnesota  55437,
Company                          Attention:  President
                                 2255 N. Ontario Street, Suite 400
                                 Burbank, California 91504-2130,
Master Servicer                  Attention:  Managing Director/Master Servicing
                                 Corporate Trust Office
                                 The Trustee designates its offices located at
                                 14 Wall Street, 8th Floor New York, New York
                                 10005, for the purposes of Section 8.12
Trustee                          of the Standard Terms
                                 99 Church Street
Moody's                          New York, New York 10007
                                 55 Water Street
Standard & Poor's                New York, New York 10041



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


                                      -34-

<PAGE>



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 Required Notices to Rating Agency and Subservicer.  (See
               Section 11.06 of the Standard Terms)

          Section 11.07  Severability  of Provisions.  (See Section 11.07 of the
               Standard Terms)

          Section  11.08  Supplemental  Provisions  for  Resecuritization.  (See
               Section 11.08 of the Standard Terms)

        Section 11.09 Allocation of Voting Rights.

        98.0% of all of the Voting Rights shall be allocated among Holders of
Certificates, other than the Class A-V Certificates and Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates; 1% of all Voting Rights shall be allocated among the Holders of
the Class A-V Certificates in accordance with their respective Percentage
Interests, and 1% of all Voting Rights shall be allocated among the Holders of
the Class R Certificates in accordance with their respective Percentage
Interests.


                                      -35-

<PAGE>



                                   ARTICLE XII

                                   [RESERVED]



                                      -36-

<PAGE>




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


[Seal]                                          RESIDENTIAL FUNDING MORTGAGE
                                                        SECURITIES I, INC.

Attest:                                         By:
        ---------------------------------------
        Name:  Lisa Lundsten                            Name:  Randy Van Zee
        Title:   Vice President                         Title: Vice President



[Seal]
                                                RESIDENTIAL FUNDING CORPORATION

Attest:                                         By:
        ---------------------------------------
        Name:  Randy Van Zee                            Name:  Lisa Lundsten
        Title:   Director                               Title: Managing Director



[Seal]                                          BANK ONE, NATIONAL ASSOCIATION
                                                                  as Trustee

Attest:
        ---------------------------------------
        Name:                                   By:
                                                   -----------------------------
        Title:                                          Name:  Keith Richardson
                                                        Title: Vice President




                                             -1-

<PAGE>




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

               On the 27th day of September, 2001 before me, a notary public in
and for said State, personally appeared Randy Van Zee, known to me to be a Vice
President of Residential Funding Mortgage Securities I, 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]


                                             -2-

<PAGE>




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

               On the 27th day of September, 2001 before me, a notary public in
and for said State, personally appeared Lisa Lundsten, known to me to be a
Managing 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]


                                             -3-

<PAGE>




STATE OF                        )
                                ) ss.:
COUNTY OF                       )

               On the 27th day of September, 2001 before me, a notary public in
and for said State, personally appeared Keith Richardson, known to me to be a
Vice President of Bank One, 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 banking corporation and acknowledged to me that
such banking corporation executed the within instrument.

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


                                                    Notary Public

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


[Notarial Seal]



                                             -4-

<PAGE>



                                   EXHIBIT ONE
                             MORTGAGE LOAN SCHEDULE
                            (Available Upon Request)

  RUN ON     : 09/20/01           RFC DISCLOSURE SYSTEM       RFFSDFIX-01
  AT         : 08.23.59           FIXED PASSTHRU REPORT       AMORTIZED BALANCE
  SERIES     : RFMSI 2001-S21                                 CUTOFF : 09/01/01
  POOL       : 0004535
             :
             :
  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
  ------------------------------------------------------------------------

      4512086                              .2500
      353,732.89                          .0800
            6.6250                         .0000
            6.3750                         .0000
            6.2950                         .0000
            6.2500                         .0450

      4517056                              .2500
      367,656.44                          .0800
            6.7500                         .0000
            6.5000                         .0000
            6.4200                         .0000
            6.2500                         .1700

      4593564                              .2500
      590,321.59                          .0800
            6.8750                         .0000
            6.6250                         .0000
            6.5450                         .0000
            6.2500                         .2950

      4615845                              .2500
      477,048.54                          .0800
            7.0000                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.2500                         .4200

      4628888                              .2500
      345,448.05                          .0800
            6.7500                         .0000
            6.5000                         .0000
            6.4200                         .0000
            6.2500                         .1700

      4642341                              .2500
      404,891.30                          .0800
            7.2500                         .0000
            7.0000                         .0000
            6.9200                         .0000
            6.2500                         .6700
1



      4716035                              .2500
      531,989.99                          .0800
            6.7500                         .0000
            6.5000                         .0000
            6.4200                         .0000
            6.2500                         .1700

      4722593                              .2500
      514,426.61                          .0800
            7.3750                         .0000
            7.1250                         .0000
            7.0450                         .0000
            6.2500                         .7950

      4733403                              .2500
      324,927.50                          .0800
            6.6250                         .0000
            6.3750                         .0000
            6.2950                         .0000
            6.2500                         .0450

      4738557                              .2500
      427,798.03                          .0800
            6.7500                         .0000
            6.5000                         .0000
            6.4200                         .0000
            6.2500                         .1700

      4749285                              .2500
      357,686.79                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            6.2200                         .0000

      4753660                              .2500
      118,501.00                          .0800
            6.8750                         .0000
            6.6250                         .0000
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            6.2500                         .2950

      5427990                              .2500
      370,000.00                          .0800
            7.0000                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.2500                         .4200

      5428043                              .2500
      212,900.00                          .0800
            7.1250                         .0000
            6.8750                         .0000
            6.7950                         .0000
            6.2500                         .5450

      5428214                              .2500
      274,200.00                          .0800
            7.2500                         .0000
            7.0000                         .0000
            6.9200                         .0000
            6.2500                         .6700
1



      5428224                              .2500
      200,000.00                          .0800
            6.8750                         .0000
            6.6250                         .0000
            6.5450                         .0000
            6.2500                         .2950

      5428274                              .2500
      496,458.16                          .0800
            6.7500                         .0000
            6.5000                         .0000
            6.4200                         .0000
            6.2500                         .1700

      5436011                              .2500
      315,000.00                          .0800
            6.8750                         .0000
            6.6250                         .0000
            6.5450                         .0000
            6.2500                         .2950

      5439094                              .2500
      353,000.00                          .0800
            6.6250                         .0000
            6.3750                         .0000
            6.2950                         .0000
            6.2500                         .0450

      5439097                              .2500
      975,000.00                          .0800
            7.0000                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.2500                         .4200

      5439280                              .2500
      373,900.00                          .0800
            7.0000                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.2500                         .4200

      5439429                              .2500
      298,060.10                          .0800
            6.7500                         .0000
            6.5000                         .0000
            6.4200                         .0000
            6.2500                         .1700

      5458727                              .2500
      450,000.00                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            6.2200                         .0000
1



      5459492                              .2500
      404,000.00                          .0800
            7.1250                         .0000
            6.8750                         .0000
            6.7950                         .0000
            6.2500                         .5450

      5462284                              .2500
      311,000.00                          .0800
            6.8750                         .0000
            6.6250                         .0000
            6.5450                         .0000
            6.2500                         .2950

      5471303                              .2500
      205,000.00                          .0800
            7.2500                         .0000
            7.0000                         .0000
            6.9200                         .0000
            6.2500                         .6700

      5471348                              .2500
      487,700.00                          .0800
            7.0000                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.2500                         .4200

      5471877                              .2500
      600,000.00                          .0300
            6.5000                         .0000
            6.2500                         .0000
            6.2200                         .0000
            6.2200                         .0000

      5476514                              .2500
      400,000.00                          .0800
            6.8750                         .0000
            6.6250                         .0000
            6.5450                         .0000
            6.2500                         .2950

      5477850                              .2500
      406,200.33                          .0800
            6.8750                         .0000
            6.6250                         .0000
            6.5450                         .0000
            6.2500                         .2950

      5477863                              .2500
      299,073.91                          .0800
            7.2500                         .0000
            7.0000                         .0000
            6.9200                         .0000
            6.2500                         .6700
1



      5477864                              .2500
      103,783.18                          .0800
            7.0000                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.2500                         .4200

      5477865                              .2500
      395,787.80                          .0800
            7.3750                         .0000
            7.1250                         .0000
            7.0450                         .0000
            6.2500                         .7950

      5477867                              .2500
      304,058.48                          .0800
            7.2500                         .0000
            7.0000                         .0000
            6.9200                         .0000
            6.2500                         .6700

      5477868                              .2500
      314,972.14                          .0800
            6.8750                         .0000
            6.6250                         .0000
            6.5450                         .0000
            6.2500                         .2950

      5477871                              .2500
      348,883.72                          .0800
            6.8750                         .0000
            6.6250                         .0000
            6.5450                         .0000
            6.2500                         .2950

      5477874                              .2500
      370,813.55                          .0800
            6.8750                         .0000
            6.6250                         .0000
            6.5450                         .0000
            6.2500                         .2950

      5477876                              .2500
      394,764.16                          .0800
            7.1250                         .0000
            6.8750                         .0000
            6.7950                         .0000
            6.2500                         .5450

      5483355                              .2500
      395,000.00                          .0800
            6.7500                         .0000
            6.5000                         .0000
            6.4200                         .0000
            6.2500                         .1700
1



      5483391                              .2500
      550,000.00                          .0800
            6.8750                         .0000
            6.6250                         .0000
            6.5450                         .0000
            6.2500                         .2950

      5483417                              .2500
      493,000.00                          .0800
            6.7500                         .0000
            6.5000                         .0000
            6.4200                         .0000
            6.2500                         .1700

      5494530                              .2500
      556,000.00                          .0800
            6.6250                         .0000
            6.3750                         .0000
            6.2950                         .0000
            6.2500                         .0450

      5506504                              .2500
      316,000.00                          .0800
            7.0000                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.2500                         .4200

      5512552                              .2500
      290,144.12                          .0800
            6.9500                         .0000
            6.7000                         .0000
            6.6200                         .0000
            6.2500                         .3700

      5517328                              .2500
      375,581.93                          .0800
            6.8750                         .0000
            6.6250                         .0000
            6.5450                         .0000
            6.2500                         .2950

      5528660                              .2500
      378,250.00                          .0800
            6.7500                         .0000
            6.5000                         .0000
            6.4200                         .0000
            6.2500                         .1700

  TOTAL NUMBER OF LOANS:      565
  TOTAL BALANCE........:        229,108,266.79


  RUN ON     : 09/20/01            RFC DISCLOSURE SYSTEM      RFFSDFIX-01
  AT         : 08.23.59            INITIAL SECURITY FEES      AMORTIZED BALANCE
  SERIES     : RFMSI 2001-S21       FIXED SUMMARY REPORT      CUTOFF : 09/01/01
  POOL       : 0004535
             :
             :
  POOL STATUS: F

                                   WEIGHTED AVERAGES      FROM         TO
  ---------------------------------------------------------------------------
  CURR NOTE RATE                        6.8929            5.7500      7.6250
  RFC NET RATE                          6.6290            5.5000      7.3750
  NET MTG RATE(INVSTR RATE)             6.5536            5.4700      7.2950
  POST STRIP RATE                       6.2358            5.4700      6.2500
  SUB SERV FEE                           .2638             .2500       .7500
  MSTR SERV FEE                          .0754             .0300        .0800
  ALL EXP                                .0000             .0000       .0000
  MISC EXP                               .0000             .0000       .0000
  SPREAD                                 .0000             .0000       .0000
  STRIP                                  .3178             .0000      1.0450







  TOTAL NUMBER OF LOANS:   565
  TOTAL BALANCE........:     229,108,266.79


                             ***************************
                             *      END OF REPORT      *
                             ***************************
  RUN ON     : 09/20/01           RFC DISCLOSURE SYSTEM       RFFSD177-01
  AT         : 08.23.59          FIXED RATE LOAN LISTING      AMORTIZED BALANCE
  SERIES     : RFMSI 2001-S21                                 CUTOFF : 09/01/01
  POOL       : 0004535
             :
             :
  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 #
  ______________________________________________________________________________


    4512086          822/G01             F          360,000.00         ZZ
                                         180        353,732.89          1
                                       6.625          3,160.78         57
                                       6.375          3,160.78
    BETHESDA         MD   20817          2            04/25/01         00
    0432846830                           05           06/01/01          0
    0126082855                           O            05/01/16
    0


    4517056          994/X14             F          373,750.00         ZZ
                                         180        367,656.44          1
                                       6.750          3,307.35         65
                                       6.500          3,307.35
    BATON ROUGE      LA   70808          2            03/30/01         00
    5018132979                           05           05/01/01          0
    5018132979                           O            04/01/16
    0


    4593564          G75/G75             F          600,000.00         ZZ
                                         180        590,321.59          1
                                       6.875          5,351.13         44
                                       6.625          5,351.13
    ANNAPOLIS        MD   21401          2            03/22/01         00
    04279902                             05           05/01/01          0
    04279902                             O            04/01/16
    0


    4615845          757/G01             F          483,200.00         ZZ
                                         180        477,048.54          1
                                       7.000          4,343.14         80
                                       6.750          4,343.14
    SPARKS           MD   21152          2            04/20/01         00
    0432758308                           05           06/01/01          0
1


    TANIOCR                              O            05/01/16
    0


    4628888          R65/G01             F          350,000.00         ZZ
                                         180        345,448.05          1
                                       6.750          3,097.18         67
                                       6.500          3,097.18
    GAITHERSBURG     MD   20879          2            04/24/01         00
    0432782316                           03           06/01/01          0
    20011753                             O            05/01/16
    0


    4642341          994/994             F          410,000.00         ZZ
                                         180        404,891.30          1
                                       7.250          3,742.74         30
                                       7.000          3,742.74
    MENDHAM          NJ   07945          1            04/20/01         00
    001999991668                         05           06/01/01          0
    001999991668                         O            05/01/16
    0


    4716035          E82/G01             F          539,000.00         ZZ
                                         180        531,989.99          1
                                       6.750          4,769.66         59
                                       6.500          4,769.66
    MAHWAH           NJ   07430          2            04/23/01         00
    0400410189                           05           06/01/01          0
    0400410189                           O            05/01/16
    0


    4722593          994/994             F          538,000.00         ZZ
                                         180        514,426.61          1
                                       7.375          4,949.19         77
                                       7.125          4,949.19
    OKLAHOMA CITY    OK   73120          2            05/11/01         00
    1817879851                           05           07/01/01          0
    1817879851                           O            06/01/16
    0


    4733403          181/181             F          331,500.00         ZZ
                                         180        324,927.50          1
                                       6.625          2,910.55         55
                                       6.375          2,910.55
    PORTLAND         OR   97229          2            02/23/01         00
    613476802                            03           04/01/01          0
    613476802                            O            03/01/16
    0


1


    4738557          N74/G01             F          432,000.00         ZZ
                                         180        427,798.03          1
                                       6.750          3,822.81         48
                                       6.500          3,822.81
    AUSTIN           TX   78746          5            05/16/01         00
    0432917508                           05           07/01/01          0
    0028792010                           O            06/01/16
    0


    4749285          181/181             F          365,000.00         ZZ
                                         180        357,686.79          1
                                       6.500          3,179.55         45
                                       6.250          3,179.55
    EDINA            MN   55424          2            02/22/01         00
    613574889                            05           04/01/01          0
    613574889                            O            03/01/16
    0


    4753660          Q73/G01             F          119,900.00         ZZ
                                         120        118,501.00          1
                                       6.875          1,384.43         50
                                       6.625          1,384.43
    OLIVE BRANCH     MS   38654          2            06/15/01         00
    0432938793                           05           08/01/01          0
    2805795                              O            07/01/11
    0


    4777207          144/144             F          365,000.00         ZZ
                                         180        362,588.57          1
                                       6.500          3,179.54         46
                                       6.250          3,179.54
    BEDFORD          NY   10506          1            06/08/01         00
    160667626                            05           08/01/01          0
    12574666                             O            07/01/16
    0


    4788173          025/025             F          550,000.00         ZZ
                                         180        538,269.20          1
                                       5.750          4,567.26         78
                                       5.500          4,567.26
    HOPKINTON        MA   01748          4            02/02/01         00
    138629894                            05           04/01/01          0
    138629894                            O            03/01/16
    0


    4798356          225/G01             F          400,050.00         T
                                         180        392,365.89          1
                                       7.000          3,595.76         50
                                       6.750          3,595.76
1


    BLUFFTON         SC   29910          1            03/01/01         00
    0432832293                           03           04/01/01          0
    6525320                              O            03/01/16
    0


    4806888          664/G01             F          400,000.00         ZZ
                                         180        396,109.28          1
                                       6.750          3,539.64         68
                                       6.500          3,539.64
    SAN DIEGO        CA   92130          5            05/30/01         00
    0432967826                           05           07/01/01          0
    8092694                              O            06/01/16
    0


    4817931          994/X14             F          941,800.00         ZZ
                                         180        932,639.30          1
                                       6.750          8,334.08         32
                                       6.500          8,334.08
    PARADISE VALLEY  AZ   85253          2            05/23/01         00
    1818344780                           05           07/01/01          0
    1818344780                           O            06/01/16
    0


    4828184          T27/G01             F          394,000.00         ZZ
                                         120        387,131.07          1
                                       7.000          4,574.67         80
                                       6.750          4,574.67
    GALESBURG        MI   49053          2            05/25/01         14
    0433115748                           29           07/01/01          6
    921501004581                         O            06/01/11
    0


    4846207          225/G01             F          388,000.00         ZZ
                                         180        381,332.27          1
                                       6.125          3,300.42         57
                                       5.875          3,300.42
    PITTSBURGH       PA   15238          5            03/23/01         00
    0432839173                           05           05/01/01          0
    6205554                              O            04/01/16
    0


    4854907          225/G01             F          390,000.00         ZZ
                                         180        384,818.81          1
                                       6.500          3,397.32         60
                                       6.250          3,397.32
    WOODBRIDGE       CT   06525          2            04/03/01         00
    0432830289                           05           06/01/01          0
    6529892                              O            05/01/16
    0
1




    4857016          225/G01             F          325,000.00         ZZ
                                         180        320,682.35          1
                                       6.500          2,831.10         56
                                       6.250          2,831.10
    HOUSTON          TX   77057          1            04/11/01         00
    0432838787                           03           06/01/01          0
    725748300                            O            05/01/16
    0


    4868297          588/G01             F          415,000.00         ZZ
                                         180        413,647.48          1
                                       6.625          3,643.67         64
                                       6.375          3,643.67
    EAST HANOVER     NJ   07936          2            07/05/01         00
    0433075470                           05           09/01/01          0
    000010434339                         O            08/01/16
    0


    4870880          964/G01             F          442,500.00         ZZ
                                         180        442,500.00          1
                                       6.625          3,885.12         75
                                       6.375          3,885.12
    MISSION VIEJO    CA   92692          5            08/02/01         00
    0433075165                           03           10/01/01          0
    122263                               O            09/01/16
    0


    4882698          144/144             F          198,000.00         ZZ
                                         180        197,354.69          1
                                       6.625          1,738.43         67
                                       6.375          1,738.43
    POUGHKEEPSIE     NY   12601          1            07/02/01         00
    160668475                            05           09/01/01          0
    160668475                            O            08/01/16
    0


    4887187          116/116             F          700,000.00         ZZ
                                         180        695,522.07          1
                                       6.875          6,242.99         75
                                       6.625          6,242.99
    THE WOODLANDS    TX   77381          1            06/08/01         00
    091068930                            03           08/01/01          0
    091068930                            O            07/01/16
    0


    4889965          550/550             F        1,000,000.00         ZZ
                                         180        990,356.24          1
1


                                       6.850          8,904.64         18
                                       6.600          8,904.64
    SAN FRANCISCO    CA   94118          2            05/15/01         00
    120521377                            05           07/01/01          0
    120521377                            O            06/01/16
    0


    4903778          M05/G01             F          131,250.00         ZZ
                                         180        130,857.93          1
                                       7.625          1,226.05         75
                                       7.375          1,226.05
    DEER PARK        NY   11729          1            07/24/01         00
    0433085115                           05           09/01/01          0
    12901                                O            08/01/16
    0


    4906007          Q73/G01             F          103,650.00         ZZ
                                         180        103,008.15          1
                                       7.250            946.18         75
                                       7.000            946.18
    ALBANY           GA   31707          2            06/21/01         00
    0432992816                           05           08/01/01          0
    5436792                              O            07/01/16
    0


    4925114          W64/G01             F          600,000.00         T
                                         120        578,755.22          1
                                       6.875          6,927.92         49
                                       6.625          6,927.92
    NEW YORK         NY   10017          1            02/28/01         00
    0433010030                           06           04/01/01          0
    7116908                              O            03/01/11
    0


    4925206          W64/G01             F          400,000.00         ZZ
                                         180        394,685.97          1
                                       6.500          3,484.43         59
                                       6.250          3,484.43
    RYEBROOK         NY   10573          2            04/30/01         00
    0432896348                           03           06/01/01          0
    7036908                              O            05/01/16
    0


    4928103          J95/G01             F          450,000.00         T
                                         180        445,622.95          1
                                       6.750          3,982.09         44
                                       6.500          3,982.09
    BEAUFORT         NC   28516          2            05/11/01         00
    0432868347                           05           07/01/01          0
1


    0020163465                           O            06/01/16
    0


    4935907          G52/G01             F          132,000.00         ZZ
                                         180        130,756.79          1
                                       7.125          1,195.70         53
                                       6.875          1,195.70
    RANCHO CUCAMONG  CA   91701          2            05/14/01         00
    0433136769                           05           07/01/01          0
    8305000374                           O            06/01/16
    0


    4939525          N47/G01             F          296,000.00         ZZ
                                         180        295,045.67          1
                                       6.750          2,619.33         61
                                       6.500          2,619.33
    WOODACRE         CA   94973          2            07/12/01         00
    0433085677                           05           09/01/01          0
    20310793                             O            08/01/16
    0


    4943633          L46/L46             F          738,500.00         ZZ
                                         180        733,450.38          1
                                       6.375          6,382.49         70
                                       6.125          6,382.49
    BLOOMFIELD HILL  MI   48304          2            06/14/01         00
    0003023264                           05           08/01/01          0
    0003023264                           O            07/01/16
    0


    4944749          R65/G01             F          399,900.00         ZZ
                                         180        395,926.25          1
                                       6.500          3,483.56         47
                                       6.250          3,483.56
    CLARKSVILLE      MD   21029          2            05/16/01         00
    0432869097                           05           07/01/01          0
    20012415                             O            06/01/16
    0


    4953874          367/367             F          392,000.00         ZZ
                                         180        389,382.35          1
                                       6.375          3,387.86         64
                                       6.125          3,387.86
    ARLINGTON        VA   22207          2            06/01/01         00
    0104005166                           05           08/01/01          0
    0104005166                           O            07/01/16
    0


1


    4956333          369/G01             F          649,950.00         ZZ
                                         180        647,899.43          1
                                       7.000          5,841.94         68
                                       6.750          5,841.94
    CHATHAM          NJ   07928          5            07/23/01         00
    0433098647                           05           09/01/01          0
    16831189                             O            08/01/16
    0


    4963304          E84/G01             F          365,000.00         ZZ
                                         180        360,252.96          1
                                       6.750          3,229.92         58
                                       6.500          3,229.92
    OAKLAND          CA   94619          1            04/23/01         00
    0432866069                           05           06/01/01          0
    53510047                             O            05/01/16
    0


    4966013          E86/G01             F          399,950.00         ZZ
                                         180        397,335.84          1
                                       6.625          3,511.54         60
                                       6.375          3,511.54
    CLARKSTON        MI   48348          1            06/29/01         00
    0433081528                           05           08/01/01          0
    0000126991                           O            07/01/16
    0


    4967639          E33/G01             F          500,000.00         ZZ
                                         180        496,766.83          1
                                       6.750          4,424.55         44
                                       6.500          4,424.55
    LAKE FOREST      IL   60045          2            06/11/01         00
    0432898880                           05           08/01/01          0
    WILDE                                O            07/01/16
    0


    4977095          076/076             F          368,500.00         ZZ
                                         180        364,838.27          1
                                       6.500          3,210.03         69
                                       6.250          3,210.03
    BEVERLY          MA   01915          2            05/11/01         00
    4691583                              05           07/01/01          0
    4691583                              O            06/01/16
    0


    4978874          664/G01             F          300,000.00         ZZ
                                         180        298,080.90          1
                                       6.875          2,675.57         80
                                       6.625          2,675.57
1


    SYLMAR           CA   91342          1            06/21/01         00
    0433038502                           05           08/01/01          0
    0008166928                           O            07/01/16
    0


    4979434          575/G01             F          336,000.00         ZZ
                                         180        334,951.41          1
                                       7.125          3,043.59         74
                                       6.875          3,043.59
    VIENNA           VA   22182          5            07/09/01         00
    0433060951                           05           09/01/01          0
    11991429                             O            08/01/16
    0


    4991304          975/G01             F          304,000.00         ZZ
                                         180        302,096.91          1
                                       7.125          2,753.73         70
                                       6.875          2,753.73
    DIAMOND BAR      CA   91765          2            06/07/01         00
    0433000106                           05           08/01/01          0
    2012497                              O            07/01/16
    0


    4994431          964/G01             F          165,000.00         ZZ
                                         180        163,955.82          1
                                       7.000          1,483.07         69
                                       6.750          1,483.07
    WOODLAKE         CA   93286          5            06/27/01         00
    0432991586                           05           08/01/01          0
    125612                               O            07/01/16
    0


    4997297          E86/G01             F          324,000.00         ZZ
                                         180        322,932.61          1
                                       6.500          2,822.39         70
                                       6.250          2,822.39
    MONROE           CT   06468          2            07/16/01         00
    0433028263                           05           09/01/01          0
    105734                               O            08/01/16
    0


    5001494          U62/G01             F          323,000.00         ZZ
                                         180        320,607.43          1
                                       6.875          2,880.69         48
                                       6.625          2,880.69
    DENVER           CO   80220          2            06/04/01         00
    0433098266                           05           08/01/01          0
    2001252919                           O            07/01/16
    0
1




    5004041          H06/G01             F          390,000.00         ZZ
                                         180        388,742.60          1
                                       6.750          3,451.15         57
                                       6.500          3,451.15
    ROCHESTER        MN   55902          2            07/11/01         00
    0433110269                           05           09/01/01          0
    0600044473                           O            08/01/16
    0


    5007869          225/G01             F          610,000.00         T
                                         180        602,066.57          1
                                       6.750          5,397.95         43
                                       6.500          5,397.95
    LONGPORT         NJ   08031          1            04/18/01         00
    0432936391                           05           06/01/01          0
    6533064                              O            05/01/16
    0


    5008431          E86/G01             F          575,000.00         ZZ
                                         180        573,166.11          1
                                       6.875          5,128.16         40
                                       6.625          5,128.16
    WESTPORT         CT   06880          2            07/13/01         00
    0433020450                           05           09/01/01          0
    0000095356                           O            08/01/16
    0


    5008801          225/G01             F          335,000.00         ZZ
                                         180        330,454.33          1
                                       6.250          2,872.37         80
                                       6.000          2,872.37
    CHAPEL HILL      NC   27514          2            04/18/01         00
    0432936615                           05           06/01/01          0
    7257602                              O            05/01/16
    0


    5009093          944/G01             F          315,000.00         ZZ
                                         180        313,984.41          1
                                       6.750          2,787.47         55
                                       6.500          2,787.47
    LOS ALAMITOS (A  CA   90720          2            07/06/01         00
    0433019726                           05           09/01/01          0
    W88019715                            O            08/01/16
    0


    5009541          225/G01             F        1,000,000.00         ZZ
                                         180        986,714.89          1
1


                                       6.500          8,711.08         61
                                       6.250          8,711.08
    SARASOTA         FL   34242          1            04/27/01         00
    0432936664                           05           06/01/01          0
    725742900                            O            05/01/16
    0


    5012779          144/144             F          345,000.00         ZZ
                                         180        343,899.66          1
                                       6.875          3,076.90         44
                                       6.625          3,076.90
    SOUTHAMPTON      NY   11968          5            07/02/01         00
    160668863                            05           09/01/01          0
    160668863                            O            08/01/16
    0


    5013219          356/G01             F          474,300.00         ZZ
                                         180        472,819.80          1
                                       7.125          4,296.36         64
                                       6.875          4,296.36
    NEWARK           CA   94560          2            07/12/01         00
    0433053691                           05           09/01/01          0
    28850311                             O            08/01/16
    0


    5016144          A50/G01             F          150,000.00         ZZ
                                         180        148,493.51          1
                                       6.375          1,296.38         60
                                       6.125          1,296.38
    RYDEL            GA   30171          5            05/21/01         00
    0432992147                           05           07/01/01          0
    374696                               O            06/01/16
    0


    5021080          964/G01             F          215,000.00         ZZ
                                         180        215,000.00          1
                                       6.625          1,887.69         64
                                       6.375          1,887.69
    ARROYO GRANDE    CA   93420          2            08/23/01         00
    0433135456                           05           10/01/01          0
    132382                               O            09/01/16
    0


    5025813          B60/G01             F          315,000.00         ZZ
                                         180        313,049.34          1
                                       7.250          2,875.52         75
                                       7.000          2,875.52
    SANTA ANA        CA   92705          2            05/30/01         00
    0433051323                           05           08/01/01          0
1


    333659                               O            07/01/16
    0


    5027395          A06/G01             F          475,000.00         ZZ
                                         180        473,485.04          1
                                       6.875          4,236.31         75
                                       6.625          4,236.31
    HUNTINGTON WOOD  MI   48070          2            07/09/01         00
    0433044377                           05           09/01/01          0
    1000010012640                        O            08/01/16
    0


    5030176          964/G01             F          470,000.00         ZZ
                                         180        468,500.99          1
                                       6.875          4,191.72         63
                                       6.625          4,191.72
    LAKE OSWEGO      OR   97034          2            07/24/01         00
    0433038593                           05           09/01/01          0
    132624                               O            08/01/16
    0


    5033631          R65/G01             F          505,000.00         ZZ
                                         180        503,389.37          1
                                       6.875          4,503.86         69
                                       6.625          4,503.86
    UPPER SADDLE RI  NJ   07458          2            07/13/01         00
    0433016573                           05           09/01/01          0
    20013693                             O            08/01/16
    0


    5037164          994/X14             F          335,000.00         ZZ
                                         180        328,511.97          1
                                       6.500          2,918.21         56
                                       6.250          2,918.21
    CORNELIUS        NC   28031          2            03/26/01         00
    0402632472                           03           05/01/01          0
    0402632472                           O            04/01/16
    0


    5037165          994/X14             F          300,000.00         ZZ
                                         180        297,018.92          1
                                       6.500          2,613.33         66
                                       6.250          2,613.33
    NORWALK          CT   06850          1            05/31/01         00
    1000280996                           05           07/01/01          0
    1000280996                           O            06/01/16
    0


1


    5037166          994/X14             F          378,900.00         ZZ
                                         180        373,919.44          1
                                       6.625          3,326.72         60
                                       6.375          3,326.72
    ATLANTA          GA   30327          5            04/24/01         00
    0402672128                           05           06/01/01          0
    0402672128                           O            05/01/16
    0


    5039425          225/G01             F          448,000.00         ZZ
                                         180        442,173.47          1
                                       6.750          3,964.40         50
                                       6.500          3,964.40
    ENGLEWOOD        CO   80111          5            04/25/01         00
    0432936326                           05           06/01/01          0
    7256236                              O            05/01/16
    0


    5039673          225/G01             F          475,000.00         ZZ
                                         180        468,756.24          1
                                       6.625          4,170.47         48
                                       6.375          4,170.47
    CORNELIUS        NC   28031          2            04/24/01         00
    0432936284                           05           06/01/01          0
    6531448                              O            05/01/16
    0


    5045163          964/G01             F          370,000.00         ZZ
                                         180        368,807.08          1
                                       6.750          3,274.17         69
                                       6.500          3,274.17
    PHOENIX          AZ   85018          2            07/03/01         00
    0432996957                           05           09/01/01          0
    131301                               O            08/01/16
    0


    5046053          B60/G01             F          232,500.00         ZZ
                                         180        230,980.30          1
                                       6.625          2,041.34         75
                                       6.375          2,041.34
    IRVINE           CA   92606          2            06/22/01         00
    0433018439                           03           08/01/01          0
    336118                               O            07/01/16
    0


    5052067          356/G01             F          600,000.00         ZZ
                                         180        598,001.99          1
                                       6.375          5,185.51         55
                                       6.125          5,185.51
1


    SARATOGA         CA   95070          1            07/05/01         00
    0433016425                           05           09/01/01          0
    2882280                              O            08/01/16
    0


    5052806          W02/G01             F          577,500.00         ZZ
                                         180        575,697.73          1
                                       7.125          5,231.18         70
                                       6.875          5,231.18
    INDIANAPOLIS     IN   46236          2            07/05/01         00
    0433036126                           05           09/01/01          0
    1000235927                           O            08/01/16
    0


    5055496          994/994             F          392,000.00         ZZ
                                         180        390,736.16          1
                                       6.750          3,468.85         80
                                       6.500          3,468.85
    FLOWER MOUND     TX   75028          2            07/10/01         00
    0218557472                           03           09/01/01          0
    0218557472                           O            08/01/16
    0


    5055743          F97/F97             F          440,000.00         ZZ
                                         180        433,902.58          1
                                       6.000          3,712.97         78
                                       5.750          3,712.97
    CHICAGO          IL   60640          2            04/06/01         00
    8000076535                           05           06/01/01          0
    8000076535                           O            05/01/16
    0


    5057123          R65/G01             F          320,000.00         ZZ
                                         180        318,979.40          1
                                       6.875          2,853.93         47
                                       6.625          2,853.93
    GREAT FALLS      VA   22066          2            07/25/01         00
    0433087541                           05           09/01/01          0
    20014026                             O            08/01/16
    0


    5059391          536/536             F          525,000.00         ZZ
                                         180        523,307.36          1
                                       6.750          4,645.77         62
                                       6.500          4,645.77
    AIEA             HI   96701          2            07/12/01         00
    1295120                              05           09/01/01          0
    1295120                              O            08/01/16
    0
1




    5060324          964/G01             F          350,000.00         ZZ
                                         180        348,883.72          1
                                       6.875          3,121.49         64
                                       6.625          3,121.49
    SIMI VALLEY      CA   93063          1            07/26/01         00
    0433038460                           03           09/01/01          0
    135983                               O            08/01/16
    0


    5061307          H22/G01             F          350,000.00         ZZ
                                         180        348,846.95          1
                                       6.500          3,048.88         39
                                       6.250          3,048.88
    MANHASSET        NY   11030          2            07/06/01         00
    0433000668                           05           09/01/01          0
    1                                    O            08/01/16
    0


    5062950          B57/G01             F          966,000.00         ZZ
                                         180        962,919.07          1
                                       6.875          8,615.31         70
                                       6.625          8,615.31
    SHERMAN OAKS     CA   91423          1            07/06/01         00
    0433118189                           05           09/01/01          0
    2114658                              O            08/01/16
    0


    5064703          L86/G01             F          397,500.00         ZZ
                                         180        396,190.48          1
                                       6.500          3,462.65         75
                                       6.250          3,462.65
    LOS ANGELES      CA   90056          5            07/19/01         00
    0433050622                           05           09/01/01          0
    20507679                             O            08/01/16
    0


    5068858          E22/G01             F           72,000.00         ZZ
                                         180         71,338.26          1
                                       6.875            642.14         40
                                       6.625            642.14
    WEST HARTFORD    CT   06110          5            06/28/01         00
    0412758914                           05           08/01/01          0
    0412758914                           O            07/01/16
    0


    5077394          E22/G01             F          345,000.00         ZZ
                                         180        342,745.01          1
1


                                       6.625          3,029.08         52
                                       6.375          3,029.08
    OMAHA            NE   68023          2            06/29/01         00
    0412738924                           05           08/01/01          0
    0412738924                           O            07/01/16
    0


    5080899          B68/G01             F          500,000.00         ZZ
                                         180        496,766.83          1
                                       6.750          4,424.55         60
                                       6.500          4,424.55
    SOUTHBOROUGH     MA   01772          5            06/14/01         00
    0432972180                           05           08/01/01          0
    1031033841                           O            07/01/16
    0


    5082406          E86/G01             F          336,000.00         ZZ
                                         180        334,916.70          1
                                       6.750          2,973.30         80
                                       6.500          2,973.30
    STRONGSVILLE     OH   44149          1            07/23/01         00
    0433045937                           03           09/01/01          0
    0000087025                           O            08/01/16
    0


    5093518          975/G01             F          325,000.00         ZZ
                                         180        323,974.64          1
                                       7.000          2,921.19         52
                                       6.750          2,921.19
    WALNUT           CA   91789          1            07/13/01         00
    0433033404                           05           09/01/01          0
    2013337                              O            08/01/16
    0


    5097253          E22/G01             F          450,200.00         ZZ
                                         180        447,288.87          1
                                       6.750          3,983.86         53
                                       6.500          3,983.86
    WINSTON-SALEM    NC   27104          5            07/02/01         00
    0412745648                           05           08/01/01          0
    0412745648                           O            07/01/16
    0


    5108269          757/G01             F          512,000.00         ZZ
                                         180        510,419.47          1
                                       7.250          4,673.86         80
                                       7.000          4,673.86
    FAIRFAX          VA   22033          2            07/23/01         00
    0433084274                           03           09/01/01          0
1


    1000325413                           O            08/01/16
    0


    5108950          964/G01             F          430,000.00         ZZ
                                         180        428,628.56          1
                                       6.875          3,834.98         36
                                       6.625          3,834.98
    PALO ALTO        CA   94301          5            07/26/01         00
    0433054582                           05           09/01/01          0
    400135443                            O            08/01/16
    0


    5113482          Q73/G01             F          530,500.00         ZZ
                                         180        528,808.03          1
                                       6.875          4,731.29         26
                                       6.625          4,731.29
    OCEAN SPRINGS    MS   39564          2            07/17/01         00
    0433056447                           05           09/01/01          0
    2784353                              O            08/01/16
    0


    5122798          550/550             F          742,000.00         ZZ
                                         180        739,586.96          1
                                       6.650          6,524.96         46
                                       6.400          6,524.96
    LOS ANGELES      CA   90069          1            06/27/01         00
    120531251                            05           09/01/01          0
    120531251                            O            08/01/16
    0


    5126943          A35/G01             F          370,000.00         ZZ
                                         180        368,832.67          1
                                       7.000          3,325.66         73
                                       6.750          3,325.66
    LAS VEGAS        NV   89113          2            07/19/01         00
    0433065331                           03           09/01/01          0
    00574                                O            08/01/16
    0


    5127871          975/G01             F          305,600.00         ZZ
                                         180        304,646.28          1
                                       7.125          2,768.22         80
                                       6.875          2,768.22
    DIAMOND BAR      CA   91765          1            07/24/01         00
    0433110749                           05           09/01/01          0
    2013395                              O            08/01/16
    0


1


    5128191          664/G01             F          350,000.00         ZZ
                                         180        342,490.62          1
                                       6.625          3,072.98         50
                                       6.375          3,072.98
    CAMARILLO        CA   93010          2            05/21/01         00
    0432944494                           05           07/01/01          0
    0008107872                           O            06/01/16
    0


    5136067          253/253             F          399,950.00         ZZ
                                         180        398,701.83          1
                                       7.125          3,622.87         41
                                       6.875          3,622.87
    FREMONT          CA   94539          2            07/23/01         00
    966994                               03           09/01/01          0
    966994                               O            08/01/16
    0


    5136921          N47/G01             F          400,000.00         ZZ
                                         180        400,000.00          1
                                       6.875          3,567.42         52
                                       6.625          3,567.42
    CARLSBAD         CA   92008          2            08/07/01         00
    0433113206                           05           10/01/01          0
    20310965                             O            09/01/16
    0


    5138052          E23/G01             F          361,000.00         ZZ
                                         180        359,848.64          1
                                       6.875          3,219.59         36
                                       6.625          3,219.59
    SAN CARLOS       CA   94070          2            07/18/01         00
    0433098704                           05           09/01/01          0
    51006207                             O            08/01/16
    0


    5138660          R65/G01             F          399,900.00         ZZ
                                         180        397,341.82          1
                                       6.875          3,566.53         22
                                       6.625          3,566.53
    LIGHTHOUSE POIN  FL   33064          2            06/27/01         00
    0433011137                           05           08/01/01          0
    20013009                             O            07/01/16
    0


    5138663          964/G01             F          360,000.00         ZZ
                                         180        358,864.22          1
                                       7.000          3,235.78         48
                                       6.750          3,235.78
1


    SAN JOSE         CA   95129          2            07/27/01         00
    0433051315                           05           09/01/01          0
    135978                               O            08/01/16
    0


    5139042          624/G01             F          348,700.00         ZZ
                                         180        347,587.86          1
                                       6.875          3,109.90         80
                                       6.625          3,109.90
    ROCKLIN          CA   95677          1            07/18/01         00
    0433041753                           05           09/01/01          0
    36800510813F                         O            08/01/16
    0


    5142027          Q73/G01             F          129,000.00         ZZ
                                         180        128,588.57          1
                                       6.875          1,150.49         28
                                       6.625          1,150.49
    MEMPHIS          TN   38103          2            07/23/01         00
    0433063575                           05           09/01/01          0
    2833686                              O            08/01/16
    0


    5142161          R65/G01             F          622,000.00         ZZ
                                         180        617,977.94          1
                                       6.750          5,504.14         64
                                       6.500          5,504.14
    OWINGS MILLS     MD   21117          2            06/07/01         00
    0433022506                           05           08/01/01          0
    20013120                             O            07/01/16
    0


    5146789          R65/G01             F          624,000.00         ZZ
                                         180        619,965.00          1
                                       6.750          5,521.84         35
                                       6.500          5,521.84
    JUPITER          FL   33477          2            06/27/01         00
    0433008281                           03           08/01/01          0
    20013389                             O            07/01/16
    0


    5148592          356/G01             F          400,000.00         ZZ
                                         180        400,000.00          1
                                       7.125          3,623.33         55
                                       6.875          3,623.33
    MILPITAS         CA   95035          5            07/25/01         00
    0433119195                           05           10/01/01          0
    2875128                              O            09/01/16
    0
1




    5148698          B98/G01             F          300,000.00         ZZ
                                         180        299,053.52          1
                                       7.000          2,696.48         47
                                       6.750          2,696.48
    SANTA CRUZ       CA   95062          5            07/26/01         00
    0433056512                           05           09/01/01          0
    1                                    O            08/01/16
    0


    5149199          994/994             F          342,500.00         ZZ
                                         180        341,407.64          1
                                       6.875          3,054.60         32
                                       6.625          3,054.60
    WILSON           WY   83014          5            07/24/01         00
    1818499568                           05           09/01/01          0
    1818499568                           O            08/01/16
    0


    5150365          664/G01             F           78,500.00         ZZ
                                         180         78,003.21          1
                                       7.000            705.59         46
                                       6.750            705.59
    TUSTIN           CA   92780          2            06/04/01         00
    0432947265                           01           08/01/01          0
    8089179                              O            07/01/16
    0


    5153855          944/G01             F          504,000.00         ZZ
                                         180        504,000.00          1
                                       6.875          4,494.95         34
                                       6.625          4,494.95
    TIBURON          CA   94920          2            08/01/01         00
    0433086139                           05           10/01/01          0
    W01061826                            O            09/01/16
    0


    5156665          K81/G01             F          420,000.00         ZZ
                                         180        418,645.88          1
                                       6.750          3,716.62         47
                                       6.500          3,716.62
    SAN DIEGO        CA   92103          5            07/24/01         00
    0433041613                           05           09/01/01          0
    5700137                              O            08/01/16
    0


    5158884          144/144             F          275,000.00         ZZ
                                         180        275,000.00          2
1


                                       6.875          2,452.60         59
                                       6.625          2,452.60
    YONKERS          NY   10704          2            08/08/01         00
    01EHUANGX                            05           10/01/01          0
    01EHUANGX                            O            09/01/16
    0


    5161677          E86/G01             F          363,200.00         ZZ
                                         180        363,200.00          1
                                       6.500          3,163.86         80
                                       6.250          3,163.86
    LOTHIAN          MD   20711          1            08/17/01         00
    0433127495                           05           10/01/01          0
    0000086674                           O            09/01/16
    0


    5161874          025/025             F          359,000.00         ZZ
                                         180        349,894.83          1
                                       6.500          3,127.28         69
                                       6.250          3,127.28
    WINDERMERE       FL   34786          2            03/30/01         00
    0138963053                           03           05/01/01          0
    0138963053                           O            04/01/16
    0


    5162015          025/025             F          335,000.00         ZZ
                                         180        330,596.50          1
                                       6.625          2,941.28         57
                                       6.375          2,941.28
    HARRISON         TN   37341          5            04/25/01         00
    0025707449                           05           06/01/01          0
    0025707449                           O            05/01/16
    0


    5162830          664/G01             F          355,000.00         ZZ
                                         180        351,583.79          1
                                       6.875          3,166.09         79
                                       6.625          3,166.09
    GILBERT          AZ   85234          2            05/08/01         00
    0432975266                           03           07/01/01          0
    0008048597                           O            06/01/16
    0


    5163594          757/G01             F          327,500.00         ZZ
                                         180        326,489.02          1
                                       7.250          2,989.63         60
                                       7.000          2,989.63
    FAIRFIELD        CT   06430          2            06/28/01         00
    0433117678                           05           09/01/01          0
1


    1000290286                           O            08/01/16
    0


    5166275          E22/G01             F          100,100.00         ZZ
                                         180         99,777.27          1
                                       6.750            885.79         59
                                       6.500            885.79
    RANCHO CUCAMONG  CA   90701          5            07/05/01         00
    0412722324                           05           09/01/01          0
    0412722324                           O            08/01/16
    0


    5166489          E22/G01             F          406,000.00         ZZ
                                         180        404,719.09          1
                                       7.000          3,649.24         70
                                       6.750          3,649.24
    CORAL SPRINGS    FL   33076          1            07/19/01         00
    0412763609                           03           09/01/01          0
    0412763609                           O            08/01/16
    0


    5166665          664/G01             F          565,260.00         ZZ
                                         180        561,304.85          1
                                       6.750          5,002.04         60
                                       6.500          5,002.04
    BEVERLY HILLS    CA   90211          2            06/07/01         00
    0432967065                           05           08/01/01          0
    0008088643                           O            07/01/16
    0


    5166703          025/025             F          344,400.00         ZZ
                                         180        340,977.76          1
                                       6.500          3,000.09         68
                                       6.250          3,000.09
    BILLINGS         MT   59106          2            05/08/01         00
    139018717                            05           07/01/01          0
    139018717                            O            06/01/16
    0


    5166832          025/025             F          500,000.00         ZZ
                                         180        496,420.16          1
                                       6.625          4,389.97         44
                                       6.375          4,389.97
    PORTLAND         OR   97219          5            06/01/01         00
    0130333396                           05           08/01/01          0
    0130333396                           O            07/01/16
    0


1


    5168369          025/025             F          650,000.00         ZZ
                                         180        643,261.20          1
                                       6.000          5,485.07         60
                                       5.750          5,485.07
    BETHESDA         MD   20816          1            05/31/01         00
    0139044283                           05           07/01/01          0
    0139044283                           O            06/01/16
    0


    5168952          025/025             F          447,600.00         ZZ
                                         180        441,462.11          1
                                       6.125          3,807.40         80
                                       5.875          3,807.40
    PORTLAND         OR   97225          1            04/26/01         00
    0130285612                           05           06/01/01          0
    0130285612                           O            05/01/16
    0


    5170061          893/G01             F          380,000.00         ZZ
                                         180        378,801.12          2
                                       7.000          3,415.55         47
                                       6.750          3,415.55
    SAN FRANCISCO    CA   94115          2            07/25/01         00
    0433046869                           05           09/01/01          0
    M10721021                            O            08/01/16
    0


    5170176          664/G01             F          704,300.00         ZZ
                                         180        697,522.48          1
                                       6.875          6,281.34         66
                                       6.625          6,281.34
    DULUTH           GA   30097          2            05/25/01         00
    0432972578                           03           07/01/01          0
    0008110165                           O            06/01/16
    0


    5170305          664/G01             F          550,000.00         ZZ
                                         180        546,443.51          1
                                       6.750          4,867.01         69
                                       6.500          4,867.01
    LOS ANGELES      CA   90025          2            06/07/01         00
    0432968899                           05           08/01/01          0
    0008088734                           O            07/01/16
    0


    5171197          025/025             F          650,000.00         ZZ
                                         180        638,512.52          1
                                       6.750          5,751.91         65
                                       6.500          5,751.91
1


    NICEVILLE        FL   32578          1            04/30/01         00
    0025356288                           05           06/01/01          0
    0025356288                           O            05/01/16
    0


    5173514          405/405             F          320,000.00         ZZ
                                         180        315,944.78          1
                                       7.000          2,876.25         43
                                       6.500          2,876.25
    LOS ANGELES      CA   91325          2            05/31/01         00
    0017265018                           05           07/01/01          0
    0017265018                           O            06/01/16
    0


    5173525          405/405             F          250,000.00         ZZ
                                         180        248,299.80          1
                                       6.875          2,229.64         46
                                       6.500          2,229.64
    SAN FRANCISCO    CA   94116          5            06/01/01         00
    0017443847                           05           08/01/01          0
    0017443847                           O            07/01/16
    0


    5173527          405/405             F          200,000.00         ZZ
                                         180        198,734.34          1
                                       7.000          1,797.66         39
                                       6.500          1,797.66
    WEST HILLS       CA   91307          5            06/05/01         00
    0017479460                           05           08/01/01          0
    0017479460                           O            07/01/16
    0


    5173529          405/405             F          310,000.00         ZZ
                                         180        307,995.44          1
                                       6.750          2,743.22         43
                                       6.500          2,743.22
    PLEASANTON       CA   94566          2            06/06/01         00
    0017501693                           05           08/01/01          0
    0017501693                           O            07/01/16
    0


    5173530          405/405             F          150,000.00         ZZ
                                         180        148,628.91          1
                                       6.750          1,327.37         70
                                       6.500          1,327.37
    LOS ANGELES      CA   91356          2            06/20/01         00
    0017507070                           01           08/01/01          0
    0017507070                           O            07/01/16
    0
1




    5173531          405/405             F          393,000.00         ZZ
                                         180        390,458.73          1
                                       6.750          3,477.70         30
                                       6.500          3,477.70
    PHOENIX          AZ   85023          2            06/29/01         00
    0017509282                           03           08/01/01          0
    0017509282                           O            07/01/16
    0


    5173533          405/405             F          115,000.00         ZZ
                                         180        114,295.54          1
                                       7.375          1,057.92         57
                                       6.625          1,057.92
    LOS ANGELES      CA   91335          2            06/20/01         00
    0017532839                           01           08/01/01          0
    0017532839                           O            07/01/16
    0


    5173534          405/405             F          459,300.00         ZZ
                                         180        456,361.84          1
                                       6.875          4,096.29         75
                                       6.500          4,096.29
    FLOWER MOUND     TX   75028          2            06/13/01         00
    0017533878                           03           08/01/01          0
    0017533878                           O            07/01/16
    0


    5173541          405/405             F          275,000.00         ZZ
                                         180        273,259.72          1
                                       7.000          2,471.78         56
                                       6.500          2,471.78
    WEST HOLLYWOOD   CA   90069          1            06/22/01         00
    0017571209                           05           08/01/01          0
    0017571209                           O            07/01/16
    0


    5173542          405/405             F          220,000.00         ZZ
                                         180        219,305.90          1
                                       7.000          1,977.43         51
                                       6.500          1,977.43
    ATASCADERO       CA   93422          5            07/03/01         00
    0017571811                           05           09/01/01          0
    0017571811                           O            08/01/16
    0


    5173775          405/405             F          382,500.00         ZZ
                                         180        380,026.63          1
1


                                       6.750          3,384.78         63
                                       6.500          3,384.78
    VIENNA           VA   22180          2            06/06/01         00
    0012135364                           05           08/01/01          0
    0012135364                           O            07/01/16
    0


    5173780          405/405             F          154,000.00         ZZ
                                         180        152,930.30          1
                                       7.125          1,394.98         62
                                       6.625          1,394.98
    CORONA           CA   92882          2            06/07/01         00
    0012234316                           05           08/01/01          0
    0012234316                           O            07/01/16
    0


    5173808          405/405             F          345,000.00         ZZ
                                         180        342,814.39          1
                                       7.000          3,100.96         54
                                       6.500          3,100.96
    FORT LAUDERDALE  FL   33301          1            06/18/01         00
    0017525163                           03           08/01/01          0
    0017525163                           O            07/01/16
    0


    5173812          405/405             F          370,000.00         ZZ
                                         180        367,555.53          1
                                       6.500          3,223.10         20
                                       6.250          3,223.10
    BEVERLY HILLS    CA   90210          2            06/25/01         00
    0017540618                           05           08/01/01          0
    0017540618                           O            07/01/16
    0


    5173819          405/405             F          360,500.00         ZZ
                                         180        357,472.19          1
                                       6.625          3,165.17         34
                                       6.375          3,165.17
    LOS ANGELES      CA   90049          2            06/23/01         00
    0017551839                           05           08/01/01          0
    0017551839                           O            07/01/16
    0


    5173821          405/405             F          311,200.00         ZZ
                                         180        309,272.87          1
                                       7.250          2,840.83         78
                                       6.750          2,840.83
    SAN FRANCISCO    CA   94110          1            06/20/01         00
    0017556291                           05           08/01/01          0
1


    0017556291                           O            07/01/16
    0


    5173829          405/405             F          340,000.00         ZZ
                                         180        335,753.73          1
                                       6.500          2,961.77         51
                                       6.250          2,961.77
    NORTHRIDGE       CA   91325          5            06/12/01         00
    0019849587                           05           08/01/01          0
    0019849587                           O            07/01/16
    0


    5174160          964/G01             F          399,500.00         ZZ
                                         180        398,225.84          1
                                       6.875          3,562.96         47
                                       6.625          3,562.96
    SAN JOSE         CA   95129          2            07/27/01         00
    0433050374                           05           09/01/01          0
    128606                               O            08/01/16
    0


    5174218          461/461             F          400,000.00         ZZ
                                         180        393,339.42          1
                                       6.500          3,484.43         76
                                       6.250          3,484.43
    TRABUCO CANYON   CA   92679          5            03/23/01         00
    9030392021                           03           05/01/01          0
    9030392021                           O            04/01/16
    0


    5175452          944/G01             F          334,500.00         ZZ
                                         180        334,500.00          1
                                       6.875          2,983.26         76
                                       6.625          2,983.26
    BELLEVUE         WA   98008          2            08/01/01         00
    0433123882                           05           10/01/01          0
    W01062228                            O            09/01/16
    0


    5176198          E22/G01             F          350,000.00         ZZ
                                         180        338,883.72          1
                                       6.875          3,121.49         71
                                       6.625          3,121.49
    MOORESTOWN       NJ   08057          1            07/20/01         00
    0412767824                           05           09/01/01          0
    0412767824                           O            08/01/16
    0


1


    5176207          E22/G01             F          391,000.00         ZZ
                                         180        389,683.94          1
                                       6.250          3,352.52         80
                                       6.000          3,352.52
    PLACIDA          FL   33946          1            07/19/01         00
    0412782344                           01           09/01/01          0
    0412782344                           O            08/01/16
    0


    5176217          E22/G01             F          529,000.00         ZZ
                                         180        527,312.82          1
                                       6.875          4,717.91         79
                                       6.625          4,717.91
    SPRING VALLEY    OH   45370          2            07/16/01         00
    0412792293                           05           09/01/01          0
    0412792293                           O            08/01/16
    0


    5176491          025/025             F          350,000.00         ZZ
                                         180        346,519.37          1
                                       6.500          3,049.78         59
                                       6.250          3,049.78
    WEST DES MOINES  IA   50285          5            05/04/01         00
    0139016927                           05           07/01/01          0
    0139016927                           O            06/01/16
    0


    5176868          Q99/G01             F           71,000.00         ZZ
                                         180         70,768.60          1
                                       6.625            623.38         61
                                       6.375            623.38
    GARDNER          MA   01440          5            07/30/01         00
    0433040979                           05           09/01/01          0
    1                                    O            08/01/16
    0


    5178663          964/G01             F          330,000.00         ZZ
                                         180        330,000.00          1
                                       7.000          2,966.14         48
                                       6.750          2,966.14
    SAN JOSE         CA   95129          2            08/02/01         00
    0433116720                           05           10/01/01          0
    400136752                            O            09/01/16
    0


    5180178          964/G01             F          388,000.00         ZZ
                                         180        388,000.00          1
                                       6.750          3,433.45         41
                                       6.500          3,433.45
1


    KENTFIELD        CA   94901          5            07/27/01         00
    0433049988                           05           10/01/01          0
    134013                               O            09/01/16
    0


    5182168          664/G01             F          312,809.00         ZZ
                                         180        309,627.96          1
                                       6.750          2,768.08         78
                                       6.500          2,768.08
    DALLAS           TX   75230          2            05/17/01         00
    0432972313                           05           07/01/01          0
    8107823                              O            06/01/16
    0


    5182792          E11/G01             F          332,000.00         ZZ
                                         180        330,929.60          1
                                       6.750          2,937.90         43
                                       6.500          2,937.90
    EDEN PRAIRIE     MN   55437          2            07/25/01         00
    0433056413                           05           09/01/01          0
    0010001031272                        O            08/01/16
    0


    5182977          025/025             F          348,500.00         ZZ
                                         180        344,768.35          1
                                       6.000          2,940.85         78
                                       5.750          2,940.85
    HEATH            TX   75032          2            05/02/01         00
    0139086383                           05           07/01/01          0
    0139086383                           O            06/01/16
    0


    5183237          025/025             F          396,000.00         ZZ
                                         180        385,281.73          1
                                       6.750          3,504.24         53
                                       6.500          3,504.24
    NASHVILLE        TN   37204          2            05/03/01         00
    0025817693                           05           07/01/01          0
    0025817693                           O            06/01/16
    0


    5184971          E22/G01             F          143,450.00         ZZ
                                         180        142,997.42          1
                                       7.000          1,289.37         75
                                       6.750          1,289.37
    COCONUT CREEK    FL   33073          2            07/17/01         00
    0412646309                           03           09/01/01          0
    0412646309                           O            08/01/16
    0
1




    5184984          E22/G01             F          368,500.00         ZZ
                                         180        367,311.92          1
                                       6.750          3,260.89         59
                                       6.500          3,260.89
    FRESNO           CA   93711          2            07/11/01         00
    0412735045                           05           09/01/01          0
    0412735045                           O            08/01/16
    0


    5185016          E22/G01             F          318,000.00         ZZ
                                         180        316,974.74          1
                                       6.750          2,814.01         57
                                       6.500          2,814.01
    FRESNO           CA   93711          2            07/15/01         00
    0412789182                           05           09/01/01          0
    0412789182                           O            08/01/16
    0


    5185088          E22/G01             F          316,000.00         ZZ
                                         180        314,981.19          1
                                       6.750          2,796.31         65
                                       6.500          2,796.31
    EDMONDS          WA   98020          2            07/17/01         00
    0412844094                           05           09/01/01          0
    0412844094                           O            08/01/16
    0


    5191068          964/G01             F          300,000.00         ZZ
                                         180        300,000.00          1
                                       7.000          2,696.48         76
                                       6.750          2,696.48
    SACRAMENTO       CA   95831          5            08/08/01         00
    0433098076                           05           10/01/01          0
    136985                               O            09/01/16
    0


    5191570          S43/G01             F          355,000.00         ZZ
                                         180        353,855.45          1
                                       6.750          3,141.43         46
                                       6.500          3,141.43
    SANTA FE         NM   87501          2            07/27/01         00
    0433078557                           05           09/01/01          0
    011042                               O            08/01/16
    0


    5193185          883/G01             F           50,000.00         ZZ
                                         180         49,847.33          1
1


                                       7.375            459.96         19
                                       7.125            459.96
    WELLINGTON       FL   33467          1            08/01/01         00
    0433102431                           03           09/01/01          0
    05013208                             O            08/01/16
    0


    5194269          E22/G01             F          550,000.00         T
                                         180        548,207.49          1
                                       6.625          4,828.97         50
                                       6.375          4,828.97
    MACKINAC ISLAND  MI   49757          1            07/24/01         00
    0412747149                           05           09/01/01          0
    0412747149                           O            08/01/16
    0


    5195143          H12/G01             F          453,350.00         ZZ
                                         180        451,950.53          1
                                       7.250          4,138.46         80
                                       7.000          4,138.46
    OVERLAND PARK    KS   66223          1            07/09/01         00
    0433036498                           03           09/01/01          0
    0800013773955                        O            08/01/16
    0


    5197187          E33/G01             F          400,000.00         ZZ
                                         180        398,724.25          1
                                       6.875          3,567.42         54
                                       6.625          3,567.42
    LAKE FOREST      IL   60045          2            07/11/01         00
    0433014842                           03           09/01/01          0
    BERARD                               O            08/01/16
    0


    5198026          T44/G01             F          460,000.00         ZZ
                                         180        458,532.89          1
                                       6.875          4,102.53         69
                                       6.625          4,102.53
    CHATTANOOGA      TN   37405          2            07/27/01         00
    0433054400                           05           09/01/01          0
    1018231                              O            08/01/16
    0


    5199559          714/G01             F          424,276.84         ZZ
                                         180        421,562.73          1
                                       6.875          3,783.93         65
                                       6.625          3,783.93
    BROOKFIELD       WI   53003          5            06/22/01         00
    0433055522                           05           08/01/01          0
1


    1                                    O            07/01/16
    0


    5201456          975/G01             F          400,000.00         ZZ
                                         180        400,000.00          1
                                       7.125          3,623.32         68
                                       6.875          3,623.32
    ARCADIA          CA   91007          2            08/20/01         00
    0433148525                           05           10/01/01          0
    2013564                              O            09/01/16
    0


    5202467          E22/G01             F          452,000.00         ZZ
                                         180        450,542.71          1
                                       6.750          3,999.79         80
                                       6.500          3,999.79
    CORPUS CHRISTI   TX   78412          1            07/25/01         00
    0412793937                           03           09/01/01          0
    0412793937                           O            08/01/16
    0


    5202512          E22/G01             F          773,500.00         ZZ
                                         180        771,086.06          1
                                       7.125          7,006.60         65
                                       6.875          7,006.60
    SOUTHLAKE        TX   76092          2            07/20/01         00
    0412832156                           03           09/01/01          0
    0412832156                           O            08/01/16
    0


    5202592          E82/G01             F          701,400.00         ZZ
                                         180        699,234.81          1
                                       7.250          6,402.82         54
                                       7.000          6,402.82
    PAEONIAN SPRING  VA   20129          2            07/23/01         00
    0400454542                           05           09/01/01          0
    2611806                              O            08/01/16
    0


    5203335          E44/G01             F          400,000.00         ZZ
                                         180        398,724.25          1
                                       6.875          3,567.42         42
                                       6.625          3,567.42
    SALT LAKE CITY   UT   84103          2            07/30/01         00
    0433060910                           05           09/01/01          0
    53010128                             O            08/01/16
    0


1


    5203523          E86/G01             F          400,000.00         ZZ
                                         180        397,522.98          1
                                       7.250          3,651.45         57
                                       7.000          3,651.45
    SANTA MONICA     CA   90402          2            06/25/01         00
    0433053006                           01           08/01/01          0
    0000116903                           O            07/01/16
    0


    5206994          956/G01             F          328,500.00         ZZ
                                         180        327,440.88          1
                                       6.750          2,906.93         61
                                       6.500          2,906.93
    MAHWAH           NJ   07430          2            07/10/01         00
    0433014271                           05           09/01/01          0
    911060128                            O            08/01/16
    0


    5207492          286/286             F          379,000.00         ZZ
                                         180        376,575.52          1
                                       6.875          3,380.13         51
                                       6.625          3,380.13
    POTOMAC          MD   20854          5            06/13/01         00
    405032                               05           08/01/01          0
    405032                               O            07/01/16
    0


    5207497          286/286             F          292,330.00         ZZ
                                         180        289,434.07          1
                                       6.750          2,586.86         78
                                       6.500          2,586.86
    BRIDGEWATER      NJ   08836          2            06/13/01         00
    416871                               03           08/01/01          0
    416871                               O            07/01/16
    0


    5207498          286/286             F          550,072.00         ZZ
                                         180        545,157.87          1
                                       6.875          4,905.85         67
                                       6.625          4,905.85
    PRINCETON        NJ   08540          2            06/12/01         00
    400293                               05           08/01/01          0
    400293                               O            07/01/16
    0


    5207501          286/286             F          158,000.00         ZZ
                                         180        157,032.16          1
                                       7.375          1,453.48         70
                                       7.125          1,453.48
1


    SAN GABRIEL      CA   91776          1            06/05/01         00
    342276                               05           08/01/01          0
    342276                               O            07/01/16
    0


    5207505          286/286             F          500,000.00         ZZ
                                         180        496,801.47          1
                                       6.875          4,459.28         38
                                       6.625          4,459.28
    DENVER           CO   80209          5            06/08/01         00
    322222                               05           08/01/01          0
    322222                               O            07/01/16
    0


    5207506          286/286             F          420,000.00         ZZ
                                         180        417,284.14          1
                                       6.750          3,716.62         54
                                       6.500          3,716.62
    ATLANTA          GA   30342          2            06/13/01         00
    381784                               05           08/01/01          0
    381784                               O            07/01/16
    0


    5207507          286/286             F          354,500.00         ZZ
                                         180        352,232.24          1
                                       6.875          3,161.63         66
                                       6.625          3,161.63
    LARKSPUR         CO   80118          5            06/08/01         00
    321953                               05           08/01/01          0
    321953                               O            07/01/16
    0


    5207510          286/286             F          394,000.00         T
                                         180        391,479.56          1
                                       6.875          3,513.91         71
                                       6.625          3,513.91
    OCEAN ISLE BEAC  NC   28469          2            06/08/01         00
    343934                               05           08/01/01          0
    343934                               O            07/01/16
    0


    5207513          286/286             F          325,000.00         ZZ
                                         180        322,852.84          1
                                       6.500          2,831.10         77
                                       6.250          2,831.10
    MOUNT HOLLY      NJ   08060          1            06/14/01         00
    397247                               05           08/01/01          0
    397247                               O            07/01/16
    0
1




    5207514          286/286             F          100,000.00         ZZ
                                         180         99,332.23          1
                                       6.375            864.25         46
                                       6.125            864.25
    MIAMI            FL   33186          1            06/12/01         00
    425477                               05           08/01/01          0
    425477                               O            07/01/16
    0


    5207516          286/286             F          349,000.00         ZZ
                                         180        346,694.11          1
                                       6.875          3,112.58         50
                                       6.625          3,112.58
    AKRON            OH   44319          2            06/13/01         00
    402195                               05           08/01/01          0
    402195                               O            07/01/16
    0


    5207518          286/286             F          511,000.00         ZZ
                                         180        507,624.00          1
                                       6.500          4,451.36         77
                                       6.250          4,451.36
    CASTLE ROCK      CO   80104          2            06/06/01         00
    344871                               05           08/01/01          0
    344871                               O            07/01/16
    0


    5207527          286/286             F          148,000.00         ZZ
                                         180        147,053.25          1
                                       6.875          1,319.94         74
                                       6.625          1,319.94
    WHITTIER         CA   90604          2            06/04/01         00
    9856859                              05           08/01/01          0
    9856859                              O            07/01/16
    0


    5207530          286/286             F          139,000.00         ZZ
                                         180        138,110.80          1
                                       6.875          1,239.68         65
                                       6.625          1,239.68
    CANYON COUNTRY   CA   91351          2            06/05/01         00
    9857014                              05           08/01/01          0
    9857014                              O            07/01/16
    0


    5211095          B98/G01             F          350,000.00         ZZ
                                         180        350,000.00          1
1


                                       6.875          3,121.49         67
                                       6.625          3,121.49
    SANTA CLARA      CA   95051          2            08/01/01         00
    0433098852                           05           10/01/01          0
    102012                               O            09/01/16
    0


    5212053          E82/G01             F          353,700.00         ZZ
                                         180        352,620.01          1
                                       7.375          3,253.77         90
                                       7.125          3,253.77
    WESTBURY         NY   11590          2            07/24/01         04
    0400461372                           05           09/01/01         12
    1989739                              O            08/01/16
    0


    5213599          964/G01             F          420,000.00         ZZ
                                         180        420,000.00          1
                                       6.750          3,716.62         40
                                       6.500          3,716.62
    LARKSPUR         CA   94939          5            08/15/01         00
    0433122389                           05           10/01/01          0
    137140                               O            09/01/16
    0


    5213604          A06/G01             F          678,000.00         ZZ
                                         180        678,000.00          1
                                       6.750          5,999.69         52
                                       6.500          5,999.69
    ORCHARD LAKE     MI   48323          2            08/08/01         00
    0433113313                           05           10/01/01          0
    001000010012829                      O            09/01/16
    0


    5214815          964/G01             F          332,000.00         ZZ
                                         180        332,000.00          1
                                       6.875          2,960.96         80
                                       6.625          2,960.96
    PORTLAND         OR   97229          2            08/03/01         00
    0433075496                           03           10/01/01          0
    133452                               O            09/01/16
    0


    5219861          E22/G01             F          255,000.00         ZZ
                                         180        254,177.86          1
                                       6.750          2,256.52         32
                                       6.500          2,256.52
    KEY BISCAYNE     FL   33149          2            07/23/01         00
    0412761827                           05           09/01/01          0
1


    0412761827                           O            08/01/16
    0


    5219879          E22/G01             F          332,000.00         ZZ
                                         120        330,028.54          1
                                       6.500          3,769.79         58
                                       6.250          3,769.79
    CORAL SPRINGS    FL   33067          2            07/23/01         00
    0412793176                           05           09/01/01          0
    0412793176                           O            08/01/11
    0


    5225058          U43/G01             F          380,000.00         ZZ
                                         180        378,788.03          1
                                       6.875          3,389.05         80
                                       6.625          3,389.05
    MISSOULA         MT   59808          1            07/25/01         00
    0433102324                           05           09/01/01          0
    0350110                              O            08/01/16
    0


    5225370          757/G01             F          600,000.00         ZZ
                                         180        600,000.00          1
                                       7.125          5,434.99         71
                                       6.875          5,434.99
    HIGHWOOD         IL   60040          2            08/09/01         00
    0433099124                           03           10/01/01          0
    4KIMSUN2                             O            09/01/16
    0


    5228838          E22/G01             F          119,200.00         ZZ
                                         120        118,487.33          1
                                       6.375          1,345.92         15
                                       6.125          1,345.92
    WESTON           FL   33331          2            07/24/01         00
    0412827800                           03           09/01/01          0
    0412827800                           O            08/01/11
    0


    5231265          S43/G01             F          400,000.00         ZZ
                                         180        400,000.00          1
                                       7.000          3,595.31         35
                                       6.750          3,595.31
    CORRALES         NM   87048          5            08/02/01         00
    0433114725                           05           10/01/01          0
    010479                               O            09/01/16
    0


1


    5235269          994/994             F          500,000.00         ZZ
                                         180        495,239.92          1
                                       7.000          4,494.14         30
                                       6.750          4,494.14
    OCONOMOWOC       WI   53066          2            05/26/01         00
    0080559469                           05           07/01/01          0
    0080559469                           O            06/01/16
    0


    5235270          994/994             F          330,000.00         ZZ
                                         180        326,925.40          1
                                       7.250          3,012.45         75
                                       7.000          3,012.45
    RANCHO SANTA MA  CA   92688          2            05/22/01         00
    0080635260                           05           07/01/01          0
    0080635260                           O            06/01/16
    0


    5235271          994/994             F          429,500.00         ZZ
                                         180        426,840.29          1
                                       7.250          3,920.75         77
                                       7.000          3,920.75
    NORTH CANTON     OH   44709          2            06/21/01         00
    0080661548                           05           08/01/01          0
    0080661548                           O            07/01/16
    0


    5235272          994/994             F          445,000.00         ZZ
                                         180        442,183.89          1
                                       7.000          3,999.79         77
                                       6.750          3,999.79
    LAS VEGAS        NV   89135          2            06/05/01         00
    0217308331                           03           08/01/01          0
    0217308331                           O            07/01/16
    0


    5235273          994/994             F          331,000.00         ZZ
                                         180        326,786.15          1
                                       7.000          2,975.12         73
                                       6.750          2,975.12
    SANTA CLARITA    CA   91321          2            04/02/01         00
    0218071201                           05           06/01/01          0
    0218071201                           O            05/01/16
    0


    5235274          994/994             F          378,650.00         ZZ
                                         180        373,999.49          1
                                       6.875          3,377.01         69
                                       6.625          3,377.01
1


    BETHESDA         MD   20817          2            05/23/01         00
    0218219792                           05           07/01/01          0
    0218219792                           O            06/01/16
    0


    5235275          994/994             F          345,000.00         ZZ
                                         180        340,908.52          1
                                       7.000          3,100.96         52
                                       6.750          3,100.96
    MIAMI            FL   33158          2            05/30/01         00
    0218316044                           05           07/01/01          0
    0218316044                           O            06/01/16
    0


    5235276          994/994             F          385,750.00         ZZ
                                         180        383,308.86          1
                                       7.000          3,467.23         74
                                       6.750          3,467.23
    HENDERSON        NV   89014          1            06/14/01         00
    0218366270                           03           08/01/01          0
    0218366270                           O            07/01/16
    0


    5235277          994/994             F          359,000.00         ZZ
                                         180        356,776.86          1
                                       7.250          3,277.18         64
                                       7.000          3,277.18
    ROCKVILLE        MD   20850          2            06/13/01         00
    0218372401                           05           08/01/01          0
    0218372401                           O            07/01/16
    0


    5235278          994/994             F          396,550.00         ZZ
                                         180        394,013.26          1
                                       6.875          3,536.65         76
                                       6.625          3,536.65
    APPLE VALLY      CA   92307          2            06/21/01         00
    0218394256                           05           08/01/01          0
    0218394256                           O            07/01/16
    0


    5235279          994/994             F          500,000.00         ZZ
                                         180        498,456.52          1
                                       7.250          4,564.31         68
                                       7.000          4,564.31
    GLASTONBURY      CT   06033          2            07/03/01         00
    0218451015                           05           09/01/01          0
    0218451015                           O            08/01/16
    0
1




    5235280          994/994             F          650,000.00         ZZ
                                         180        641,900.85          1
                                       7.250          5,933.61         42
                                       7.000          5,933.61
    BROOKLYN         NY   11210          2            04/23/01         00
    0402390219                           05           06/01/01          0
    0402390219                           O            05/01/16
    0


    5235281          994/994             F          287,000.00         ZZ
                                         180        285,708.35          1
                                       7.125          2,599.74         69
                                       6.875          2,599.74
    HOLLIDAYSBURG    PA   16648          1            06/28/01         00
    0402724966                           05           09/01/01          0
    0402724966                           O            08/01/16
    0


    5235282          994/994             F          567,200.00         ZZ
                                         180        563,532.29          1
                                       6.750          5,019.21         62
                                       6.500          5,019.21
    BILLINGS         MT   59106          2            06/08/01         00
    0402886464                           05           08/01/01          0
    0402886464                           O            07/01/16
    0


    5235283          994/994             F          427,400.00         ZZ
                                         180        424,724.42          1
                                       7.125          3,871.52         78
                                       6.875          3,871.52
    WEST MONROE      LA   71291          1            06/22/01         00
    0402892021                           05           08/01/01          0
    0402892021                           O            07/01/16
    0


    5235284          994/994             F          509,000.00         ZZ
                                         180        505,683.11          1
                                       6.875          4,539.54         55
                                       6.625          4,539.54
    NEW LONDON       NC   28127          4            06/05/01         00
    0403064939                           03           08/01/01          0
    0403064939                           O            07/01/16
    0


    5235286          994/994             F          325,000.00         ZZ
                                         180        323,974.64          1
1


                                       7.000          2,921.19         56
                                       6.750          2,921.19
    MISSION VIEJO    CA   92692          5            06/26/01         00
    0403076668                           03           08/01/01          0
    0403076668                           O            07/01/16
    0


    5235289          994/994             F          325,000.00         ZZ
                                         180        323,009.18          1
                                       7.375          2,989.76         74
                                       7.125          2,989.76
    ALLENDALE        NJ   07401          5            06/12/01         00
    1000280746                           05           08/01/01          0
    1000280746                           O            07/01/16
    0


    5235290          994/994             F          405,000.00         ZZ
                                         180        401,102.63          1
                                       6.875          3,612.02         74
                                       6.625          3,612.02
    LINCOLN          RI   02865          2            05/07/01         00
    1000297578                           05           07/01/01          0
    1000297578                           O            06/01/16
    0


    5235291          994/994             F          360,000.00         ZZ
                                         180        357,721.79          1
                                       7.000          3,235.79         72
                                       6.750          3,235.79
    MORGANVILLE      NJ   07751          2            06/01/01         00
    1000312270                           05           08/01/01          0
    1000312270                           O            07/01/16
    0


    5236698          964/G01             F          336,000.00         ZZ
                                         180        336,000.00          1
                                       6.875          2,996.63         78
                                       6.625          2,996.63
    ALAMEDA          CA   94501          2            08/07/01         00
    0433098662                           05           10/01/01          0
    136342                               O            09/01/16
    0


    5237856          E22/G01             F          359,900.00         ZZ
                                         180        358,739.65          1
                                       6.750          3,184.79         60
                                       6.500          3,184.79
    SUGAR LAND       TX   77479          2            07/26/01         00
    0412788473                           03           09/01/01          0
1


    0412788473                           O            08/01/16
    0


    5237887          E22/G01             F          349,200.00         ZZ
                                         180        348,074.15          1
                                       6.750          3,090.10         43
                                       6.500          3,090.10
    FORT LAUDERDALE  FL   33308          2            07/26/01         00
    0412818551                           05           09/01/01          0
    0412818551                           O            08/01/16
    0


    5237894          E22/G01             F          317,000.00         ZZ
                                         180        315,988.97          1
                                       6.875          2,827.18         10
                                       6.625          2,827.18
    NEWPORT BEACH    CA   92663          2            07/15/01         00
    0412823312                           05           09/01/01          0
    0412823312                           O            08/01/16
    0


    5238005          E22/G01             F          298,000.00         ZZ
                                         180        297,070.00          1
                                       7.125          2,699.38         73
                                       6.875          2,699.38
    ROUND ROCK       TX   78664          5            07/26/01         00
    0412863862                           05           09/01/01          0
    0412863862                           O            08/01/16
    0


    5238042          E22/G01             F          488,200.00         ZZ
                                         180        486,642.95          1
                                       6.875          4,354.03         67
                                       6.625          4,354.03
    WEST PALM BEACH  FL   33411          2            07/26/01         00
    0412879868                           03           09/01/01          0
    0412879868                           O            08/01/16
    0


    5238957          E82/G01             F          329,000.00         ZZ
                                         180        329,000.00          1
                                       6.875          2,934.20         69
                                       6.625          2,934.20
    LOS ANGELES      CA   90045          2            08/06/01         00
    0400454658                           05           10/01/01          0
    0400454658                           O            09/01/16
    0


1


    5239824          B60/G01             F          141,000.00         ZZ
                                         180        139,834.45          1
                                       7.375          1,297.09         74
                                       7.125          1,297.09
    HUNTINGTON BEAC  CA   92647          2            06/14/01         00
    0433119237                           01           08/01/01          0
    336479                               O            07/01/16
    0


    5241479          964/G01             F          505,000.00         ZZ
                                         180        505,000.00          1
                                       6.875          4,503.87         68
                                       6.625          4,503.87
    SAN JOSE         CA   95129          2            08/14/01         00
    0433102332                           05           10/01/01          0
    139352                               O            09/01/16
    0


    5242853          A13/G01             F          367,500.00         ZZ
                                         180        365,123.63          1
                                       6.750          3,252.04         52
                                       6.500          3,252.04
    SAMMAMISH        WA   98074          5            06/01/01         00
    0433059383                           05           08/01/01          0
    998313813                            O            07/01/16
    0


    5244148          893/G01             F          399,000.00         ZZ
                                         180        399,000.00          1
                                       6.875          3,558.50         60
                                       6.625          3,558.50
    SAN FRANCISCO    CA   94112          5            08/10/01         00
    0433124534                           05           10/01/01          0
    M10803071                            O            09/01/16
    0


    5246458          E22/G01             F          232,500.00         ZZ
                                         180        231,774.41          1
                                       7.125          2,106.06         75
                                       6.875          2,106.06
    ALBUQUERQUE      NM   87111          1            07/31/01         00
    0412870537                           05           09/01/01          0
    0412870537                           O            08/01/16
    0


    5246883          B60/G01             F          205,000.00         ZZ
                                         180        204,339.07          1
                                       6.750          1,814.06         74
                                       6.500          1,814.06
1


    ROCKVILLE        MD   20852          1            07/24/01         00
    0433085768                           01           09/01/01          0
    340778                               O            08/01/16
    0


    5248713          E82/G01             F          312,000.00         ZZ
                                         180        312,000.00          1
                                       7.000          2,804.34         72
                                       6.750          2,804.34
    BROOKLYN         NY   11209          2            08/01/01         00
    0400440699                           05           10/01/01          0
    0400440699                           O            09/01/16
    0


    5248756          E22/G01             F          328,000.00         ZZ
                                         180        326,953.89          1
                                       6.875          2,925.28         51
                                       6.625          2,925.28
    INCLINE VILLAGE  NV   89451          5            07/24/01         00
    0412836819                           01           09/01/01          0
    0412836819                           O            08/01/16
    0


    5249180          E86/G01             F          352,600.00         ZZ
                                         180        352,600.00          1
                                       7.000          3,169.27         75
                                       6.750          3,169.27
    BOERNE           TX   78015          2            08/07/01         00
    0433106838                           03           10/01/01          0
    0000124377                           O            09/01/16
    0


    5253711          461/G01             F          400,000.00         ZZ
                                         180        398,765.21          1
                                       7.250          3,651.46         24
                                       7.000          3,651.46
    CARLSBAD         CA   92008          2            07/16/01         00
    0433077435                           03           09/01/01          0
    9030697429                           O            08/01/16
    0


    5253713          461/G01             F          650,000.00         ZZ
                                         180        647,926.90          1
                                       6.875          5,797.06         68
                                       6.625          5,797.06
    HERMOSA BEACH    CA   90254          2            07/24/01         00
    0433030947                           05           09/01/01          0
    9030643621                           O            08/01/16
    0
1




    5253714          461/G01             F          430,000.00         ZZ
                                         180        430,000.00          1
                                       7.000          3,864.97         66
                                       6.750          3,864.97
    MILPITAS         CA   95035          5            07/26/01         00
    0433030798                           05           10/01/01          0
    9030703599                           O            09/01/16
    0


    5253715          461/G01             F          613,000.00         ZZ
                                         180        611,023.63          1
                                       6.750          5,424.50         43
                                       6.500          5,424.50
    LA JOLLA         CA   92037          5            07/23/01         00
    0433036613                           05           09/01/01          0
    9030693832                           O            08/01/16
    0


    5253716          461/G01             F          390,000.00         ZZ
                                         180        388,782.88          1
                                       7.125          3,532.75         80
                                       6.875          3,532.75
    DANA POINT       CA   92629          5            07/16/01         00
    0433029741                           05           09/01/01          0
    9030595573                           O            08/01/16
    0


    5253717          461/G01             F          370,000.00         ZZ
                                         180        368,832.66          1
                                       7.000          3,325.67         62
                                       6.750          3,325.67
    VILLA PARK       CA   92861          2            07/13/01         00
    0433077450                           05           09/01/01          0
    9030632657                           O            08/01/16
    0


    5253718          461/G01             F          496,000.00         ZZ
                                         180        494,452.07          1
                                       7.125          4,492.93         80
                                       6.875          4,492.93
    SAN FRANCISCO    CA   94121          2            07/12/01         00
    0433077476                           05           09/01/01          0
    9030675755                           O            08/01/16
    0


    5253719          461/G01             F          450,000.00         ZZ
                                         180        450,000.00          1
1


                                       6.875          4,013.35         63
                                       6.625          4,013.35
    WALNUT           CA   91789          2            07/26/01         00
    0433030418                           05           10/01/01          0
    9030735369                           O            09/01/16
    0


    5253720          461/G01             F          384,000.00         ZZ
                                         180        382,801.60          1
                                       7.125          3,478.40         80
                                       6.875          3,478.40
    SAN CLEMENTE     CA   92673          5            07/13/01         00
    0433035151                           03           09/01/01          0
    9030690622                           O            08/01/16
    0


    5253721          461/G01             F          400,000.00         ZZ
                                         180        398,751.67          1
                                       7.125          3,623.33         80
                                       6.875          3,623.33
    SIMI VALLEY      CA   93063          2            07/16/01         00
    0433077492                           05           09/01/01          0
    9030691950                           O            08/01/16
    0


    5253722          461/G01             F          390,900.00         ZZ
                                         180        389,680.07          1
                                       7.125          3,540.90         74
                                       6.875          3,540.90
    VENTURA          CA   93001          2            07/16/01         00
    0433077518                           05           09/01/01          0
    9030675581                           O            08/01/16
    0


    5253932          405/405             F          400,000.00         ZZ
                                         180        397,522.98          1
                                       7.250          3,651.45         61
                                       6.750          3,651.45
    LEAWOOD          KS   66224          1            06/22/01         00
    0012184198                           03           08/01/01          0
    0012184198                           O            07/01/16
    0


    5253933          405/405             F          450,000.00         ZZ
                                         180        447,169.62          1
                                       7.375          4,139.66         35
                                       6.875          4,139.66
    MOUNTAIN VIEW    CA   94040          5            06/06/01         00
    0012233623                           05           08/01/01          0
1


    0012233623                           O            07/01/16
    0


    5253934          405/405             F          500,000.00         ZZ
                                         180        496,766.83          1
                                       6.750          4,424.55         47
                                       6.500          4,424.55
    WESTLAKE         TX   76262          1            06/29/01         00
    0012267225                           03           08/01/01          0
    0012267225                           O            07/01/16
    0


    5253935          405/405             F          320,250.00         ZZ
                                         180        318,201.34          1
                                       6.875          2,856.17         52
                                       6.500          2,856.17
    VIENNA           VA   22181          2            06/22/01         00
    0012275442                           05           08/01/01          0
    0012275442                           O            07/01/16
    0


    5253936          405/405             F          390,000.00         ZZ
                                         180        387,505.15          1
                                       6.875          3,478.24         80
                                       6.500          3,478.24
    MOUNT VERNON     TX   75457          1            07/05/01         00
    0012291340                           05           08/01/01          0
    0012291340                           O            07/01/16
    0


    5253937          405/405             F          363,750.00         ZZ
                                         180        361,871.87          1
                                       7.000          3,269.49         75
                                       6.500          3,269.49
    DALY CITY        CA   94015          5            07/06/01         00
    0017443482                           05           09/01/01          0
    0017443482                           O            08/01/16
    0


    5253939          405/405             F          554,000.00         ZZ
                                         180        552,308.41          1
                                       7.375          5,096.38         79
                                       6.875          5,096.38
    LOS ANGELES      CA   90066          2            07/12/01         00
    0017512138                           05           09/01/01          0
    0017512138                           O            08/01/16
    0


1


    5253940          405/405             F          462,000.00         ZZ
                                         180        460,526.51          1
                                       6.875          4,120.37         65
                                       6.500          4,120.37
    LIVERMORE        CA   94550          2            07/05/01         00
    0017524943                           03           09/01/01          0
    0017524943                           O            08/01/16
    0


    5253941          405/405             F          455,000.00         ZZ
                                         180        453,580.02          1
                                       7.125          4,121.54         74
                                       6.625          4,121.54
    NORTH POTOMAC    MD   20878          5            07/09/01         00
    0017536046                           03           09/01/01          0
    0017536046                           O            08/01/16
    0


    5253942          405/405             F          110,000.00         ZZ
                                         180        109,649.17          1
                                       6.875            981.04         26
                                       6.500            981.04
    LAGUNA NIGUEL    CA   92677          2            07/10/01         00
    0017537515                           05           09/01/01          0
    0017537515                           O            08/01/16
    0


    5253943          405/405             F          393,000.00         ZZ
                                         180        391,732.93          1
                                       6.750          3,477.70         44
                                       6.500          3,477.70
    MILL VALLEY      CA   94941          2            07/05/01         00
    0017552647                           05           09/01/01          0
    0017552647                           O            08/01/16
    0


    5253944          405/405             F          410,000.00         ZZ
                                         180        408,706.47          1
                                       7.000          3,685.20         62
                                       6.500          3,685.20
    SAN CLEMENTE     CA   92673          2            07/13/01         00
    0017556804                           05           09/01/01          0
    0017556804                           O            08/01/16
    0


    5253945          405/405             F          324,000.00         ZZ
                                         180        322,999.82          1
                                       7.250          2,957.68         71
                                       6.750          2,957.68
1


    OAK HILL         VA   20171          2            07/10/01         00
    0017571019                           05           09/01/01          0
    0017571019                           O            08/01/16
    0


    5253947          405/405             F          400,000.00         ZZ
                                         180        398,751.67          1
                                       7.125          3,623.33         35
                                       6.625          3,623.33
    GLEN ELLYN       IL   60137          1            07/13/01         00
    0017583634                           05           09/01/01          0
    0017583634                           O            08/01/16
    0


    5253948          405/405             F          425,000.00         ZZ
                                         180        423,673.65          1
                                       7.125          3,849.79         66
                                       6.625          3,849.79
    SAN RAFAEL       CA   94903          2            07/09/01         00
    0017585639                           05           09/01/01          0
    0017585639                           O            08/01/16
    0


    5253949          405/405             F          320,000.00         ZZ
                                         180        319,044.11          1
                                       7.625          2,989.22         59
                                       7.125          2,989.22
    WESTON           MA   02493          2            07/12/01         00
    0017590118                           05           09/01/01          0
    0017590118                           O            08/01/16
    0


    5253950          405/405             F          540,000.00         ZZ
                                         180        538,221.02          1
                                       6.500          4,703.98         30
                                       6.250          4,703.98
    SARATOGA         CA   95070          2            07/05/01         00
    0017591090                           05           09/01/01          0
    0017591090                           O            08/01/16
    0


    5253951          405/405             F          500,000.00         ZZ
                                         180        498,405.31          1
                                       6.875          4,459.27         54
                                       6.500          4,459.27
    LOS ANGELES      CA   90049          1            07/17/01         00
    0017594508                           05           09/01/01          0
    0017594508                           O            08/01/16
    0
1




    5253952          405/405             F          580,000.00         ZZ
                                         180        578,109.71          1
                                       6.625          5,092.37         48
                                       6.375          5,092.37
    SAN DIEGO        CA   92014          1            07/05/01         00
    0017594656                           05           09/01/01          0
    0017594656                           O            08/01/16
    0


    5253953          405/405             F          573,000.00         ZZ
                                         180        571,172.48          1
                                       6.875          5,110.33         43
                                       6.500          5,110.33
    BEVERLY HILLS    CA   90212          2            07/12/01         00
    0017595372                           05           09/01/01          0
    0017595372                           O            08/01/16
    0


    5253954          405/405             F          388,000.00         ZZ
                                         180        386,762.52          1
                                       6.875          3,460.40         66
                                       6.500          3,460.40
    WALNUT           CA   91789          1            07/11/01         00
    0017595489                           05           09/01/01          0
    0017595489                           O            08/01/16
    0


    5253955          405/405             F          442,000.00         ZZ
                                         180        440,590.29          1
                                       6.875          3,942.00         52
                                       6.500          3,942.00
    LOS ANGELES      CA   91604          2            07/11/01         00
    0017596057                           05           09/01/01          0
    0017596057                           O            08/01/16
    0


    5253956          405/405             F          635,000.00         ZZ
                                         180        632,996.61          1
                                       7.000          5,707.56         51
                                       6.500          5,707.56
    SANTA MONICA     CA   90402          2            07/10/01         00
    0017598368                           05           09/01/01          0
    0017598368                           O            08/01/16
    0


    5253957          405/405             F          345,000.00         ZZ
                                         180        342,976.56          1
1


                                       6.875          3,076.90         35
                                       6.500          3,076.90
    ALAMO            CA   94507          2            07/12/01         00
    0017604232                           05           09/01/01          0
    0017604232                           O            08/01/16
    0


    5253958          405/405             F          368,000.00         ZZ
                                         180        366,888.51          1
                                       7.500          3,411.41         53
                                       7.000          3,411.41
    SAN JOSE         CA   95127          5            07/09/01         00
    0017606419                           05           09/01/01          0
    0017606419                           O            08/01/16
    0


    5253959          405/405             F          412,000.00         ZZ
                                         180        410,714.22          1
                                       7.125          3,732.03         80
                                       6.625          3,732.03
    SAN MATEO        CA   94404          1            07/12/01         00
    0017607946                           01           09/01/01          0
    0017607946                           O            08/01/16
    0


    5253960          405/405             F          314,000.00         ZZ
                                         180        312,998.53          1
                                       6.875          2,800.43         55
                                       6.500          2,800.43
    OJAI             CA   93023          2            07/19/01         00
    0017609033                           05           09/01/01          0
    0017609033                           O            08/01/16
    0


    5253961          405/405             F          183,000.00         ZZ
                                         180        182,397.08          1
                                       6.500          1,594.13         51
                                       6.250          1,594.13
    SAN FRANCISCO    CA   94134          2            07/02/01         00
    0019886670                           05           09/01/01          0
    0019886670                           O            08/01/16
    0


    5253964          405/405             F          245,350.00         ZZ
                                         180        244,575.93          1
                                       7.000          2,205.28         80
                                       6.500          2,205.28
    NAPLES           FL   34109          2            07/13/01         00
    0017533852                           03           09/01/01          0
1


    0017533852                           O            08/01/16
    0


    5253966          405/405             F          650,000.00         ZZ
                                         180        647,971.47          1
                                       7.125          5,887.91         70
                                       6.500          5,887.91
    LOS ALTOS        CA   94024          1            07/12/01         00
    0017581372                           05           09/01/01          0
    0017581372                           O            08/01/16
    0


    5253967          405/405             F          296,000.00         ZZ
                                         180        294,995.83          1
                                       6.875          2,639.89         60
                                       6.500          2,639.89
    LOS ANGELES      CA   91325          2            07/13/01         00
    0017590464                           05           09/01/01          0
    0017590464                           O            08/01/16
    0


    5253968          405/405             F          640,000.00         ZZ
                                         180        637,914.17          1
                                       6.625          5,619.16         71
                                       6.375          5,619.16
    CHESTERFIELD     MO   63005          2            07/20/01         00
    0017596446                           05           09/01/01          0
    0017596446                           O            08/01/16
    0


    5253969          405/405             F          551,000.00         ZZ
                                         180        549,223.52          1
                                       6.750          4,875.86         53
                                       6.500          4,875.86
    CAMARILLO        CA   93012          2            07/13/01         00
    0017608522                           03           09/01/01          0
    0017608522                           O            08/01/16
    0


    5253970          405/405             F          103,000.00         ZZ
                                         180        102,682.04          1
                                       7.250            940.25         43
                                       6.500            940.25
    JACKSONVILLE     FL   32223          5            07/18/01         00
    0017611302                           05           09/01/01          0
    0017611302                           O            08/01/16
    0


1


    5253971          405/405             F          390,500.00         ZZ
                                         180        389,294.54          1
                                       7.250          3,564.73         80
                                       6.500          3,564.73
    SOUTHWEST RANCH  FL   33331          2            07/20/01         00
    0017615311                           05           09/01/01          0
    0017615311                           O            08/01/16
    0


    5253972          405/405             F          325,000.00         ZZ
                                         180        323,702.17          1
                                       6.750          2,875.96         64
                                       6.500          2,875.96
    SAINT HELENA     CA   94574          5            07/11/01         00
    0019864131                           05           09/01/01          0
    0019864131                           O            08/01/16
    0


    5253973          405/405             F          335,000.00         ZZ
                                         180        333,931.55          1
                                       6.875          2,987.72         67
                                       6.500          2,987.72
    VENTURA          CA   93003          5            07/06/01         00
    0019892132                           05           09/01/01          0
    0019892132                           O            08/01/16
    0


    5253974          405/405             F          342,750.00         ZZ
                                         180        341,656.84          1
                                       6.875          3,056.83         75
                                       6.500          3,056.83
    MONTEREY PARK    CA   91755          1            07/10/01         00
    0019900075                           05           09/01/01          0
    0019900075                           O            08/01/16
    0


    5253975          405/405             F          301,925.00         ZZ
                                         180        300,919.59          1
                                       6.375          2,609.39         61
                                       6.125          2,609.39
    DALY CITY        CA   94015          2            07/13/01         00
    0019902238                           05           09/01/01          0
    0019902238                           O            08/01/16
    0


    5253976          405/405             F          395,850.00         ZZ
                                         180        394,587.48          1
                                       6.875          3,530.41         65
                                       6.500          3,530.41
1


    IRVINE           CA   92614          1            07/10/01         00
    0019902675                           03           09/01/01          0
    0019902675                           O            08/01/16
    0


    5258992          964/G01             F          338,000.00         ZZ
                                         180        338,000.00          1
                                       6.875          3,014.47         40
                                       6.625          3,014.47
    LAGUNA BEACH     CA   92651          2            08/20/01         00
    0433128097                           05           10/01/01          0
    140044                               O            09/01/16
    0


    5261617          H22/G01             F          152,450.00         ZZ
                                         180        152,450.00          3
                                       6.875          1,359.63         32
                                       6.625          1,359.63
    ASTORIA          NY   11105          2            08/09/01         00
    0433106713                           05           10/01/01          0
    0006031                              O            09/01/16
    0


    5261993          225/G01             F          650,000.00         ZZ
                                         180        647,926.91          1
                                       6.875          5,797.05         73
                                       6.625          5,797.05
    WEST DES MOINES  IA   50226          5            06/26/01         00
    0433106705                           03           09/01/01          0
    8463778                              O            08/01/16
    0


    5265498          E22/G01             F          337,500.00         ZZ
                                         180        336,435.20          1
                                       7.000          3,033.55         75
                                       6.750          3,033.55
    FAIR OAKS        CA   95628          5            07/25/01         00
    0412766966                           05           09/01/01          0
    0412766966                           O            08/01/16
    0


    5267530          E22/G01             F          235,000.00         ZZ
                                         180        234,266.61          1
                                       7.125          2,128.70         66
                                       6.875          2,128.70
    CANTON TWP.      MI   48187          2            07/30/01         00
    0412874679                           05           09/01/01          0
    0412874679                           O            08/01/16
    0
1




    5267531          E22/G01             F          640,000.00         ZZ
                                         180        637,980.83          1
                                       7.000          5,752.50         59
                                       6.750          5,752.50
    SPRING           TX   77379          2            07/27/01         00
    0412874695                           03           09/01/01          0
    0412874695                           O            08/01/16
    0


    5269973          F97/F97             F          635,000.00         ZZ
                                         180        631,024.80          1
                                       7.125          5,752.03         77
                                       6.875          5,752.03
    GLENCOE          IL   60022          2            06/01/01         00
    8000088134                           05           08/01/01          0
    8000088134                           O            07/01/16
    0


    5272012          964/G01             F          565,000.00         ZZ
                                         180        565,000.00          1
                                       6.875          5,038.98         76
                                       6.625          5,038.98
    SAN JOSE         CA   95129          2            08/15/01         00
    0433112497                           05           10/01/01          0
    139072                               O            09/01/16
    0


    5275283          624/G01             F          346,000.00         ZZ
                                         180        346,000.00          1
                                       6.750          3,061.79         52
                                       6.500          3,061.79
    CARLSBAD         CA   92009          2            08/13/01         00
    0433131844                           05           10/01/01          0
    36300110056F                         O            09/01/16
    0


    5275758          E22/G01             F          370,000.00         ZZ
                                         180        368,819.93          1
                                       6.875          3,299.86         50
                                       6.625          3,299.86
    WOODINVILLE      WA   98072          5            07/31/01         00
    0412843153                           03           09/01/01          0
    0412843153                           O            08/01/16
    0


    5276083          J95/J95             F          400,000.00         T
                                         180        398,710.36          1
1


                                       6.750          3,539.64         56
                                       6.500          3,539.64
    COROLLA          NC   27927          2            07/27/01         00
    0018427229                           03           09/01/01          0
    0018427229                           O            08/01/16
    0


    5276084          J95/J95             F          357,250.00         ZZ
                                         180        356,098.19          1
                                       6.750          3,161.34         80
                                       6.500          3,161.34
    HAMILTON         VA   20158          1            07/19/01         00
    0018488353                           05           09/01/01          0
    0018488353                           O            08/01/16
    0


    5276085          J95/J95             F          980,000.00         ZZ
                                         180        976,874.40          1
                                       6.875          8,740.18         62
                                       6.625          8,740.18
    MCLEAN           VA   22101          2            07/26/01         00
    0018507806                           05           09/01/01          0
    0018507806                           O            08/01/16
    0


    5276088          J95/J95             F          460,000.00         ZZ
                                         180        433,248.10          1
                                       7.375          4,231.65         63
                                       7.125          4,231.65
    NEW YORK         NY   10003          5            02/14/00         00
    0020119582                           01           04/01/00          0
    0020119582                           O            03/01/15
    0


    5276089          J95/J95             F          324,000.00         ZZ
                                         180        322,955.39          1
                                       6.750          2,867.11         74
                                       6.500          2,867.11
    SOMERSET         NJ   08873          2            07/19/01         00
    0018523563                           05           09/01/01          0
    0018523563                           O            08/01/16
    0


    5276090          J95/J95             F          350,000.00         ZZ
                                         180        343,771.69          1
                                       7.125          3,170.40         50
                                       6.875          3,170.40
    EAST SANDWICH    MA   02537          5            05/02/01         00
    0020163002                           05           07/01/01          0
1


    0020163002                           O            06/01/16
    0


    5276091          J95/J95             F          806,000.00         ZZ
                                         180        803,457.11          1
                                       7.000          7,244.56         68
                                       6.750          7,244.56
    RIVER VALE       NJ   07675          2            07/19/01         00
    0018564930                           05           09/01/01          0
    0018564930                           O            08/01/16
    0


    5276092          J95/J95             F          525,000.00         T
                                         180        519,947.89          1
                                       6.875          4,682.24         73
                                       6.625          4,682.24
    HILTON HEAD      SC   29928          1            05/25/01         00
    0020162780                           03           07/01/01          0
    0020162780                           O            06/01/16
    0


    5276094          J95/J95             F          316,000.00         ZZ
                                         180        314,958.97          1
                                       6.500          2,752.70         80
                                       6.250          2,752.70
    LANSDALE         PA   19446          5            07/03/01         00
    0020182549                           05           09/01/01          0
    0020182549                           O            08/01/16
    0


    5276096          J95/J95             F          294,000.00         ZZ
                                         180        293,072.44          1
                                       7.000          2,642.56         67
                                       6.750          2,642.56
    SAN JOSE         CA   95112          2            07/16/01         00
    0023586274                           01           09/01/01          0
    0023586274                           O            08/01/16
    0


    5276097          J95/J95             F          420,000.00         ZZ
                                         180        417,342.11          1
                                       7.000          3,775.08         70
                                       6.750          3,775.08
    ST AUGUSTINE     FL   32080          2            06/25/01         00
    0020198685                           05           08/01/01          0
    0020198685                           O            07/01/16
    0


1


    5276098          J95/J95             F          408,500.00         ZZ
                                         180        406,079.12          1
                                       7.375          3,757.89         60
                                       7.125          3,757.89
    WASHINGTON       DC   20003          2            07/24/01         00
    0018649038                           05           09/01/01          0
    0018649038                           O            08/01/16
    0


    5276099          J95/J95             F          325,000.00         ZZ
                                         180        323,974.63          1
                                       7.000          2,921.20         48
                                       6.750          2,921.20
    AVON BY THE SEA  NJ   07717          5            07/19/01         00
    0020203774                           05           09/01/01          0
    0020203774                           O            08/01/16
    0


    5276100          J95/J95             F          930,000.00         T
                                         180        927,097.65          1
                                       7.125          8,424.23         41
                                       6.875          8,424.23
    PISMO BEACH      CA   93449          2            07/23/01         00
    0022766315                           03           09/01/01          0
    0022766315                           O            08/01/16
    0


    5276101          J95/J95             F          548,000.00         ZZ
                                         180        546,233.19          1
                                       6.750          4,849.31         80
                                       6.500          4,849.31
    ROANOKE          IN   46783          1            07/31/01         00
    0018655019                           05           09/01/01          0
    0018655019                           O            08/01/16
    0


    5276102          J95/J95             F          508,000.00         ZZ
                                         180        506,362.15          1
                                       6.750          4,495.35         75
                                       6.500          4,495.35
    APEX             NC   27502          2            07/19/01         00
    0027248095                           03           09/01/01          0
    0027248095                           O            08/01/16
    0


    5276103          J95/J95             F        1,000,000.00         ZZ
                                         180        996,913.04          1
                                       7.250          9,128.63         47
                                       7.000          9,128.63
1


    SAN FRANCISCO    CA   94118          1            07/01/01         00
    0020207064                           05           09/01/01          0
    0020207064                           O            08/01/16
    0


    5276104          J95/J95             F          417,500.00         ZZ
                                         180        416,211.19          1
                                       7.250          3,811.21         67
                                       7.000          3,811.21
    STERLING         VA   20165          5            07/19/01         00
    0027252253                           03           09/01/01          0
    0027252253                           O            08/01/16
    0


    5276107          J95/J95             F          500,000.00         T
                                         180        498,439.59          1
                                       7.125          4,529.16         40
                                       6.875          4,529.16
    MOORESVILLE      NC   28117          2            07/10/01         00
    0020206637                           05           09/01/01          0
    0020206637                           O            08/01/16
    0


    5276108          J95/J95             F          540,000.00         ZZ
                                         180        538,314.76          1
                                       7.125          4,891.49         75
                                       6.875          4,891.49
    NASHVILLE        TN   37205          2            07/25/01         00
    0015317506                           05           09/01/01          0
    0015317506                           O            08/01/16
    0


    5276109          J95/J95             F          335,000.00         ZZ
                                         180        332,879.92          1
                                       7.000          3,011.08         78
                                       6.750          3,011.08
    CAMBRIDGE        MA   02138          1            06/28/01         00
    0020210191                           05           08/01/01          0
    0020210191                           O            07/01/16
    0


    5276110          J95/J95             F          320,000.00         ZZ
                                         180        319,001.34          1
                                       7.125          2,898.66         80
                                       6.875          2,898.66
    ST CLAIR         MI   48079          5            07/20/01         00
    0027275163                           01           09/01/01          0
    0027275163                           O            08/01/16
    0
1




    5276111          J95/J95             F          306,000.00         ZZ
                                         180        303,999.92          1
                                       6.625          2,686.66         77
                                       6.375          2,686.66
    CANTON           MI   48187          5            06/12/01         00
    0020210605                           05           08/01/01          0
    0020210605                           O            07/01/16
    0


    5283803          E33/G01             F        1,000,000.00         ZZ
                                         180      1,000,000.00          1
                                       6.750          8,849.09         62
                                       6.500          8,849.09
    LAKE BLUFF       IL   60044          2            08/01/01         00
    0433101888                           05           10/01/01          0
    HAWKINS                              O            09/01/16
    0


    5285688          994/994             F          340,000.00         ZZ
                                         180        338,927.31          1
                                       7.000          3,056.02         65
                                       6.750          3,056.02
    MESA             AZ   85215          5            07/05/01         00
    1818520587                           05           09/01/01          0
    1818520587                           O            08/01/16
    0


    5287871          E22/G01             F          150,050.00         ZZ
                                         180        150,050.00          1
                                       7.250          1,369.75         45
                                       7.000          1,369.75
    ROCHESTER HILLS  MI   48307          2            08/03/01         00
    0412875437                           05           10/01/01          0
    0412875437                           O            09/01/16
    0


    5288414          E82/G01             F          156,600.00         ZZ
                                         180        156,600.00          1
                                       6.750          1,385.77         68
                                       6.500          1,385.77
    PORTLAND         OR   97225          5            07/31/01         00
    0400436234                           05           10/01/01          0
    0400436234                           O            09/01/16
    0


    5289337          H12/G01             F          469,000.00         ZZ
                                         180        467,536.34          1
1


                                       7.125          4,248.35         70
                                       6.875          4,248.35
    WATERLOO         NE   69069          2            07/19/01         00
    0433090156                           05           09/01/01          0
    08001355301                          O            08/01/16
    0


    5289462          550/550             F          465,000.00         ZZ
                                         180        465,000.00          1
                                       6.700          4,101.95         26
                                       6.450          4,101.95
    SAN FRANCISCO    CA   94118          2            07/30/01         00
    120537795                            05           10/01/01          0
    120537795                            O            09/01/16
    0


    5293007          225/G01             F          688,000.00         ZZ
                                         180        683,785.61          1
                                       7.375          6,329.07         80
                                       7.125          6,329.07
    ARMONK           NY   10504          2            06/18/01         00
    0433046075                           05           08/01/01          0
    6538381                              O            07/01/16
    0


    5294098          225/G01             F          516,500.00         ZZ
                                         180        509,891.27          1
                                       7.125          4,678.62         44
                                       6.875          4,678.62
    SEABROOK ISLAND  SC   29455          2            06/22/01         00
    0433047677                           03           08/01/01          0
    6541384                              O            07/01/16
    0


    5294466          225/G01             F          403,300.00         ZZ
                                         180        400,635.52          1
                                       6.500          3,513.18         55
                                       6.250          3,513.18
    JACKSONVILLE     FL   32277          1            06/21/01         00
    0433041225                           05           08/01/01          0
    6500641                              O            07/01/16
    0


    5294893          225/G01             F          500,000.00         T
                                         180        491,552.87          1
                                       7.500          4,635.06         75
                                       7.250          4,635.06
    FT LAUDERDALE    FL   33305          1            06/13/01         00
    0433047693                           06           08/01/01          0
1


    6543078                              O            07/01/16
    0


    5295351          225/G01             F          350,000.00         ZZ
                                         180        345,399.31          1
                                       6.625          3,072.98         54
                                       6.375          3,072.98
    RICHMOND         VA   23226          2            04/18/01         00
    0433045952                           05           06/01/01          0
    8461426                              O            05/01/16
    0


    5298655          253/253             F          153,169.00         ZZ
                                         180        152,685.76          1
                                       7.000          1,376.73         21
                                       6.750          1,376.73
    LOS BANOS        CA   93635          4            07/17/01         00
    863741P1                             05           09/01/01          0
    863741P1                             O            08/01/16
    0


    5298841          225/G01             F          396,000.00         T
                                         180        393,547.73          1
                                       7.250          3,614.94         80
                                       7.000          3,614.94
    LONGBOAT KEY     FL   34228          1            06/22/01         00
    0433045697                           06           08/01/01          0
    7277253                              O            07/01/16
    0


    5298990          225/G01             F          379,000.00         ZZ
                                         180        375,430.50          1
                                       7.125          3,433.11         60
                                       6.875          3,433.11
    SAN RAMON        CA   94583          2            05/22/01         00
    0433046257                           05           07/01/01          0
    7270458                              O            06/01/16
    0


    5299091          225/G01             F          360,000.00         ZZ
                                         180        357,646.96          1
                                       6.625          3,160.78         72
                                       6.375          3,160.78
    POMPANO BEACH    FL   33062          5            06/21/01         00
    0433045655                           05           08/01/01          0
    6538925                              O            07/01/16
    0


1


    5299201          225/G01             F          635,000.00         ZZ
                                         180        628,889.35          1
                                       6.875          5,663.28         49
                                       6.625          5,663.28
    STEVENSVILLE     MT   59870          2            05/14/01         00
    0433045622                           05           07/01/01          0
    7265178                              O            06/01/16
    0


    5299696          225/G01             F          352,000.00         ZZ
                                         180        349,699.25          1
                                       6.625          3,090.54         80
                                       6.375          3,090.54
    DIAMOND BAR      CA   91765          2            06/06/01         00
    0433045614                           05           08/01/01          0
    7273851                              O            07/01/16
    0


    5300507          225/G01             F          420,000.00         ZZ
                                         180        417,399.11          2
                                       7.250          3,834.03         50
                                       7.000          3,834.03
    FORT LEE         NJ   07024          1            06/22/01         00
    0433045523                           05           08/01/01          0
    7280017                              O            07/01/16
    0


    5300713          225/G01             F          472,000.00         ZZ
                                         180        468,980.57          1
                                       6.875          4,209.55         80
                                       6.625          4,209.55
    BALTIMORE        MD   21210          1            06/20/01         00
    0433045838                           05           08/01/01          0
    6540680                              O            07/01/16
    0


    5301426          A06/G01             F          428,000.00         ZZ
                                         180        428,000.00          1
                                       6.875          3,817.14         48
                                       6.625          3,817.14
    WEST BLOOMFIELD  MI   48302          2            08/14/01         00
    0433122645                           05           10/01/01          0
    1                                    O            09/01/16
    0


    5301469          225/G01             F          592,000.00         ZZ
                                         180        585,195.77          1
                                       6.875          5,279.78         67
                                       6.625          5,279.78
1


    HILTON HEAD ISL  SC   29928          5            06/20/01         00
    0433047701                           03           08/01/01          0
    6541947                              O            07/01/16
    0


    5301671          225/G01             F          380,000.00         ZZ
                                         180        377,569.12          1
                                       6.875          3,389.05         77
                                       6.625          3,389.05
    LOS ANGELES      CA   90034          5            06/07/01         00
    0433045804                           05           08/01/01          0
    7274209                              O            07/01/16
    0


    5301682          624/G01             F          126,000.00         ZZ
                                         180        125,602.48          3
                                       7.000          1,132.52         59
                                       6.750          1,132.52
    SAN DIEGO        CA   92105          2            07/25/01         00
    0433102928                           05           09/01/01          0
    37019910173F                         O            08/01/16
    0


    5301980          225/G01             F          368,000.00         ZZ
                                         180        365,671.18          1
                                       7.000          3,307.69         74
                                       6.750          3,307.69
    ODESSA           FL   33556          2            06/13/01         00
    0433045788                           05           08/01/01          0
    6537622                              O            07/01/16
    0


    5302224          225/G01             F          442,800.00         ZZ
                                         180        440,057.92          1
                                       7.250          4,042.16         66
                                       7.000          4,042.16
    DEL MAR          CA   92014          5            06/06/01         00
    0433045721                           05           08/01/01          0
    7274689                              O            07/01/16
    0


    5302523          225/G01             F          465,000.00         ZZ
                                         180        462,089.02          1
                                       7.125          4,212.12         56
                                       6.875          4,212.12
    SAN CARLOS       CA   94070          5            06/07/01         00
    0433045705                           05           08/01/01          0
    7274779                              O            07/01/16
    0
1




    5302812          225/G01             F          437,000.00         ZZ
                                         180        434,264.30          1
                                       7.125          3,958.49         58
                                       6.875          3,958.49
    FREMONT          CA   94539          5            06/07/01         00
    0433047719                           05           08/01/01          0
    7274775                              O            07/01/16
    0


    5303213          225/G01             F          343,500.00         ZZ
                                         180        340,194.47          1
                                       6.875          3,063.52         60
                                       6.625          3,063.52
    ST LOUIS         MO   63124          2            05/16/01         00
    0433045861                           05           07/01/01          0
    7257031                              O            06/01/16
    0


    5303644          225/G01             F          338,000.00         ZZ
                                         180        335,861.04          1
                                       7.000          3,038.04         79
                                       6.750          3,038.04
    BETHANY          CT   06524          2            06/27/01         00
    0433047743                           05           08/01/01          0
    7270169                              O            07/01/16
    0


    5304214          225/G01             F          394,000.00         ZZ
                                         180        391,420.28          1
                                       6.750          3,486.55         86
                                       6.500          3,486.55
    MONTVILLE        NJ   07045          2            06/20/01         10
    0433045895                           01           08/01/01         25
    7273276                              O            07/01/16
    0


    5304487          225/G01             F          350,000.00         ZZ
                                         180        345,448.01          1
                                       6.750          3,097.19         94
                                       6.500          3,097.19
    MANDEVILLE       LA   70471          1            04/25/01         11
    0433045846                           03           06/01/01         30
    7258500                              O            05/01/16
    0


    5304554          588/G01             F          350,000.00         ZZ
                                         180        348,895.77          1
1


                                       7.000          3,145.90         60
                                       6.750          3,145.90
    MAHWAH TOWNSHIP  NJ   07430          1            07/10/01         00
    0433075058                           05           09/01/01          0
    1034497                              O            08/01/16
    0


    5305908          964/G01             F          300,000.00         ZZ
                                         180        300,000.00          1
                                       6.875          2,675.57         21
                                       6.625          2,675.57
    SARATOGA         CA   95070          2            08/22/01         00
    0433128626                           05           10/01/01          0
    1401624                              O            09/01/16
    0


    5305929          757/G01             F          320,000.00         ZZ
                                         180        318,968.29          1
                                       6.750          2,831.71         87
                                       6.500          2,831.71
    WARWICK          RI   02826          1            08/01/01         01
    0433088796                           05           09/01/01         25
    1000320430                           O            08/01/16
    0


    5308841          E22/G01             F          330,000.00         ZZ
                                         180        330,000.00          1
                                       7.000          2,966.13         70
                                       6.750          2,966.13
    NORWALK          CT   06851          2            08/06/01         00
    0412819104                           05           10/01/01          0
    0412819104                           O            09/01/16
    0


    5308880          E22/G01             F          334,500.00         ZZ
                                         180        334,500.00          1
                                       6.875          2,983.25         50
                                       6.625          2,983.25
    EDMOND           OK   73003          5            08/03/01         00
    0412869604                           03           10/01/01          0
    0412869604                           O            09/01/16
    0


    5311910          F28/G01             F          333,500.00         ZZ
                                         180        332,424.76          1
                                       6.750          2,951.17         53
                                       6.500          2,951.17
    ELIOT            ME   03903          5            07/20/01         00
    0433096468                           05           09/01/01          0
1


    7022031                              O            08/01/16
    0


    5319241          E22/G01             F          200,000.00         ZZ
                                         180        200,000.00          1
                                       6.625          1,755.99         41
                                       6.375          1,755.99
    SAN FRANCISCO    CA   94134          2            08/01/01         00
    0412872806                           07           10/01/01          0
    0412872806                           O            09/01/16
    0


    5319272          E22/G01             F          225,000.00         ZZ
                                         180        225,000.00          2
                                       7.000          2,022.36         85
                                       6.750          2,022.36
    CHICAGO          IL   60616          2            08/08/01         01
    0412895948                           05           10/01/01         12
    0412895948                           O            09/01/16
    0


    5319315          F28/G01             F          650,000.00         ZZ
                                         180        647,993.47          1
                                       7.250          5,933.61         40
                                       7.000          5,933.61
    MIAMI BEACH      FL   33139          5            07/20/01         00
    0433096575                           05           09/01/01          0
    7086731                              O            08/01/16
    0


    5319343          F28/G01             F          400,000.00         ZZ
                                         180        398,751.67          1
                                       7.125          3,623.32         68
                                       6.875          3,623.32
    BASKING RIDGE    NJ   07920          1            07/25/01         00
    0433096005                           03           09/01/01          0
    7125638                              O            08/01/16
    0


    5319362          E82/G01             F          298,000.00         ZZ
                                         180        298,000.00          1
                                       7.000          2,678.51         55
                                       6.750          2,678.51
    DANVILLE         CA   94506          2            08/10/01         00
    0400466579                           05           10/01/01          0
    1998328                              O            09/01/16
    0


1


    5319364          E82/G01             F          336,000.00         ZZ
                                         180        336,000.00          1
                                       7.000          3,020.06         54
                                       6.750          3,020.06
    SAN JUAN CAPIST  CA   92675          2            08/09/01         00
    0400463071                           03           10/01/01          0
    0400463071                           O            09/01/16
    0


    5319366          F28/G01             F          425,000.00         ZZ
                                         180        423,644.51          1
                                       6.875          3,790.38         62
                                       6.625          3,790.38
    WILTON           CT   06897          2            07/24/01         00
    0433096427                           05           09/01/01          0
    7036033                              O            08/01/16
    0


    5319379          F28/G01             F          600,000.00         ZZ
                                         180        598,107.03          1
                                       7.000          5,392.97         69
                                       6.750          5,392.97
    BETHESDA         MD   20817          5            07/13/01         00
    0433096518                           05           09/01/01          0
    7135399                              O            08/01/16
    0


    5335478          588/G01             F          508,250.00         ZZ
                                         180        506,611.36          1
                                       6.750          4,497.55         69
                                       6.500          4,497.55
    UPPER SADDLE RI  NJ   07458          1            07/31/01         00
    0433075330                           05           09/01/01          0
    00010363462                          O            08/01/16
    0


    5335919          588/G01             F          445,000.00         ZZ
                                         180        443,580.73          1
                                       6.875          3,968.75         90
                                       6.625          3,968.75
    FAIRFAX STATION  VA   22039          1            07/13/01         04
    0433075504                           03           09/01/01         12
    1043711                              O            08/01/16
    0


    5338534          G75/G75             F          408,200.00         ZZ
                                         180        405,113.87          1
                                       7.000          3,669.02         50
                                       6.750          3,669.02
1


    YORKTOWN         VA   23692          2            06/19/01         00
    04385628                             05           08/01/01          0
    04385628                             O            07/01/16
    0


    5338535          G75/G75             F          433,000.00         ZZ
                                         180        425,046.36          1
                                       7.000          3,891.93         74
                                       6.750          3,891.93
    MILLSTONE TWP.   NJ   07728          2            06/11/01         00
    04378205                             05           08/01/01          0
    04378205                             O            07/01/16
    0


    5338536          G75/G75             F          320,300.00         ZZ
                                         180        319,278.44          1
                                       6.875          2,856.61         79
                                       6.625          2,856.61
    RALEIGH          NC   27615          2            07/06/01         00
    04390124                             05           09/01/01          0
    04390124                             O            08/01/16
    0


    5338537          G75/G75             F          385,000.00         ZZ
                                         180        383,798.49          1
                                       7.125          3,487.45         69
                                       6.875          3,487.45
    CRANBURY         NJ   08512          1            07/18/01         00
    04372734                             05           09/01/01          0
    04372734                             O            08/01/16
    0


    5338538          G75/G75             F          311,250.00         ZZ
                                         180        309,258.92          1
                                       6.875          2,775.90         75
                                       6.625          2,775.90
    GAITHERSBURG     MD   20882          5            06/12/01         00
    04351247                             05           08/01/01          0
    04351247                             O            07/01/16
    0


    5338539          G75/G75             F          281,250.00         ZZ
                                         180        280,343.22          1
                                       6.750          2,488.81         75
                                       6.500          2,488.81
    DEERFIELD        IL   60015          5            07/13/01         00
    04393803                             05           09/01/01          0
    04393803                             O            08/01/16
    0
1




    5341700          E22/G01             F          450,000.00         ZZ
                                         180        450,000.00          1
                                       6.875          4,013.34         75
                                       6.625          4,013.34
    TORRANCE         CA   90505          2            08/08/01         00
    0412874240                           05           10/01/01          0
    0412874240                           O            09/01/16
    0


    5343491          L60/F27             F          941,000.00         ZZ
                                         168        930,903.31          1
                                       6.875          8,737.50         53
                                       6.625          8,737.50
    ROCK HILL        SC   29732          2            05/18/01         00
    6610671568                           05           07/01/01          0
    6610671568                           O            06/01/15
    0


    5343493          L60/F27             F          400,000.00         ZZ
                                         120        393,026.45          1
                                       7.000          4,644.34         54
                                       6.750          4,644.34
    BALTIMORE        MD   21204          5            05/25/01         00
    6990373963                           05           07/01/01          0
    6990373963                           O            06/01/11
    0


    5343494          L60/F27             F          533,000.00         ZZ
                                         180        529,663.34          1
                                       7.125          4,828.08         56
                                       6.875          4,828.08
    RICHMOND         VA   23220          5            05/30/01         00
    6920069612                           05           08/01/01          0
    6920069612                           O            07/01/16
    0


    5343504          L60/F27             F          462,300.00         ZZ
                                         180        455,961.85          1
                                       7.000          4,155.28         80
                                       6.750          4,155.28
    MONKTON          MD   21111          2            04/26/01         00
    6990322951                           05           06/01/01          0
    6990322951                           O            05/01/16
    0


    5343506          L60/F27             F          400,000.00         ZZ
                                         180        394,317.99          1
1


                                       6.500          3,484.43         75
                                       6.250          3,484.43
    NORFOLK          VA   23518          2            06/04/01         00
    6920073105                           05           08/01/01          0
    6920073105                           O            07/01/16
    0


    5343548          L60/F27             F          450,000.00         ZZ
                                         180        445,897.29          1
                                       7.500          4,171.56         49
                                       7.250          4,171.56
    ATLANTA          GA   30305          5            05/25/01         00
    6990367629                           05           07/01/01          0
    6990367629                           O            06/01/16
    0


    5343572          L60/F27             F          450,000.00         ZZ
                                         180        445,622.95          1
                                       6.750          3,982.09         63
                                       6.500          3,982.09
    BIG CANOE        GA   30143          2            05/23/01         00
    6610736813                           05           07/01/01          0
    6610736813                           O            06/01/16
    0


    5343577          L60/F27             F           75,000.00         ZZ
                                         180         74,285.99          1
                                       7.000            674.12         41
                                       6.750            674.12
    WEST COLUMBIA    SC   29172          2            04/30/01         00
    6610681334                           05           07/01/01          0
    6610681334                           O            06/01/16
    0


    5343594          L60/F27             F          448,000.00         ZZ
                                         180        440,165.77          1
                                       7.125          4,058.12         80
                                       6.875          4,058.12
    VIRGINIA BEACH   VA   23455          1            06/25/01         00
    6920104256                           03           08/01/01          0
    6920104256                           O            07/01/16
    0


    5343596          L60/F27             F          465,000.00         ZZ
                                         180        459,016.60          1
                                       6.875          4,147.12         74
                                       6.625          4,147.12
    ANNAPOLIS        MD   21403          2            04/30/01         00
    6990329468                           01           06/01/01          0
1


    6990329468                           O            05/01/16
    0


    5343601          L60/F27             F        1,000,000.00         ZZ
                                         180        990,273.22          1
                                       6.750          8,849.09         39
                                       6.500          8,849.09
    ATLANTA          GA   30327          2            05/10/01         00
    6610703559                           05           07/01/01          0
    6610703559                           O            06/01/16
    0


    5343605          L60/F27             F          365,200.00         ZZ
                                         180        361,685.67          1
                                       6.875          3,257.05         43
                                       6.625          3,257.05
    ASHEVILLE        NC   28803          2            05/18/01         00
    6610686042                           05           07/01/01          0
    6610686042                           O            06/01/16
    0


    5343610          L60/F27             F          301,000.00         ZZ
                                         180        298,072.24          1
                                       6.750          2,663.58         52
                                       6.500          2,663.58
    LA PLATA         MD   20646          2            05/15/01         00
    6960116117                           05           07/01/01          0
    6960116117                           O            06/01/16
    0


    5343615          L60/F27             F           70,000.00         ZZ
                                         180         68,880.20          1
                                       7.250            639.00         43
                                       7.000            639.00
    CUMMING          GA   30040          5            05/22/01         00
    6960162712                           05           07/01/01          0
    6960162712                           O            06/01/16
    0


    5343617          L60/F27             F          450,000.00         ZZ
                                         180        445,624.26          1
                                       6.875          4,013.35         70
                                       6.625          4,013.35
    VIRGINIA BEACH   VA   23451          5            05/30/01         00
    6990369761                           05           07/01/01          0
    6990369761                           O            06/01/16
    0


1


    5343618          L60/F27             F          300,300.00         ZZ
                                         180        297,410.19          1
                                       6.875          2,678.24         80
                                       6.625          2,678.24
    WILMINGTON       NC   28405          1            06/01/01         00
    6610600083                           05           07/01/01          0
    6610600083                           O            06/01/16
    0


    5343619          L60/F27             F          575,000.00         ZZ
                                         180        569,466.75          1
                                       6.875          5,128.16         46
                                       6.625          5,128.16
    BRASELTON        GA   30517          2            05/23/01         00
    6610724335                           05           07/01/01          0
    6610724335                           O            06/01/16
    0


    5343622          L60/F27             F          408,000.00         ZZ
                                         180        403,708.90          1
                                       7.125          3,695.79         68
                                       6.875          3,695.79
    VIRGINIA BEACH   VA   23451          5            06/13/01         00
    6920063088                           05           08/01/01          0
    6920063088                           O            07/01/16
    0


    5343626          L60/F27             F          436,000.00         T
                                         180        431,849.21          1
                                       7.000          3,918.89         78
                                       6.750          3,918.89
    COROLLA          NC   27927          2            05/21/01         00
    6990336243                           03           07/01/01          0
    6990336243                           O            06/01/16
    0


    5343629          L60/F27             F           85,000.00         ZZ
                                         180         83,940.90          1
                                       7.250            775.93         46
                                       7.000            775.93
    RICHMOND         VA   23234          2            04/13/01         00
    6990325942                           05           06/01/01          0
    6990325942                           O            05/01/16
    0


    5343647          L60/F27             F          300,000.00         ZZ
                                         180        298,101.52          1
                                       7.000          2,696.48         39
                                       6.750          2,696.48
1


    RALEIGH          NC   27614          2            10/06/00         00
    6610487562                           03           08/01/01          0
    6610487562                           O            07/01/16
    0


    5343673          L60/F27             F          313,000.00         ZZ
                                         180        308,972.47          1
                                       6.875          2,791.50         47
                                       6.625          2,791.50
    ROCKY MOUNT      NC   27804          1            05/01/01         00
    6610694614                           05           06/01/01          0
    6610694614                           O            05/01/16
    0


    5343677          L60/F27             F          320,000.00         ZZ
                                         180        315,856.15          1
                                       6.875          2,853.93         50
                                       6.625          2,853.93
    SOUTHPORT        NC   28461          2            04/24/01         00
    6610656399                           03           06/01/01          0
    6610656399                           O            05/01/16
    0


    5343689          L60/F27             F          340,000.00         ZZ
                                         180        335,788.90          1
                                       7.125          3,079.83         80
                                       6.875          3,079.83
    RICHMOND         VA   23233          2            05/07/01         00
    6990348667                           05           07/01/01          0
    6990348667                           O            06/01/16
    0


    5343699          L60/F27             F          360,000.00         ZZ
                                         180        354,315.45          1
                                       7.125          3,260.99         80
                                       6.875          3,260.99
    GLEN ALLEN       VA   23059          2            03/23/01         00
    6990322633                           05           05/01/01          0
    6990322633                           O            04/01/16
    0


    5343700          L60/F27             F          360,000.00         T
                                         180        356,572.74          1
                                       7.000          3,235.78         80
                                       6.750          3,235.78
    BRACEY           VA   23919          2            01/31/00         00
    6610288950                           05           07/01/01          0
    6610288950                           O            06/01/16
    0
1




    5343703          L60/F27             F          368,000.00         ZZ
                                         180        363,213.93          1
                                       6.750          3,256.47         74
                                       6.500          3,256.47
    LAKE WYLIE       SC   29710          2            04/20/01         00
    6610629472                           05           06/01/01          0
    6610629472                           O            05/01/16
    0


    5343712          L60/F27             F          384,000.00         ZZ
                                         180        380,344.25          1
                                       7.000          3,451.50         79
                                       6.750          3,451.50
    NORFOLK          VA   23509          2            05/08/01         00
    6920068411                           03           07/01/01          0
    6920068411                           O            06/01/16
    0


    5343716          L60/F27             F          400,000.00         ZZ
                                         180        391,973.56          1
                                       7.000          3,595.31         54
                                       6.750          3,595.31
    GREENSBORO       NC   27410          5            03/20/01         00
    6610632309                           05           05/01/01          0
    6610632309                           O            04/01/16
    0


    5343721          L60/F27             F          425,600.00         ZZ
                                         180        360,972.76          1
                                       7.000          3,825.41         71
                                       6.750          3,825.41
    CHAPEL HILL      NC   27514          2            04/12/01         00
    6610643629                           05           06/01/01          0
    6610643629                           O            05/01/16
    0


    5343740          L60/F27             F          459,500.00         ZZ
                                         180        453,284.43          1
                                       6.875          4,098.07         75
                                       6.625          4,098.07
    CHAPEL HILL      NC   27514          2            04/26/01         00
    6610663387                           03           06/01/01          0
    6610663387                           O            05/01/16
    0


    5343751          L60/F27             F          499,170.00         ZZ
                                         120        490,526.35          1
1


                                       7.125          5,828.00         33
                                       6.875          5,828.00
    CHARLESTON       WV   25304          2            05/04/01         00
    6920067857                           05           07/01/01          0
    6920067857                           O            06/01/11
    0


    5343763          L60/F27             F          550,000.00         ZZ
                                         180        544,820.03          1
                                       7.125          4,982.07         64
                                       6.875          4,982.07
    BETHESDA         MD   20814          2            05/14/01         00
    6920065927                           05           07/01/01          0
    6920065927                           O            06/01/16
    0


    5343781          L60/F27             F          748,000.00         ZZ
                                         180        738,779.64          1
                                       7.375          6,881.03         68
                                       7.125          6,881.03
    RALEIGH          NC   27608          2            04/23/01         00
    6610621099                           05           06/01/01          0
    6610621099                           O            05/01/16
    0


    5344479          E33/G01             F          400,000.00         ZZ
                                         180        400,000.00          1
                                       6.875          3,567.42         69
                                       6.625          3,567.42
    GLENCOE          IL   60022          1            08/10/01         00
    0433101037                           05           10/01/01          0
    HAMANN                               O            09/01/16
    0


    5347267          L81/G01             F          385,000.00         ZZ
                                         180        385,000.00          1
                                       7.125          3,487.45         75
                                       6.875          3,487.45
    IRVINE           CA   92604          5            08/02/01         00
    0433110814                           01           10/01/01          0
    012951                               O            09/01/16
    0


    5352065          956/G01             F          310,000.00         ZZ
                                         180        309,000.53          1
                                       6.750          2,743.22         62
                                       6.500          2,743.22
    SAN JOSE         CA   95117          2            07/11/01         00
    0433093515                           05           09/01/01          0
1


    211050216                            O            08/01/16
    0


    5353402          E22/G01             F           54,000.00         ZZ
                                         180         54,000.00          1
                                       7.375            496.76         90
                                       7.125            496.76
    BIRMINGHAM       AL   35234          1            08/15/01         01
    0412749301                           05           10/01/01         25
    0412749301                           O            09/01/16
    0


    5353468          E22/G01             F          600,000.00         ZZ
                                         180        600,000.00          1
                                       7.000          5,392.97         73
                                       6.750          5,392.97
    BARRINGTON HILL  IL   60010          2            08/09/01         00
    0412888190                           05           10/01/01          0
    0412888190                           O            09/01/16
    0


    5353687          696/G01             F          580,000.00         ZZ
                                         180        580,000.00          1
                                       6.875          5,172.76         80
                                       6.625          5,172.76
    MCLEAN           VA   22101          1            08/15/01         00
    0433082807                           05           10/01/01          0
    21701210                             O            09/01/16
    0


    5354020          956/G01             F          650,000.00         ZZ
                                         180        650,000.00          1
                                       6.875          5,797.05         75
                                       6.625          5,797.05
    SAN FRANCISCO    CA   94132          1            07/30/01         00
    0433098001                           05           10/01/01          0
    EMCW2404                             O            09/01/16
    0


    5354263          956/G01             F          447,200.00         ZZ
                                         180        445,819.51          1
                                       7.250          4,082.32         80
                                       7.000          4,082.32
    SAN LUIS OBISPO  CA   93401          2            07/17/01         00
    0433131265                           05           09/01/01          0
    211070005                            O            08/01/16
    0


1


    5363694          601/G01             F          350,000.00         ZZ
                                         180        348,919.56          1
                                       7.250          3,195.02         72
                                       7.000          3,195.02
    BOSTON           MA   02127          1            07/06/01         00
    0433068970                           01           09/01/01          0
    15561749                             O            08/01/16
    0


    5364740          956/G01             F          347,300.00         ZZ
                                         180        346,192.33          1
                                       6.875          3,097.41         80
                                       6.625          3,097.41
    ATLANTA          GA   30345          1            07/30/01         00
    0433085461                           03           09/01/01          0
    2711070008                           O            08/01/16
    0


    5367097          956/G01             F          320,000.00         ZZ
                                         180        317,634.45          1
                                       6.750          2,831.71         54
                                       6.500          2,831.71
    PORTLAND         OR   97225          2            06/25/01         00
    0433093879                           05           08/01/01          0
    171150131                            O            07/01/16
    0


    5369253          E82/G01             F          243,500.00         ZZ
                                         180        243,500.00          1
                                       7.375          2,240.01         77
                                       7.125          2,240.01
    BROOKLYN         NY   11235          2            08/14/01         00
    0400440376                           05           10/01/01          0
    0400440376                           O            09/01/16
    0


    5369260          E82/G01             F          283,700.00         ZZ
                                         180        283,700.00          1
                                       7.250          2,589.79         69
                                       7.000          2,589.79
    YAKIMA           WA   98901          2            08/15/01         00
    0400464004                           05           10/01/01          0
    1571875                              O            09/01/16
    0


    5373983          994/994             F          436,000.00         ZZ
                                         180        434,624.44          1
                                       7.000          3,918.89         80
                                       6.750          3,918.89
1


    SCOTCH PLAINS    NJ   07076          1            07/25/01         00
    218603094                            03           09/01/01          0
    218603094                            O            08/01/16
    0


    5373995          994/994             F          368,500.00         ZZ
                                         180        364,991.79          1
                                       7.000          3,312.19         57
                                       6.750          3,312.19
    WHITE PLAINS     NY   10605          2            05/24/01         00
    1000262972                           01           07/01/01          0
    1000262972                           O            06/01/16
    0


    5374013          994/994             F          422,728.00         ZZ
                                         180        417,346.39          1
                                       7.000          3,799.60         73
                                       6.750          3,799.60
    COLORADO SPRING  CO   80919          2            04/16/01         00
    0508368                              05           06/01/01          0
    0508368                              O            05/01/16
    0


    5374422          J95/J95             F          458,100.00         ZZ
                                         180        458,100.00          1
                                       7.125          4,149.61         80
                                       6.875          4,149.61
    RENO             NV   89509          1            08/09/01         00
    0023336910                           03           10/01/01          0
    0023336910                           O            09/01/16
    0


    5374424          J95/J95             F          340,000.00         T
                                         180        338,891.90          1
                                       6.625          2,985.18         80
                                       6.375          2,985.18
    BEACH HAVEN      NJ   08008          2            08/10/01         00
    0018550913                           05           09/01/01          0
    0018550913                           O            08/01/16
    0


    5374425          J95/J95             F        1,000,000.00         ZZ
                                         180        990,273.22          1
                                       6.750          8,849.09         67
                                       6.500          8,849.09
    LOUISVILLE       KY   40205          2            05/31/01         00
    0020166328                           05           07/01/01          0
    0020166328                           O            06/01/16
    0
1




    5374426          J95/J95             F          600,000.00         ZZ
                                         180        594,226.16          1
                                       6.875          5,351.13         59
                                       6.625          5,351.13
    MCLEAN           VA   22101          1            05/16/01         00
    0020174074                           05           07/01/01          0
    0020174074                           O            06/01/16
    0


    5374429          J95/J95             F          451,600.00         ZZ
                                         180        450,205.93          1
                                       7.250          4,122.49         80
                                       7.000          4,122.49
    BROOKLINE        MA   02445          1            07/25/01         00
    0020186276                           01           09/01/01          0
    0020186276                           O            08/01/16
    0


    5374431          J95/J95             F          650,000.00         ZZ
                                         180        650,000.00          1
                                       7.000          5,842.38         35
                                       6.750          5,842.38
    RENO             NV   89511          2            08/02/01         00
    0023643083                           05           10/01/01          0
    0023643083                           O            09/01/16
    0


    5374432          J95/J95             F          500,000.00         ZZ
                                         180        498,422.53          1
                                       7.000          4,494.14         77
                                       6.750          4,494.14
    ST AUGUSTINE     FL   32084          1            07/30/01         00
    0020195707                           05           09/01/01          0
    0020195707                           O            08/01/16
    0


    5374433          J95/J95             F          325,000.00         T
                                         180        323,974.64          1
                                       7.000          2,921.19         70
                                       6.750          2,921.19
    TEXAS CITY       TX   77590          2            07/12/01         00
    0020205878                           05           09/01/01          0
    0020205878                           O            08/01/16
    0


    5374434          J95/J95             F          492,000.00         ZZ
                                         180        490,447.76          1
1


                                       7.000          4,422.24         80
                                       6.750          4,422.24
    EUGENE           OR   97405          2            07/03/01         00
    0020207544                           05           09/01/01          0
    0020207544                           O            08/01/16
    0


    5374435          J95/J95             F          360,000.00         ZZ
                                         180        360,000.00          1
                                       6.750          3,185.68         80
                                       6.500          3,185.68
    HAGERSTOWN       MD   21742          2            08/03/01         00
    0027244888                           05           10/01/01          0
    0027244888                           O            09/01/16
    0


    5374436          J95/J95             F          329,000.00         ZZ
                                         180        327,927.75          1
                                       6.625          2,888.60         78
                                       6.375          2,888.60
    FREEHOLD         NJ   07728          1            07/23/01         00
    0020201265                           05           09/01/01          0
    0020201265                           O            08/01/16
    0


    5374437          J95/J95             F          436,000.00         ZZ
                                         180        434,654.09          1
                                       7.250          3,980.08         80
                                       7.000          3,980.08
    SOUTH SALEM      NY   10593          1            07/26/01         00
    0020209789                           05           09/01/01          0
    0020209789                           O            08/01/16
    0


    5374438          J95/J95             F          337,000.00         ZZ
                                         180        335,959.69          1
                                       7.250          3,076.35         47
                                       7.000          3,076.35
    HUNTINGTON BEAC  CA   92648          2            07/27/01         00
    0023589062                           05           09/01/01          0
    0023589062                           O            08/01/16
    0


    5374440          J95/J95             F          352,000.00         ZZ
                                         180        350,877.34          1
                                       6.875          3,139.33         80
                                       6.625          3,139.33
    DAVIDSON         NC   28036          2            07/23/01         00
    0020208872                           05           09/01/01          0
1


    0020208872                           O            08/01/16
    0


    5374441          J95/J95             F          597,600.00         ZZ
                                         180        597,600.00          1
                                       7.000          5,371.40         80
                                       6.750          5,371.40
    GERMANTOWN       TN   38139          2            08/10/01         00
    0027329978                           05           10/01/01          0
    0027329978                           O            09/01/16
    0


    5374442          J95/J95             F          440,000.00         ZZ
                                         180        440,000.00          1
                                       6.875          3,924.16         80
                                       6.625          3,924.16
    BOWIE            MD   20721          2            08/10/01         00
    0027345701                           05           10/01/01          0
    0027345701                           O            09/01/16
    0


    5374523          E82/G01             F          187,500.00         ZZ
                                         180        187,500.00          1
                                       7.125          1,698.43         75
                                       6.875          1,698.43
    GUILFORD         CT   06437          2            08/16/01         00
    0400439766                           05           10/01/01          0
    0400439766                           O            09/01/16
    0


    5374880          994/994             F          412,500.00         ZZ
                                         180        411,226.63          1
                                       7.250          3,765.56         75
                                       7.000          3,765.56
    FARGO            ND   58104          2            07/06/01         00
    402077422                            05           09/01/01          0
    402077422                            O            08/01/16
    0


    5376482          994/994             F          405,000.00         ZZ
                                         180        403,708.30          1
                                       6.875          3,612.01         74
                                       6.625          3,612.01
    FULTON           MD   20759          2            07/19/01         00
    218368219                            03           09/01/01          0
    218368219                            O            08/01/16
    0


1


    5376693          994/994             F          400,000.00         ZZ
                                         180        397,468.66          1
                                       7.000          3,595.32         57
                                       6.750          3,595.32
    ALLENDALE        NJ   07401          2            06/15/01         00
    1000280752                           05           08/01/01          0
    1000280752                           O            07/01/16
    0


    5379004          623/G01             F          400,000.00         ZZ
                                         180        397,468.66          1
                                       7.000          3,595.32         33
                                       6.750          3,595.32
    CUPERTINO        CA   95014          2            06/12/01         00
    0433079571                           05           08/01/01          0
    1964187                              O            07/01/16
    0


    5379006          623/G01             F          350,000.00         ZZ
                                         180        348,883.72          1
                                       6.875          3,121.49         56
                                       6.625          3,121.49
    SAN DIEGO        CA   92131          2            07/03/01         00
    0433079605                           03           09/01/01          0
    1970412                              O            08/01/16
    0


    5379007          623/G01             F          650,000.00         ZZ
                                         180        643,677.59          1
                                       6.750          5,751.91         54
                                       6.500          5,751.91
    NEWPORT BEACH    CA   92663          1            05/17/01         00
    0433079647                           03           07/01/01          0
    1974552                              O            06/01/16
    0


    5379010          623/G01             F          378,000.00         ZZ
                                         180        376,845.81          1
                                       7.375          3,477.31         59
                                       7.125          3,477.31
    SAN DIEGO        CA   92122          2            07/11/01         00
    0433079654                           05           09/01/01          0
    1978599                              O            08/01/16
    0


    5379011          623/G01             F          350,000.00         ZZ
                                         180        348,871.56          1
                                       6.750          3,097.19         58
                                       6.500          3,097.19
1


    SAN JOSE         CA   95123          2            07/13/01         00
    0433079688                           05           09/01/01          0
    1978921                              O            08/01/16
    0


    5379012          623/G01             F          650,000.00         ZZ
                                         180        642,165.16          1
                                       6.625          5,706.96         65
                                       6.375          5,706.96
    LITTLETON        CO   80121          2            06/25/01         00
    0433079134                           05           08/01/01          0
    1979021                              O            07/01/16
    0


    5379013          623/G01             F          650,000.00         ZZ
                                         180        645,886.59          1
                                       7.000          5,842.39         50
                                       6.750          5,842.39
    SCOTTSDALE       AZ   85255          1            06/15/01         00
    0433079449                           03           08/01/01          0
    1979943                              O            07/01/16
    0


    5379014          623/G01             F          405,400.00         ZZ
                                         180        402,889.52          1
                                       7.250          3,700.75         70
                                       7.000          3,700.75
    SCOTTSDALE       AZ   85262          2            06/28/01         00
    0433079423                           03           08/01/01          0
    1980718                              O            07/01/16
    0


    5379016          623/G01             F          375,000.00         ZZ
                                         180        369,488.74          1
                                       7.000          3,370.61         56
                                       6.750          3,370.61
    CAMARILLO        CA   93010          2            06/15/01         00
    0433079472                           05           08/01/01          0
    1980989                              O            07/01/16
    0


    5379017          623/G01             F          485,000.00         ZZ
                                         180        483,468.05          1
                                       7.125          4,393.29         41
                                       6.875          4,393.29
    ALBUQUERQUE      NM   87107          5            07/02/01         00
    0433079084                           05           09/01/01          0
    1981304                              O            08/01/16
    0
1




    5379022          623/G01             F          435,000.00         ZZ
                                         180        433,657.18          1
                                       7.250          3,970.95         75
                                       7.000          3,970.95
    UNION CITY       CA   94587          5            07/16/01         00
    0433079514                           05           09/01/01          0
    1985948                              O            08/01/16
    0


    5379023          623/G01             F          650,000.00         ZZ
                                         180        647,971.48          1
                                       7.125          5,887.90         80
                                       6.875          5,887.90
    CENTERVILLE      UT   84014          1            07/06/01         00
    0433079126                           05           09/01/01          0
    2786248                              O            08/01/16
    0


    5379024          623/G01             F          347,500.00         ZZ
                                         180        345,348.08          1
                                       7.250          3,172.20         69
                                       7.000          3,172.20
    PARK CITY        UT   84060          2            07/02/01         00
    0433079712                           01           08/01/01          0
    2788002                              O            07/01/16
    0


    5379034          623/G01             F          450,000.00         ZZ
                                         180        446,962.81          1
                                       6.250          3,858.40         53
                                       6.000          3,858.40
    LOUISVILLE       KY   40245          1            06/26/01         00
    0433079415                           05           08/01/01          0
    5361846                              O            07/01/16
    0


    5379035          623/G01             F          632,500.00         ZZ
                                         180        628,497.34          1
                                       7.000          5,685.09         55
                                       6.750          5,685.09
    ATLANTA          GA   30307          5            07/02/01         00
    0433079001                           05           08/01/01          0
    5361923                              O            07/01/16
    0


    5379043          623/G01             F          423,000.00         ZZ
                                         180        421,606.47          1
1


                                       6.500          3,684.78         71
                                       6.250          3,684.78
    ROSWELL          GA   30075          2            07/16/01         00
    0433079035                           05           09/01/01          0
    5368061                              O            08/01/16
    0


    5379942          994/994             F          290,000.00         ZZ
                                         180        289,085.07          1
                                       7.000          2,606.60         75
                                       6.750          2,606.60
    SAN DIEGO        CA   92126          2            07/11/01         00
    403369621                            05           09/01/01          0
    403369621                            O            08/01/16
    0


    5380194          994/994             F          386,100.00         ZZ
                                         180        383,656.63          1
                                       7.000          3,470.38         90
                                       6.750          3,470.38
    SLIDELL          LA   70458          2            06/28/01         14
    80738374                             03           08/01/01         25
    80738374                             O            07/01/16
    0


    5381433          994/994             F          390,000.00         ZZ
                                         180        388,796.08          1
                                       7.250          3,560.17         62
                                       7.000          3,560.17
    LARGO            FL   33777          5            07/13/01         00
    403374399                            03           09/01/01          0
    403374399                            O            08/01/16
    0


    5384937          E22/G01             F          570,000.00         ZZ
                                         180        570,000.00          1
                                       7.000          5,123.32         80
                                       6.750          5,123.32
    LISLE            IL   60532          2            08/15/01         00
    0412841405                           05           10/01/01          0
    0412841405                           O            09/01/16
    0


    5384977          E22/G01             F          317,000.00         ZZ
                                         180        317,000.00          1
                                       6.875          2,827.18         57
                                       6.625          2,827.18
    CARLSBAD         CA   92009          2            08/08/01         00
    0412887788                           03           10/01/01          0
1


    0412887788                           O            09/01/16
    0


    5384992          E22/G01             F          320,000.00         ZZ
                                         180        320,000.00          1
                                       6.750          2,831.71         80
                                       6.500          2,831.71
    ENNIS            TX   75119          2            08/15/01         00
    0412897308                           05           10/01/01          0
    0412897308                           O            09/01/16
    0


    5385111          994/994             F          575,000.00         ZZ
                                         180        569,286.30          1
                                       6.500          5,008.87         80
                                       6.250          5,008.87
    OYSTER BAY COVE  NY   11771          1            05/31/01         00
    1000253283                           05           07/01/01          0
    1000253283                           O            06/01/16
    0


    5385311          696/G01             F          345,000.00         ZZ
                                         180        345,000.00          1
                                       7.000          3,100.96         74
                                       6.750          3,100.96
    BETHESDA         MD   20817          2            08/15/01         00
    0433081205                           05           10/01/01          0
    32901226                             O            09/01/16
    0


    5385918          025/025             F          336,000.00         ZZ
                                         180        332,766.66          1
                                       6.875          2,996.63         80
                                       6.625          2,996.63
    ALBANY           GA   31707          1            05/25/01         00
    0025641390                           05           07/01/01          0
    0025641390                           O            06/01/16
    0


    5386051          025/025             F          308,000.00         ZZ
                                         168        305,889.39          1
                                       7.375          2,944.99         80
                                       7.125          2,944.99
    LAKELAND         FL   33810          1            06/27/00         00
    0021659388                           03           08/01/01          0
    0021659388                           O            07/01/15
    0


1


    5386194          025/025             F          330,000.00         ZZ
                                         180        327,843.05          1
                                       6.625          2,897.38         57
                                       6.375          2,897.38
    SALINAS          CA   93907          2            06/21/01         00
    11111032                             09           08/01/01          0
    11111032                             O            07/01/16
    0


    5386426          025/025             F          350,000.00         ZZ
                                         180        344,473.34          1
                                       7.125          3,170.41         73
                                       6.875          3,170.41
    VENICE           FL   34293          1            03/26/01         00
    0025525353                           03           05/01/01          0
    0025525353                           O            04/01/16
    0


    5386771          025/025             F          384,000.00         ZZ
                                         180        380,264.92          1
                                       6.750          3,398.05         77
                                       6.500          3,398.05
    KNOXVILLE        TN   37919          2            05/08/01         00
    0021801048                           05           07/01/01          0
    0021801048                           O            06/01/16
    0


    5386957          025/025             F          346,500.00         ZZ
                                         180        341,993.52          1
                                       6.750          3,066.22         90
                                       6.500          3,066.22
    LEXINGTON        KY   40515          1            04/23/01         01
    0138895222                           05           06/01/01         25
    0138895222                           O            05/01/16
    0


    5387147          025/025             F          448,000.00         ZZ
                                         180        440,849.98          1
                                       7.000          4,026.75         80
                                       6.750          4,026.75
    JACKSONVILLE     FL   32225          1            03/26/01         00
    0021178298                           05           05/01/01          0
    0021178298                           O            04/01/16
    0


    5387360          025/025             F          485,000.00         ZZ
                                         180        481,761.30          1
                                       6.375          4,191.62         78
                                       6.125          4,191.62
1


    ALEXANDRIA       VA   22302          2            06/25/01         00
    0139188361                           05           08/01/01          0
    0139188361                           O            07/01/16
    0


    5392559          A13/G01             F          590,000.00         ZZ
                                         180        586,306.52          1
                                       7.125          5,344.40         68
                                       6.875          5,344.40
    DUBLIN           OH   43017          2            06/01/01         00
    0433119625                           03           08/01/01          0
    998337520                            O            07/01/16
    0


    5395611          E22/G01             F          478,000.00         ZZ
                                         180        478,000.00          1
                                       6.625          4,196.81         51
                                       6.375          4,196.81
    LOS ANGELES      CA   90064          2            08/10/01         00
    0412873465                           05           10/01/01          0
    0412873465                           O            09/01/16
    0


    5395627          E22/G01             F          300,000.00         ZZ
                                         180        300,000.00          1
                                       7.000          2,696.48         41
                                       6.750          2,696.48
    ESCONDIDO        CA   92029          2            08/09/01         00
    0412893216                           05           10/01/01          0
    0412893216                           O            09/01/16
    0


    5395942          696/G01             F          460,000.00         ZZ
                                         180        460,000.00          1
                                       6.875          4,102.53         51
                                       6.625          4,102.53
    POTOMAC          MD   20854          1            08/15/01         00
    0433077591                           05           10/01/01          0
    32901197                             O            09/01/16
    0


    5398237          076/076             F          580,000.00         ZZ
                                         180        576,369.09          1
                                       7.125          5,253.83         80
                                       6.875          5,253.83
    SUFFOLK          VA   23435          1            06/21/01         00
    5412754                              05           08/01/01          0
    5412754                              O            07/01/16
    0
1




    5398238          076/076             F          399,200.00         T
                                         180        392,967.68          1
                                       7.250          3,644.15         80
                                       7.000          3,644.15
    SEDONA           AZ   86336          1            07/27/01         00
    5551904                              05           09/01/01          0
    5551904                              O            08/01/16
    0


    5398239          076/076             F          369,600.00         ZZ
                                         180        367,206.90          1
                                       6.750          3,270.63         80
                                       6.500          3,270.63
    ARENA            WI   53503          2            06/04/01         00
    5772114                              05           08/01/01          0
    5772114                              O            07/01/16
    0


    5398760          E82/G01             F          485,500.00         ZZ
                                         180        485,500.00          1
                                       6.875          4,329.95         63
                                       6.625          4,329.95
    EAST ISLIP       NY   11730          2            08/15/01         00
    0400455366                           05           10/01/01          0
    1923682                              O            09/01/16
    0


    5398767          E82/G01             F          404,000.00         ZZ
                                         180        404,000.00          1
                                       7.250          3,687.97         73
                                       7.000          3,687.97
    FRIPP ISLAND     SC   29920          2            08/16/01         00
    0400444048                           05           10/01/01          0
    0400444048                           O            09/01/16
    0


    5405622          E48/G01             F          418,500.00         ZZ
                                         180        417,165.24          1
                                       6.875          3,732.42         62
                                       6.625          3,732.42
    BRENTWOOD        TN   37027          2            07/31/01         00
    0433124302                           05           09/01/01          0
    05011554                             O            08/01/16
    0


    5407605          E82/G01             F          169,400.00         ZZ
                                         180        169,400.00          1
1


                                       7.375          1,558.35         79
                                       7.125          1,558.35
    NORTH PLAINFIEL  NJ   07060          2            08/20/01         00
    0400465332                           05           10/01/01          0
    1996198                              O            09/01/16
    0


    5411958          196/G01             F          315,000.00         ZZ
                                         180        313,049.34          1
                                       7.250          2,875.52         90
                                       7.000          2,875.52
    NORTHRIDGE       CA   91326          1            06/26/01         10
    0433113065                           05           08/01/01         25
    1426061                              O            07/01/16
    0


    5411959          196/G01             F          330,000.00         ZZ
                                         180        327,956.45          1
                                       7.250          3,012.45         41
                                       7.000          3,012.45
    WHEATON          IL   60187          2            06/29/01         00
    0433107661                           05           08/01/01          0
    1426270                              O            07/01/16
    0


    5411960          196/G01             F          472,000.00         ZZ
                                         180        470,526.97          1
                                       7.125          4,275.53         80
                                       6.875          4,275.53
    TORRANCE         CA   90501          2            07/11/01         00
    0433107679                           05           09/01/01          0
    1428262                              O            08/01/16
    0


    5413602          696/G01             F          550,000.00         ZZ
                                         180        550,000.00          1
                                       6.750          4,867.00         55
                                       6.500          4,867.00
    POTOMAC          MD   20854          2            08/15/01         00
    0433112729                           05           10/01/01          0
    32701201                             O            09/01/16
    0


    5415415          E22/G01             F          829,000.00         ZZ
                                         180        829,000.00          1
                                       6.875          7,393.47         48
                                       6.625          7,393.47
    CALABASAS        CA   91302          2            08/10/01         00
    0412869968                           03           10/01/01          0
1


    0412869968                           O            09/01/16
    0


    5415764          956/G01             F          367,000.00         ZZ
                                         180        367,000.00          1
                                       6.875          3,273.11         70
                                       6.625          3,273.11
    LARGO            FL   33770          2            08/16/01         00
    0433114410                           05           10/01/01          0
    4111070175                           O            09/01/16
    0


    5415797          956/G01             F          498,000.00         ZZ
                                         180        498,000.00          1
                                       7.000          4,476.16         79
                                       6.750          4,476.16
    COLUMBUS         OH   43212          2            08/10/01         00
    0433115839                           05           10/01/01          0
    1111070419                           O            09/01/16
    0


    5416171          956/G01             F          405,000.00         ZZ
                                         180        405,000.00          1
                                       6.750          3,583.88         72
                                       6.500          3,583.88
    STAMFORD         CT   06903          2            08/10/01         00
    0433132479                           05           10/01/01          0
    3411080008                           O            09/01/16
    0


    5416292          956/G01             F          324,000.00         ZZ
                                         180        324,000.00          1
                                       7.000          2,912.20         71
                                       6.750          2,912.20
    PROSPECT         KY   40059          5            08/09/01         00
    0433114550                           05           10/01/01          0
    3311080023                           O            09/01/16
    0


    5416635          956/G01             F          360,000.00         ZZ
                                         180        360,000.00          1
                                       6.875          3,210.68         67
                                       6.625          3,210.68
    LEXINGTON        KY   40513          5            08/14/01         00
    0433114576                           05           10/01/01          0
    3311070149                           O            09/01/16
    0


1


    5418609          025/025             F          344,800.00         ZZ
                                         180        342,618.00          1
                                       7.000          3,099.16         40
                                       6.750          3,099.16
    NASHVILLE        TN   37205          1            06/25/01         00
    0025609397                           05           08/01/01          0
    0025609397                           O            07/01/16
    0


    5418763          025/025             F          400,000.00         ZZ
                                         180        395,853.04          1
                                       6.000          3,375.43         54
                                       5.750          3,375.43
    CARLSBAD         CA   92009          5            05/25/01         00
    0139120588                           03           07/01/01          0
    0139120588                           O            06/01/16
    0


    5418947          025/025             F          336,000.00         ZZ
                                         180        333,919.29          1
                                       7.250          3,067.22         80
                                       7.000          3,067.22
    GOLDEN           CO   80403          2            06/28/01         00
    0139021794                           05           08/01/01          0
    0139021794                           O            07/01/16
    0


    5419953          025/025             F          950,000.00         ZZ
                                         180        943,988.11          1
                                       7.000          8,538.87         64
                                       6.750          8,538.87
    OKLAHOMA CITY    OK   73142          2            06/07/01         00
    0139258628                           05           08/01/01          0
    0139258628                           O            07/01/16
    0


    5420347          025/025             F          400,000.00         ZZ
                                         180        397,413.47          1
                                       6.750          3,539.64         73
                                       6.500          3,539.64
    PITTSBURGH       PA   15215          5            06/05/01         00
    0139132138                           05           08/01/01          0
    0139132138                           O            07/01/16
    0


    5420599          025/025             F          701,000.00         ZZ
                                         180        694,254.24          1
                                       6.875          6,251.90         47
                                       6.625          6,251.90
1


    NASHVILLE        TN   37205          2            05/07/01         00
    0021729991                           05           07/01/01          0
    0021729991                           O            06/01/16
    0


    5420754          025/025             F          350,000.00         ZZ
                                         180        346,631.93          1
                                       6.875          3,121.49         70
                                       6.625          3,121.49
    JACKSONVILLE     FL   32211          5            04/30/01         00
    0025409608                           05           07/01/01          0
    0025409608                           O            06/01/16
    0


    5420916          025/025             F          335,000.00         ZZ
                                         180        331,741.52          1
                                       6.750          2,964.45         76
                                       6.500          2,964.45
    GAITHERSBURG     MD   20878          2            05/04/01         00
    0139108542                           03           07/01/01          0
    0139108542                           O            06/01/16
    0


    5421394          025/025             F          425,600.00         ZZ
                                         180        424,242.60          1
                                       6.875          3,795.73         80
                                       6.625          3,795.73
    TULSA            OK   74105          1            07/02/01         00
    130351646                            05           09/01/01          0
    130351646                            O            08/01/16
    0


    5421885          025/025             F          377,300.00         ZZ
                                         180        370,952.54          1
                                       7.375          3,470.87         72
                                       7.125          3,470.87
    SAN DIEGO        CA   92104          2            05/11/01         00
    0138919857                           05           07/01/01          0
    0138919857                           O            06/01/16
    0


    5422097          025/025             F          375,900.00         ZZ
                                         180        373,495.34          1
                                       6.875          3,352.49         80
                                       6.625          3,352.49
    OAKTON           VA   22124          1            06/15/01         00
    0139232185                           03           08/01/01          0
    0139232185                           O            07/01/16
    0
1




    5425115          025/025             F          400,000.00         ZZ
                                         180        397,468.66          1
                                       7.000          3,595.32         49
                                       6.750          3,595.32
    MONETA           VA   24121          2            06/25/01         00
    0130305097                           05           08/01/01          0
    0130305097                           O            07/01/16
    0


    5425116          025/025             F          500,000.00         ZZ
                                         180        486,729.92          1
                                       6.750          4,424.55         61
                                       6.500          4,424.55
    LAKE OSWEGO      OR   97034          5            03/25/01         00
    0139110282                           05           05/01/01          0
    0139110282                           O            04/01/16
    0


    5425123          025/025             F          356,000.00         ZZ
                                         180        350,257.50          1
                                       6.875          3,175.00         80
                                       6.625          3,175.00
    OVIEDO           FL   32765          2            03/09/01         00
    0025600297                           05           05/01/01          0
    0025600297                           O            04/01/16
    0


    5425125          025/025             F          375,000.00         ZZ
                                         180        370,615.21          1
                                       7.000          3,370.61         30
                                       6.750          3,370.61
    SULLIVANS ISLAN  SC   29482          2            06/12/01         00
    0139224026                           05           08/01/01          0
    0139224026                           O            07/01/16
    0


    5425127          025/025             F          618,000.00         ZZ
                                         180        603,814.99          1
                                       6.750          5,468.74         79
                                       6.500          5,468.74
    LIBERTY          MO   64068          2            01/04/01         00
    0138600481                           05           03/01/01          0
    0138600481                           O            02/01/16
    0


    5425128          025/025             F          312,000.00         ZZ
                                         180        303,119.27          1
1


                                       7.250          2,848.14         80
                                       7.000          2,848.14
    SEATTLE          WA   98155          1            11/27/00         00
    0138410527                           05           01/01/01          0
    0138410527                           O            12/01/15
    0


    5425134          025/025             F          540,000.00         ZZ
                                         180        536,545.61          1
                                       6.875          4,816.01         80
                                       6.625          4,816.01
    KNOXVILLE        TN   37919          1            06/18/01         00
    0025663816                           05           08/01/01          0
    0025663816                           O            07/01/16
    0


    5425135          025/025             F          350,000.00         ZZ
                                         180        347,761.04          1
                                       6.875          3,121.49         26
                                       6.625          3,121.49
    PLEASANTON       CA   94566          2            06/27/01         00
    0130319668                           07           08/01/01          0
    0130319668                           O            07/01/16
    0


    5425136          025/025             F          427,200.00         ZZ
                                         180        424,437.57          1
                                       6.750          3,780.34         80
                                       6.500          3,780.34
    KENSINGTON       MD   20895          1            06/28/01         00
    0139258834                           05           08/01/01          0
    0139258834                           O            07/01/16
    0


    5425137          025/025             F          334,000.00         ZZ
                                         180        327,426.78          1
                                       6.875          2,978.79         76
                                       6.625          2,978.79
    NASHVILLE        TN   37205          2            06/04/01         00
    0025535279                           07           07/01/01          0
    0025535279                           O            06/01/16
    0


    5425138          025/025             F          318,750.00         ZZ
                                         180        313,662.76          1
                                       7.000          2,865.02         75
                                       6.750          2,865.02
    TREASURE ISLAND  FL   33706          5            03/26/01         00
    0025521485                           05           05/01/01          0
1


    0025521485                           O            04/01/16
    0


    5425145          025/025             F          411,600.00         ZZ
                                         180        408,750.11          1
                                       7.125          3,728.41         65
                                       6.875          3,728.41
    PLANO            TX   75024          2            06/22/01         00
    0139030043                           07           08/01/01          0
    0139030043                           O            07/01/16
    0


    5425151          025/025             F          448,000.00         ZZ
                                         180        440,849.98          1
                                       7.000          4,026.75         80
                                       6.750          4,026.75
    CHESTERFIELD     ID   83217          2            04/02/01         00
    0138816780                           05           05/01/01          0
    0138816780                           O            04/01/16
    0


    5425170          025/025             F          387,100.00         ZZ
                                         180        384,650.32          1
                                       7.000          3,479.36         41
                                       6.750          3,479.36
    BUFORD           GA   30519          5            06/19/01         00
    0025647272                           05           08/01/01          0
    0025647272                           O            07/01/16
    0


    5425196          025/025             F          571,200.00         ZZ
                                         180        565,703.32          1
                                       6.875          5,094.27         75
                                       6.625          5,094.27
    ATHENS           GA   30606          2            05/20/01         00
    0025805136                           05           07/01/01          0
    0025805136                           O            06/01/16
    0


    5425197          025/025             F          555,000.00         ZZ
                                         180        551,525.62          1
                                       7.125          5,027.36         65
                                       6.875          5,027.36
    ATLANTA          GA   30327          1            06/15/01         00
    0025284928                           03           08/01/01          0
    0025284928                           O            07/01/16
    0


1


    5425199          025/025             F          326,400.00         ZZ
                                         180        324,065.04          1
                                       6.875          2,911.02         80
                                       6.625          2,911.02
    MIDLOTHIAN       VA   23113          1            06/08/01         00
    0139188882                           05           08/01/01          0
    0139188882                           O            07/01/16
    0


    5425201          025/025             F          349,000.00         ZZ
                                         180        346,767.44          1
                                       6.875          3,112.57         70
                                       6.625          3,112.57
    ORANGE           CA   92869          2            06/11/01         00
    0139216733                           05           08/01/01          0
    0139216733                           O            07/01/16
    0


    5425202          025/025             F          500,000.00         ZZ
                                         180        494,924.80          1
                                       6.250          4,287.12         61
                                       6.000          4,287.12
    CHEVY CHASE      MD   20815          5            05/01/01         00
    0130247828                           05           07/01/01          0
    0130247828                           O            06/01/16
    0


    5425209          025/025             F          356,000.00         ZZ
                                         180        353,747.12          1
                                       7.000          3,199.83         44
                                       6.750          3,199.83
    SAN JOSE         CA   95132          5            06/26/01         00
    0139372940                           05           08/01/01          0
    0139372940                           O            07/01/16
    0


    5426107          025/025             F          425,000.00         ZZ
                                         180        422,251.81          1
                                       6.750          3,760.87         75
                                       6.500          3,760.87
    FRANKFORT        IL   60423          5            06/08/01         00
    0139090104                           29           08/01/01          0
    0139090104                           O            07/01/16
    0


    5426210          025/025             F          452,600.00         ZZ
                                         180        446,327.96          1
                                       6.000          3,819.30         80
                                       5.750          3,819.30
1


    LEESBURG         VA   20176          1            04/18/01         00
    0130246374                           03           06/01/01          0
    0130246374                           O            05/01/16
    0


    5426293          025/025             F          456,000.00         ZZ
                                         180        453,114.29          1
                                       7.000          4,098.66         80
                                       6.750          4,098.66
    SPERRY           OK   74073          2            06/20/01         00
    139121057                            05           08/01/01          0
    139121057                            O            07/01/16
    0


    5426389          025/025             F          305,000.00         ZZ
                                         180        302,001.40          1
                                       6.625          2,677.89         90
                                       6.375          2,677.89
    BURLINGTON       WA   98233          1            05/22/01         01
    139117618                            05           07/01/01         25
    139117618                            O            06/01/16
    0


    5427982          E22/G01             F          316,000.00         ZZ
                                         180        316,000.00          1
                                       6.875          2,818.26         80
                                       6.625          2,818.26
    SPOKANE          WA   99218          2            08/15/01         00
    0412784159                           05           10/01/01          0
    0412784159                           O            09/01/16
    0


    5427990          E22/G01             F          370,000.00         ZZ
                                         180        370,000.00          1
                                       7.000          3,325.66         65
                                       6.750          3,325.66
    FISHERVILLE      KY   40023          1            08/24/01         00
    0412833725                           05           10/01/01          0
    0412833725                           O            09/01/16
    0


    5428043          E22/G01             F          212,900.00         ZZ
                                         180        212,900.00          1
                                       7.125          1,928.51         65
                                       6.875          1,928.51
    COPPER CANYON    TX   75077          5            08/20/01         00
    0412918138                           05           10/01/01          0
    0412918138                           O            09/01/16
    0
1




    5428214          E82/G01             F          274,200.00         ZZ
                                         180        274,200.00          1
                                       7.250          2,503.07         75
                                       7.000          2,503.07
    EAST BRUNSWICK   NJ   08816          2            08/22/01         00
    0400474995                           05           10/01/01          0
    0400474995                           O            09/01/16
    0


    5428224          E82/G01             F          200,000.00         ZZ
                                         180        200,000.00          1
                                       6.875          1,783.71         66
                                       6.625          1,783.71
    LA MIRADA        CA   90638          2            08/14/01         00
    0400472064                           03           10/01/01          0
    1609266                              O            09/01/16
    0


    5428274          025/025             F          503,000.00         ZZ
                                         180        496,458.16          1
                                       6.750          4,451.10         63
                                       6.500          4,451.10
    OAKTON           VA   22124          2            04/25/01         00
    0130211402                           03           06/01/01          0
    0130211402                           O            05/01/16
    0


    5436011          J95/J95             F          315,000.00         ZZ
                                         180        315,000.00          1
                                       6.875          2,809.35         70
                                       6.625          2,809.35
    PITTSTOWN        NJ   08867          2            08/15/01         00
    18689364                             05           10/01/01          0
    18689364                             O            09/01/16
    0


    5439094          E22/G01             F          353,000.00         ZZ
                                         180        353,000.00          1
                                       6.625          3,099.32         64
                                       6.375          3,099.32
    EL CERRITO       CA   94530          2            08/14/01         00
    0412897035                           05           10/01/01          0
    0412897035                           O            09/01/16
    0


    5439097          E22/G01             F          975,000.00         ZZ
                                         180        975,000.00          1
1


                                       7.000          8,763.58         65
                                       6.750          8,763.58
    BERKELEY         CA   94705          2            08/16/01         00
    0412899296                           05           10/01/01          0
    0412899296                           O            09/01/16
    0


    5439280          E82/G01             F          373,900.00         ZZ
                                         180        373,900.00          1
                                       7.000          3,360.72         66
                                       6.750          3,360.72
    BELMONT          CA   94002          2            08/24/01         00
    0400468567                           05           10/01/01          0
    3127957                              O            09/01/16
    0


    5439429          J95/J95             F          300,000.00         ZZ
                                         180        298,060.10          1
                                       6.750          2,654.73         66
                                       6.500          2,654.73
    LEXINGTON        SC   29072          5            06/08/01         00
    18598565                             03           08/01/01          0
    18598565                             O            07/01/16
    0


    5458727          964/G01             F          450,000.00         ZZ
                                         180        450,000.00          1
                                       6.500          3,919.99         63
                                       6.250          3,919.99
    DANVILLE         CA   94526          5            08/21/01         00
    0433115292                           03           10/01/01          0
    138276                               O            09/01/16
    0


    5459492          E22/G01             F          404,000.00         ZZ
                                         180        404,000.00          1
                                       7.125          3,659.56         80
                                       6.875          3,659.56
    BROOMFIELD       CO   80020          2            08/24/01         00
    0412950644                           05           10/01/01          0
    0412950644                           O            09/01/16
    0


    5462284          E82/G01             F          311,000.00         ZZ
                                         180        311,000.00          1
                                       6.875          2,773.67         61
                                       6.625          2,773.67
    LA JOLLA         CA   92037          2            08/22/01         00
    0400476248                           05           10/01/01          0
1


    1687196                              O            09/01/16
    0


    5471303          E22/G01             F          205,000.00         T
                                         180        205,000.00          1
                                       7.250          1,871.37         60
                                       7.000          1,871.37
    BERKELEY         NJ   08721          1            08/30/01         00
    0412868309                           05           10/01/01          0
    0412868309                           O            09/01/16
    0


    5471348          E22/G01             F          487,700.00         ZZ
                                         180        487,700.00          1
                                       7.000          4,383.59         41
                                       6.750          4,383.59
    THOUSAND OAKS    CA   91362          2            08/24/01         00
    0412930547                           05           10/01/01          0
    0412930547                           O            09/01/16
    0


    5471877          964/G01             F          600,000.00         ZZ
                                         180        600,000.00          1
                                       6.500          5,226.65         40
                                       6.250          5,226.65
    PISMO BEACH      CA   93449          2            08/16/01         00
    0433126968                           05           10/01/01          0
    133904                               O            09/01/16
    0


    5476514          956/G01             F          400,000.00         ZZ
                                         180        400,000.00          2
                                       6.875          3,567.42         69
                                       6.625          3,567.42
    ASTORIA          NY   11106          1            08/14/01         00
    0433134871                           05           10/01/01          0
    0122626                              O            09/01/16
    0


    5477850          286/286             F          407,500.00         ZZ
                                         180        406,200.33          1
                                       6.875          3,634.31         70
                                       6.625          3,634.31
    OLIVETTE         MO   63132          2            07/13/01         00
    434454                               05           09/01/01          0
    434454                               O            08/01/16
    0


1


    5477863          286/286             F          300,000.00         ZZ
                                         180        299,073.91          1
                                       7.250          2,738.59         41
                                       7.000          2,738.59
    CLEMENTS         CA   95227          5            07/13/01         00
    9856567                              05           09/01/01          0
    9856567                              O            08/01/16
    0


    5477864          286/286             F          105,000.00         ZZ
                                         120        103,783.18          1
                                       7.000          1,219.14         74
                                       6.750          1,219.14
    HOUSTON          TX   77080          2            06/18/01         00
    9859478                              03           08/01/01          0
    9859478                              O            07/01/11
    0


    5477865          286/286             F          397,000.00         ZZ
                                         180        395,787.80          1
                                       7.375          3,652.10         32
                                       7.125          3,652.10
    SANTA BARBARA    CA   93101          2            07/23/01         00
    9861174                              05           09/01/01          0
    9861174                              O            08/01/16
    0


    5477867          286/286             F          305,000.00         ZZ
                                         180        304,058.48          1
                                       7.250          2,784.23         53
                                       7.000          2,784.23
    FREMONT          CA   94555          5            07/02/01         00
    9865262                              05           09/01/01          0
    9865262                              O            08/01/16
    0


    5477868          286/286             F          317,000.00         ZZ
                                         180        314,972.14          1
                                       6.875          2,827.18         80
                                       6.625          2,827.18
    HAWTHORNE        CA   90250          2            06/18/01         00
    9865961                              05           08/01/01          0
    9865961                              O            07/01/16
    0


    5477871          286/286             F          350,000.00         ZZ
                                         180        348,883.72          1
                                       6.875          3,121.49         43
                                       6.625          3,121.49
1


    TARZANA          CA   91356          5            07/12/01         00
    9870069                              03           09/01/01          0
    9870069                              O            08/01/16
    0


    5477874          286/286             F          372,000.00         ZZ
                                         180        370,813.55          1
                                       6.875          3,317.70         80
                                       6.625          3,317.70
    ALAMEDA          CA   94502          1            07/30/01         00
    9880077                              03           09/01/01          0
    9880077                              O            08/01/16
    0


    5477876          286/286             F          396,000.00         ZZ
                                         180        394,764.16          1
                                       7.125          3,587.09         80
                                       6.875          3,587.09
    TRACY            CA   95376          1            07/10/01         00
    9940790                              05           09/01/01          0
    9940790                              O            08/01/16
    0


    5483355          E22/G01             F          395,000.00         ZZ
                                         180        395,000.00          1
                                       6.750          3,495.39         59
                                       6.500          3,495.39
    REDMOND          WA   98053          5            08/14/01         00
    0412858532                           05           10/01/01          0
    0412858532                           O            09/01/16
    0


    5483391          E22/G01             F          550,000.00         ZZ
                                         180        550,000.00          1
                                       6.875          4,905.20         41
                                       6.625          4,905.20
    OAKLAND          CA   94618          5            08/21/01         00
    0412901167                           05           10/01/01          0
    0412901167                           O            09/01/16
    0


    5483417          E22/G01             F          493,000.00         ZZ
                                         180        493,000.00          1
                                       6.750          4,362.60         54
                                       6.500          4,362.60
    MARATHON         FL   33050          2            08/30/01         00
    0412920506                           05           10/01/01          0
    0412920506                           O            09/01/16
    0
1




    5494530          964/G01             F          556,000.00         ZZ
                                         180        556,000.00          1
                                       6.625          4,881.65         64
                                       6.375          4,881.65
    VALLEY VILLAGE   CA   91607          2            08/22/01         00
    0433145844                           05           10/01/01          0
    139363                               O            09/01/16
    0


    5506504          E22/G01             F          316,000.00         ZZ
                                         180        316,000.00          1
                                       7.000          2,840.30         74
                                       6.750          2,840.30
    ROCHESTER HILLS  MI   48307          2            08/30/01         00
    0412935645                           05           10/01/01          0
    0412935645                           O            09/01/16
    0


    5512552          721/G01             F          292,000.00         T
                                         180        290,144.12          1
                                       6.950          2,616.43         80
                                       6.700          2,616.43
    SCOTTSDALE       AZ   85255          1            06/22/01         00
    0433146974                           03           08/01/01          0
    7890750123                           O            07/01/16
    0


    5517328          721/G01             F          378,000.00         ZZ
                                         180        375,581.93          1
                                       6.875          3,371.21         65
                                       6.625          3,371.21
    EDEN PRAIRIE     MN   55347          2            06/13/01         00
    0433146701                           05           08/01/01          0
    7810163871                           O            07/01/16
    0


    5528660          J95/J95             F          379,250.00         ZZ
                                         180        378,250.00          1
                                       6.750          3,356.02         85
                                       6.500          3,356.02
    WEITMINSTER      CO   80031          1            08/20/01         04
    7630333                              05           10/01/01         25
    7630333                              O            09/01/16
    0
1

   TOTAL NUMBER OF LOANS   :        565

   TOTAL ORIGINAL BALANCE  :   230,608,889.84

   TOTAL PRINCIPAL BALANCE :   229,108,266.79

   TOTAL ORIGINAL P+I      :     2,066,320.58

   TOTAL CURRENT P+I       :     2,066,320.58


                             ***************************
                             *      END OF REPORT      *
                             ***************************



<PAGE>



                                   EXHIBIT TWO
                         SCHEDULE OF DISCOUNT FRACTIONS
                            (Available Upon Request)

Loan Number     Current Balance Net Mortgage Rate Discount Fraction  PO Balance
4788173 "$538,269.20 "  0.0547  0.1248  "$67,176.00 "
5168369 "$643,261.20 "  0.0572  0.0848  "$54,548.55 "
5426210 "$446,327.96 "  0.0572  0.0848  "$37,848.61 "
5418763 "$395,853.04 "  0.0572  0.0848  "$33,568.34 "
5055743 "$433,902.58 "  0.0572  0.0848  "$36,794.94 "
5182977 "$344,768.35 "  0.0572  0.0848  "$29,236.36 "
4846207 "$381,332.27 "  0.05845 0.0648  "$24,710.33 "
5168952 "$441,462.11 "  0.05845 0.0648  "$28,606.74 "
5379034 "$446,962.81 "  0.0597  0.0448  "$20,023.93 "
5425202 "$494,924.80 "  0.0597  0.0448  "$22,172.63 "
5008801 "$330,454.33 "  0.0597  0.0448  "$14,804.35 "
5176207 "$389,683.94 "  0.0597  0.0448  "$17,457.84 "
4953874 "$389,382.35 "  0.06095 0.0248  "$9,656.68 "
5052067 "$598,001.99 "  0.06095 0.0248  "$14,830.45 "
5253975 "$300,919.59 "  0.06095 0.0248  "$7,462.81 "
5228838 "$118,487.33 "  0.06095 0.0248  "$2,938.49 "
5016144 "$148,493.51 "  0.06095 0.0248  "$3,682.64 "
4943633 "$733,450.38 "  0.06095 0.0248  "$18,189.57 "
5207514 "$99,332.23 "   0.06095 0.0248  "$2,463.44 "
5387360 "$481,761.30 "  0.06095 0.0248  "$11,947.68 "
5037165 "$297,018.92 "  0.0622  0.0048  "$1,425.69 "
5037164 "$328,511.97 "  0.0622  0.0048  "$1,576.86 "
5009541 "$986,714.89 "  0.0622  0.0048  "$4,736.23 "
4997297 "$322,932.61 "  0.0622  0.0048  "$1,550.08 "
4944749 "$395,926.25 "  0.0622  0.0048  "$1,900.45 "
5161874 "$349,894.83 "  0.0622  0.0048  "$1,679.50 "
4925206 "$394,685.97 "  0.0622  0.0048  "$1,894.49 "
4857016 "$320,682.35 "  0.0622  0.0048  "$1,539.28 "
4854907 "$384,818.81 "  0.0622  0.0048  "$1,847.13 "
5458727 "$450,000.00 "  0.0622  0.0048  "$2,160.00 "
4777207 "$362,588.57 "  0.0622  0.0048  "$1,740.43 "
4977095 "$364,838.27 "  0.0622  0.0048  "$1,751.22 "
5176491 "$346,519.37 "  0.0622  0.0048  "$1,663.29 "
5343506 "$394,317.99 "  0.0622  0.0048  "$1,892.73 "
5294466 "$400,635.52 "  0.0622  0.0048  "$1,923.05 "
5276094 "$314,958.97 "  0.0622  0.0048  "$1,511.80 "
5253961 "$182,397.08 "  0.0622  0.0048  $875.51
5253950 "$538,221.02 "  0.0622  0.0048  "$2,583.46 "
5219879 "$330,028.54 "  0.0622  0.0048  "$1,584.14 "
5207518 "$507,624.00 "  0.0622  0.0048  "$2,436.60 "
5064703 "$396,190.48 "  0.0622  0.0048  "$1,901.71 "
5379043 "$421,606.47 "  0.0622  0.0048  "$2,023.71 "
5061307 "$348,846.95 "  0.0622  0.0048  "$1,674.47 "
5174218 "$393,339.42 "  0.0622  0.0048  "$1,888.03 "
5173829 "$335,753.73 "  0.0622  0.0048  "$1,611.62 "
5471877 "$600,000.00 "  0.0622  0.0048  "$2,880.00 "
5385111 "$569,286.30 "  0.0622  0.0048  "$2,732.57 "
4749285 "$357,686.79 "  0.0622  0.0048  "$1,716.90 "
5166703 "$340,977.76 "  0.0622  0.0048  "$1,636.69 "
5161677 "$363,200.00 "  0.0622  0.0048  "$1,743.36 "
5173812 "$367,555.53 "  0.0622  0.0048  "$1,764.27 "
5207513 "$322,852.84 "  0.0622  0.0048  "$1,549.69 "

52      "$20,947,643.47 "               2.48006567%     "$519,515.31 "



<PAGE>



                                        EXHIBIT THREE

                                INFORMATION TO BE INCLUDED IN
                             MONTHLY DISTRIBUTION DATE STATEMENT

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

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

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

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

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

               (vi) the aggregate Certificate Principal Balance of each Class of
        Certificates and the Senior Percentage, 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) the related Subordinate  Principal  Distribution Amount and
          Prepayment Distribution Percentage, if applicable;

               (viii) on the basis of the most recent reports furnished to it by
        Sub-Servicers, the number and aggregate principal balances of Mortgage
        Loans that are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or
        more days and the number and aggregate principal balance of Mortgage
        Loans that are in foreclosure;

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

               (x) 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;

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

               (xii) the weighted average Pool Strip Rate for such Distribution
        Date and the Pass- Through Rate with respect to the Class A-V
        Certificates and each Subclass, if any, thereof;


                                             -1-

<PAGE>



               (xiii) [RESERVED];

               (xiv) the Notional Amount with respect to each class of Interest
        Only Certificates and each Subclass Notional Amount;

               (xv)   the occurrence of the Credit Support Depletion Date;

               (xvi) the  related  Senior  Accelerated  Distribution  Percentage
          applicable to such distribution;

               (xvii) the related Senior Percentage for such Distribution Date;

               (xviii)the   aggregate   amount  of  Realized   Losses  for  such
          Distribution Date;

               (xix) the aggregate amount of any recoveries on previously
        foreclosed loans from Sellers due to a breach of representation or
        warranty assigned to the Trustee pursuant to Section 2.04;

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

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

               (xxii) if any of the Class M Certificates are held by a
        Depository, a legend substantially in the form of Exhibit H-3 to the
        Standard Terms, referencing such Certificates.

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.

The Trustee's internet website will initially be located at
http://www.abs.bankone.com. To receive this statement via first class mail,
telephone the Trustee at (800) 524-9472.



                                             -2-

<PAGE>


                                  EXHIBIT FOUR

                     STANDARD TERMS OF POOLING AND SERVICING
                       AGREEMENT DATED AS OF JULY 1, 2001



                                 EXECUTION COPY

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



                                STANDARD TERMS OF
                         POOLING AND SERVICING AGREEMENT




                            Dated as of July 1, 2001




                 Residential Funding Mortgage Securities I, Inc.




                       Mortgage Pass-Through Certificates





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







<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                          PAGE


                                          ARTICLE I

                                         DEFINITIONS
<S>             <C>                                                                         <C>
        Section 1.01  Definitions............................................................1
        Section 1.02  Use of Words and Phrases..............................................29

                                          ARTICLE II

                                CONVEYANCE OF MORTGAGE LOANS;
                              ORIGINAL ISSUANCE OF CERTIFICATES
        Section 2.01  Conveyance of Mortgage Loans..........................................30
        Section 2.02  Acceptance by Trustee.................................................36
        Section 2.03  Representations, Warranties and Covenants of the Master Servicer and the
                      Company...............................................................37
        Section 2.04  Representations and Warranties of Sellers.............................39
        Section 2.05  Execution and Authentication of Certificates/Issuance of Certificates
                      Evidencing Interests in REMIC I.......................................41
        Section 2.06  Conveyance of Uncertificated REMIC I and REMIC II Regular Interests;
                       Acceptance by the Trustee.............................................41
        Section 2.07  Issuance of Certificates Evidencing Interests in REMIC II.............41
       Section 2.08  Purposes and Powers of the Trust......................................41

                                         ARTICLE III

                                 ADMINISTRATION AND SERVICING
                                      OF MORTGAGE LOANS
        Section 3.01  Master Servicer to Act as Servicer....................................41
        Section 3.02  Subservicing Agreements Between Master Servicer and Subservicers;
                      Enforcement of Subservicers' and Sellers' Obligations.................43
        Section 3.03  Successor Subservicers................................................44
        Section 3.04  Liability of the Master Servicer......................................44
        Section 3.05  No Contractual Relationship Between Subservicer and Trustee or
                      Certificateholders....................................................45
        Section 3.06  Assumption or Termination of Subservicing Agreements by Trustee.......45
        Section 3.07  Collection of Certain Mortgage Loan Payments;  Deposits to Custodial
                      Account...............................................................45
        Section 3.08  Subservicing Accounts; Servicing Accounts.............................48
        Section 3.09  Access to Certain Documentation and Information Regarding the Mortgage
                      Loans.................................................................49
        Section 3.10  Permitted Withdrawals from the Custodial Account......................50
        Section 3.11  Maintenance of the Primary Insurance Policies; Collections Thereunder
                       .....................................................................51


                                              i

<PAGE>



        Section 3.12  Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....52
        Section 3.13  Enforcement of Due-on-Sale Clauses; Assumption and Modification
                      Agreements; Certain Assignments.......................................54
        Section 3.14  Realization Upon Defaulted Mortgage Loans.............................56
        Section 3.15  Trustee to Cooperate; Release of Mortgage Files.......................59
        Section 3.16  Servicing and Other Compensation; Compensating Interest...............60
        Section 3.17  Reports to the Trustee and the Company................................61
        Section 3.18  Annual Statement as to Compliance.....................................61
        Section 3.19  Annual Independent Public Accountants' Servicing Report...............62
        Section 3.20  Rights of the Company in Respect of the Master Servicer...............62
        Section 3.21  Administration of Buydown Funds.......................................63

                                          ARTICLE IV

                                PAYMENTS TO CERTIFICATEHOLDERS
        Section 4.01  Certificate Account...................................................63
        Section 4.02  Distributions.........................................................64
        Section 4.03  Statements to Certificateholders......................................64
        Section 4.04  Distribution of Reports to the Trustee and the Company; Advances by the
                      Master Servicer.......................................................65
        Section 4.05  Allocation of Realized Losses.........................................66
        Section 4.06  Reports of Foreclosures and Abandonment of Mortgaged Property.........66
        Section 4.07  Optional Purchase of Defaulted Mortgage Loans.........................67
        Section 4.08  Surety Bond...........................................................67

                                          ARTICLE V

                                       THE CERTIFICATES
        Section 5.01  The Certificates......................................................68
        Section 5.02  Registration of Transfer and Exchange of Certificates.................70
        Section 5.03  Mutilated, Destroyed, Lost or Stolen Certificates.....................75
        Section 5.04  Persons Deemed Owners.................................................76
        Section 5.05  Appointment of Paying Agent...........................................76

                                          ARTICLE VI

                             THE COMPANY AND THE MASTER SERVICER
        Section 6.01  Respective Liabilities of the Company and the Master Servicer.........77
        Section 6.02  Merger or Consolidation of the Company or the Master Servicer; Assignment
                      of Rights and Delegation of Duties by Master Servicer.................77
        Section 6.03  Limitation on Liability of the Company, the Master Servicer and Others
                       .....................................................................78
        Section 6.04  Company and Master Servicer Not to Resign.............................79

                                         ARTICLE VII



                                              ii

<PAGE>



                                           DEFAULT
        Section 7.01  Events of Default.....................................................79
        Section 7.02  Trustee or Company to Act; Appointment of Successor...................81
        Section 7.03  Notification to Certificateholders....................................82
        Section 7.04  Waiver of Events of Default...........................................82

                                         ARTICLE VIII

                                    CONCERNING THE TRUSTEE
        Section 8.01  Duties of Trustee.....................................................83
        Section 8.02  Certain Matters Affecting the Trustee.................................84
        Section 8.03  Trustee Not Liable for Certificates or Mortgage Loans.................86
        Section 8.04  Trustee May Own Certificates..........................................86
        Section 8.05  Master Servicer to Pay Trustee's Fees and Expenses; Indemnification...86
        Section 8.06  Eligibility Requirements for Trustee..................................87
        Section 8.07  Resignation and Removal of the Trustee................................88
        Section 8.08  Successor Trustee.....................................................89
        Section 8.09  Merger or Consolidation of Trustee....................................89
        Section 8.10  Appointment of Co-Trustee or Separate Trustee.........................89
        Section 8.11  Appointment of Custodians.............................................90
        Section 8.12  Appointment of Office or Agency.......................................91

                                          ARTICLE IX

                     TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
        Section 9.01  Optional Purchase by the Master Servicer of All Certificates; Termination
                      Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans
                                                                                            91
        Section 9.02  Additional Termination Requirements...................................94
        Section 9.03  Termination of Multiple REMICs........................................95

                                          ARTICLE X

                                       REMIC PROVISIONS
        Section 10.01 REMIC Administration..................................................95
        Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification......99
        Section 10.03 Designation of REMIC(s)...............................................99

                                          ARTICLE XI

                                   MISCELLANEOUS PROVISIONS
        Section 11.01 Amendment.............................................................99
        Section 11.02 Recordation of Agreement; Counterparts...............................102
        Section 11.03 Limitation on Rights of Certificateholders...........................102
        Section 11.04 Governing Law........................................................103
        Section 11.05 Notices..............................................................103


                                             iii

<PAGE>



        Section 11.06 Required Notices to Rating Agency and Subservicer....................103
        Section 11.07 Severability of Provisions...........................................104
        Section 11.08 Supplemental Provisions for Resecuritization.........................104
        Section 11.09 Allocation of Voting Rights..........................................105
</TABLE>


EXHIBITS

Exhibit A:     Form of Class A Certificate
Exhibit B:     Form of Class M Certificate
Exhibit C:     Form of Class B Certificate
Exhibit D:     Form of Class R Certificate
Exhibit E:     Form of Seller/Servicer Contract
Exhibit F:     Forms of Request for Release
Exhibit G-1:   Form of Transfer Affidavit and Agreement
Exhibit G-2:   Form of Transferor Certificate
Exhibit H:     Form of Investor Representation Letter
Exhibit I:     Form of Transferor Representation Letter
Exhibit J:     Form of Rule 144A Investment 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:     Request for Exchange Form




                                              iv

<PAGE>



        This is the Standard Terms of Pooling and Servicing Agreement,  dated as
of July 1, 2001 (the "Standard  Terms",  and as incorporated by reference into a
Series  Supplement  dated as of the Cut-off  Date,  the "Pooling  and  Servicing
Agreement" or "Agreement"),  among  RESIDENTIAL  FUNDING MORTGAGE  SECURITIES I,
INC., as the company  (together with its permitted  successors and assigns,  the
"Company"),  RESIDENTIAL FUNDING CORPORATION,  as master servicer (together with
its permitted  successors and assigns,  the "Master Servicer"),  and the trustee
named  in  the  applicable  Series  Supplement   (together  with  its  permitted
successors and assigns, the "Trustee").

                                    PRELIMINARY STATEMENT:

        The Company intends to sell certain mortgage  pass-through  certificates
(collectively, the "Certificates"), to be issued under the Agreement in multiple
classes,  which in the aggregate will evidence the entire  beneficial  ownership
interest in the Mortgage Loans.

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

                                    ARTICLE I

                                   DEFINITIONS
        Section 1.01  Definitions.

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

        Accretion Termination Date:  As defined in the Series Supplement.

        Accrual Certificates:  As defined in the Series Supplement.

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

        (i)    Prepayment  Interest  Shortfalls on all Mortgage Loans or, if the
               Mortgage  Pool is comprised  of two or more Loan  Groups,  on the
               Mortgage  Loans in the  related  Loan  Group (to the  extent  not
               offset by the  Master  Servicer  with a payment  of  Compensating
               Interest as provided in Section 4.01),

        (ii)   the interest  portion  (adjusted to the Net Mortgage Rate (or the
               Modified  Net  Mortgage  Rate in the case of a Modified  Mortgage
               Loan))  of  Realized  Losses  on all  Mortgage  Loans  or, if the
               Mortgage  Pool is comprised  of two or more Loan  Groups,  on the
               Mortgage  Loans  in the  related  Loan  Group  (including  Excess
               Special Hazard


                                              1

<PAGE>



               Losses,   Excess  Fraud  Losses,  Excess  Bankruptcy  Losses  and
               Extraordinary  Losses)  not  allocated  solely  to  one  or  more
               specific Classes of Certificates pursuant to Section 4.05,

        (iii)  the interest  portion of Advances that were (A)  previously  made
               with  respect to a Mortgage  Loan or REO Property on all Mortgage
               Loans or, if the  Mortgage  Pool is comprised of two or more Loan
               Groups,  on the Mortgage  Loans in the related Loan Group,  which
               remained  unreimbursed  following  the  Cash  Liquidation  or REO
               Disposition  of such  Mortgage  Loan or REO  Property or (B) made
               with respect to delinquencies that were ultimately  determined to
               be Excess  Special  Hazard  Losses,  Excess Fraud Losses,  Excess
               Bankruptcy Losses or Extraordinary Losses, and

        (iv)   any other interest  shortfalls  not covered by the  subordination
               provided by the Class M  Certificates  and Class B  Certificates,
               including  interest  that is not  collectible  from the Mortgagor
               pursuant to the Soldiers' and Sailors'  Civil Relief Act of 1940,
               as amended,  or similar  legislation  or regulations as in effect
               from time to time,

with  all  such  reductions  allocated  (A)  among  all of the  Certificates  in
proportion to their respective amounts of Accrued  Certificate  Interest payable
on such  Distribution Date absent such reductions or (B) if the Mortgage Pool is
comprised  of two or more Loan Groups,  the related  Senior  Percentage  of such
reductions among the related Senior Certificates in proportion to the amounts of
Accrued  Certificate  Interest  payable  from  the  related  Loan  Group on such
Distribution Date absent such reductions,  with the remainder of such reductions
allocated among the holders of the Class M Certificates and Class B Certificates
in  proportion  to their  respective  amounts  of Accrued  Certificate  Interest
payable on such  Distribution  Date absent such reductions.  In addition to that
portion of the reductions described in the preceding sentence that are allocated
to any  Class  of Class B  Certificates  or any  Class of Class M  Certificates,
Accrued Certificate Interest on such Class of Class B Certificates or such Class
of Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates  or such Class of Class M Certificates  pursuant to Section
4.05.

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

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



                                              2

<PAGE>



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

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

     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.

        Ambac: Ambac Assurance Corporation (formerly known as AMBAC Indemnity
 Corporation).

        Amount Held for Future  Distribution:  As to any Distribution  Date and,
with respect to any Mortgage  Pool that is comprised of two or more Loan Groups,
each Loan Group,  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, Curtailments,  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 Principal  Prepayments in Full made after the related Prepayment Period, and
(ii) payments which represent  early receipt of scheduled  payments of principal
and interest due on a date or dates subsequent to the related Due Date.

        Appraised  Value:  As to any Mortgaged  Property,  the lesser of (i) the
appraised value of such Mortgaged  Property based upon the appraisal made at the
time of the  origination of the related  Mortgage Loan, and (ii) the sales price
of the Mortgaged  Property at such time of origination,  except in the case of a
Mortgaged  Property  securing a refinanced or modified Mortgage Loan as to which
it is  either  the  appraised  value  determined  above or the  appraised  value
determined in an appraisal at the time of  refinancing or  modification,  as the
case may be.

        Assigned  Contracts:  With respect to any Pledged Asset Loan: the Credit
Support Pledge Agreement; the Funding and Pledge Agreement,  among GMAC Mortgage
Corporation,  National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; the Additional Collateral Agreement,
between GMAC Mortgage Corporation and the Mortgagor or other person pledging the
related  Pledged  Assets;  or such  other  contracts  as may be set forth in the
Series Supplement.

     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


                                              3

<PAGE>



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  Company  relating to the
transfer and assignment of the Mortgage Loans.

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

        Available  Distribution  Amount:  As to any Distribution  Date and, with
respect to any Mortgage  Pool  comprised  of two or more Loan Groups,  each Loan
Group, 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, (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),  (iv) any amount  deposited  in the  Certificate
Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not
permitted to withdraw  from the  Custodial  Account or the  Certificate  Account
pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to
the Surety Bond in respect of such  Distribution  Date and (vii) the proceeds of
any Pledged Assets received by the Master Servicer, 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,  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). Such amount
shall be determined separately for each Loan Group.  Additionally,  with respect
to any Mortgage  Pool that is  comprised  of two or more Loan Groups,  if on any
Distribution Date Compensating  Interest provided pursuant to Section 3.16(e) is
less than  Prepayment  Interest  Shortfalls  incurred on the  Mortgage  Loans in
connection  with  Principal  Prepayments  in Full  received  during the  related
Prepayment  Period  and  Curtailments  made in the prior  calendar  month,  such
Compensating  Interest  shall  be  allocated  on such  Distribution  Date to the
Available  Distribution  Amount  for each  Loan  Group  on a pro  rata  basis in
accordance with the respective  amounts of such Prepayment  Interest  Shortfalls
incurred  on  the  Mortgage  Loans  in  such  Loan  Group  in  respect  of  such
Distribution Date.

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

        Bankruptcy  Loss:  With  respect  to  any  Mortgage  Loan,  a  Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation  nor a Debt  Service  Reduction  shall  be  deemed a  Bankruptcy  Loss
hereunder  so long as the Master  Servicer  has  notified the Trustee 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


                                              4

<PAGE>



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

        Book-Entry  Certificate:  Any Certificate  registered in the name of the
Depository or its nominee,  and designated as such in the Preliminary  Statement
to the Series Supplement.

        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,  the  State of
Michigan, the State of California or the State of Illinois (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.

        Buydown  Funds:  Any amount  contributed  by the  seller of a  Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments  required to be made from the Mortgagor's  funds in the early years
of a  Mortgage  Loan.  Buydown  Funds  are not part of the Trust  Fund  prior to
deposit into the Custodial or Certificate Account.

        Buydown  Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related  Buydown Funds in  accordance  with a related
buydown agreement.

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

        Certificate Insurer: As defined in the Series Supplement.



                                              5

<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 each Certificate (other than
any Interest Only  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, plus

        (ii)   in the case of each Accrual  Certificate,  an amount equal to the
               aggregate Accrued  Certificate  Interest added to the Certificate
               Principal  Balance  thereof prior to such date of  determination,
               minus

        (iii)  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 thereof pursuant to Section 4.02(a) and (y) the aggregate
               of all reductions in Certificate Principal Balance deemed to have
               occurred in connection with Realized Losses which were previously
               allocated to such  Certificate (or any  predecessor  Certificate)
               pursuant to Section 4.05;

provided,  that the  Certificate  Principal  Balance of the Class of Subordinate
Certificates  with the Lowest  Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times 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 all other Classes
of Certificates then outstanding.

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

        Class:   Collectively,   all  of  the  Certificates   bearing  the  same
designation.  The initial Class A-V Certificates and any Subclass thereof issued
pursuant  to  Section  5.01(c)  shall be a single  Class  for  purposes  of this
Agreement.

     Class A-P Certificate:  Any one of the  Certificates  designated as a Class
A-P Certificate.

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

        Class A-P Principal Distribution Amount:  As defined in Section 4.02.

     Class A-V Certificate:  Any one of the  Certificates  designated as a Class
A-V Certificate, including any Subclass thereof.



                                              6

<PAGE>



        Class B Certificate:  Any one of the Certificates  designated as a Class
B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate.

        Class M Certificate:  Any one of the Certificates  designated as a Class
M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate.

        Closing Date:  As defined in the Series Supplement.

        Code:  The Internal Revenue Code of 1986.

     Combined  Collateral  LLC:  Combined  Collateral  LLC, a  Delaware  limited
liability company.

        Compensating Interest:  With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal  Prepayments in
Full  during the related  Prepayment  Period and  Curtailments  during the prior
calendar  month and  included  in the  Available  Distribution  Amount  for such
Distribution  Date, 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 and 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; provided that
for  purposes of this  definition  the amount of the  Servicing  Fee will not be
reduced pursuant to Section 7.02 except as may be required  pursuant to the last
sentence of such Section.

        Cooperative:  A private,  cooperative  housing corporation which owns or
leases land and all or part of a building or  buildings,  including  apartments,
spaces used for commercial  purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.

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

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

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



                                              7

<PAGE>



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

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

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

        Credit Support Pledge  Agreement:  The Credit Support Pledge  Agreement,
dated as of  November  24,  1998,  among  the  Master  Servicer,  GMAC  Mortgage
Corporation, Combined Collateral LLC and The First National Bank of Chicago (now
known as Bank One, National Association), as custodian.

        Cumulative Insurance Payments:  As defined in the Series Supplement.

     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
Company, the Master Servicer,  the Trustee and a Custodian pursuant to which the
Custodian will hold certain  documents  relating to the Mortgage Loans on behalf
of the Trustee.

        Custodian:  A custodian appointed pursuant to a Custodial Agreement.

        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, 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.



                                              8

<PAGE>



     Definitive   Certificate:   Any   Certificate   other  than  a   Book-Entry
Certificate.

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

        Delinquent:  As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date  remains  unpaid  as of the  close of  business  on the last  business  day
immediately  prior to the next following  monthly  scheduled due date; "60 to 89
days" or "60 or more days"  delinquent  when a payment due on any  scheduled due
date  remains  unpaid  as of the  close of  business  on the last  business  day
immediately prior to the second following monthly scheduled due date; and so on.
The  determination  as to whether a Mortgage Loan falls into these categories is
made as of the close of business  on the last  business  day of each month.  For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of  business on July 31 would then be  considered  to be 30 to 59 days
delinquent.  Delinquency  information  as of the Cut-off Date is determined  and
prepared as of the close of business on the last business day immediately  prior
to the Cut-off Date.

        Depository:  The Depository Trust Company,  or any successor  Depository
hereafter  named.  The  nominee  of  the  initial  Depository  for  purposes  of
registering those Certificates that are to be Book-Entry  Certificates is Cede &
Co. The Depository shall at all times be a "clearing  corporation" as defined in
Section  8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered  pursuant to the provisions of Section 17A of the
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:  As defined in the Series Supplement.

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

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

        Discount Net Mortgage Rate:  As defined in the Series Supplement.


                                              9

<PAGE>



        Disqualified  Organization:  Any organization defined as a "disqualified
organization"  under  Section  860E(e)(5)  of the  Code,  and  if not  otherwise
included,  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),  (iv)
rural electric and telephone  cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large  partnership," as defined in Section 775(a) of
the Code and (vi) 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 the Trust  Fund or any  Person  having an
Ownership  Interest in any Class of  Certificates  (other  than such  Person) to
incur a liability  for any  federal  tax  imposed  under the Code that would not
otherwise be imposed but for the Transfer of an Ownership  Interest in a Class R
Certificate   to  such  Person.   The  terms   "United   States",   "State"  and
"international  organization"  shall have the meanings set forth in Section 7701
of the Code or successor provisions.

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

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

     Due Period: With respect to any Distribution Date, the one-month period set
forth in the Series Supplement.

        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,  a trust account or
accounts  maintained in the  corporate  trust  department of Bank One,  National
Association,  or (iv) in the case of the Certificate Account, a trust account or
accounts  maintained in the corporate  trust division of the Trustee,  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).


                                              10

<PAGE>



        Event of Default:  As defined in Section 7.01.

     Excess  Bankruptcy  Loss: Any Bankruptcy  Loss, or portion  thereof,  which
exceeds the then applicable Bankruptcy Amount.

     Excess Fraud Loss:  Any Fraud Loss, or portion  thereof,  which exceeds the
then applicable Fraud Loss Amount.

     Excess Special  Hazard Loss:  Any Special Hazard Loss, or portion  thereof,
that exceeds the then applicable Special Hazard Amount.

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

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


                                              11

<PAGE>



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

        (e)  insurrection,  rebellion,  revolution,  civil war, usurped power or
action  taken by  governmental  authority in  hindering,  combating 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: Federal National Mortgage Association, 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.

        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.

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

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

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

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

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


                                              12

<PAGE>



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

        Initial  Certificate  Principal  Balance:  With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date, as set forth in the Series Supplement.

        Initial Monthly Payment Fund: An amount representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due Date in the first
Due Period  commencing  subsequent to the Cut-off Date for those  Mortgage Loans
for which the Trustee will not be entitled to receive such payment,  and as more
specifically defined in the Series Supplement.

        Initial  Notional  Amount:  With  respect  to any Class or  Subclass  of
Interest Only Certificates, the amount initially used as the principal basis for
the calculation of any interest payment amount, as more specifically  defined in
the Series Supplement.

     Initial Subordinate Class Percentage: As defined in the Series Supplement.

        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  (excluding any  Certificate  Policy (as defined in the
Series  Supplement)),  to the extent such  proceeds are payable to the mortgagee
under the Mortgage, any Subservicer,  the Master Servicer or the Trustee and are
not applied to the  restoration  of the related  Mortgaged  Property  (or,  with
respect to a Cooperative Loan, the related Cooperative Apartment) or released to
the Mortgagor in accordance  with the procedures  that the Master Servicer would
follow in servicing mortgage loans held for its own account.

     Insurer:  Any named  insurer  under  any  Primary  Insurance  Policy or any
successor thereto or the named insurer in any replacement policy.

        Interest Accrual Period: As defined in the Series Supplement.

     Interest  Only  Certificates:  A Class  or  Subclass  of  Certificates  not
entitled  to  payments  of  principal,  and  designated  as such  in the  Series
Supplement.  The Interest Only Certificates  will have no Certificate  Principal
Balance.

        Interim Certification:  As defined in Section 2.02.

     Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.

        Junior  Class of  Certificates:  The Class of  Subordinate  Certificates
outstanding  as of the date of the  repurchase  of a Mortgage  Loan  pursuant to
Section 4.07 herein that has the Lowest Priority.


                                              13

<PAGE>



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

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

        Loan Group:  Any group of Mortgage  Loans  designated as a separate loan
group in the Series  Supplement.  The  Certificates  relating to each Loan Group
will be designated in the Series Supplement.

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

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

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

        Maturity Date: 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 Class of  Certificates  (other  than the
Interest Only Certificates which have no Certificate Principal Balance) and each
Uncertificated REMIC Regular Interest would be reduced to zero, as designated in
the Series Supplement.

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

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

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

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

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



                                              14

<PAGE>



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

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

        Mortgage:  With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument  creating  a first  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,  and  Qualified  Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including,  without
limitation,  (i) with respect to each  Cooperative  Loan,  the related  Mortgage
Note,  Security  Agreement,  Assignment of Proprietary Lease,  Cooperative Stock
Certificate,  Cooperative  Lease and Mortgage  File and all rights  appertaining
thereto,  and (ii) with respect to each  Mortgage  Loan other than a Cooperative
Loan,  each related  Mortgage  Note,  Mortgage and Mortgage  File and all rights
appertaining thereto.

        Mortgage Loan Schedule:  As defined in the Series Supplement.

        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 Pool: The pool of mortgage  loans,  including all Loan Groups,  if
any, consisting of the Mortgage Loans.

     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.


                                              15

<PAGE>



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

        Mortgagor:  The obligor on a Mortgage Note.

        Net  Mortgage  Rate:  As to each  Mortgage  Loan,  a per  annum  rate of
interest  equal to the Adjusted  Mortgage  Rate less the per annum rate at which
the Servicing Fee is calculated.

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

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

        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,  REO  Proceeds  or  amounts  reimbursable  to the  Master
Servicer  pursuant to Section 4.02(a) hereof.  The  determination  by the Master
Servicer that it has made a Nonrecoverable  Advance or that any proposed Advance
would  constitute a Nonrecoverable  Advance,  shall be evidenced by an Officers'
Certificate delivered to the Company, the Trustee and any Certificate Insurer.

     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 any Class or Subclass of Interest Only
Certificates,  an amount used as the principal  basis for the calculation of any
interest payment amount, as more specifically defined in the Series Supplement.

        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 Company 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  Company 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 any REMIC formed under the Series  Supplement  or  compliance  with the REMIC
Provisions  must,  unless  otherwise  specified,  be an opinion  of  Independent
counsel.

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


                                              16

<PAGE>



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

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

        Pass-Through Rate:  As defined in the Series Supplement.

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

        Percentage Interest: With respect to any Certificate (other than a Class
R 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 or Initial Notional
Amount (in the case of any Interest  Only  Certificate)  thereof  divided by the
aggregate Initial Certificate  Principal Balance or the aggregate of the Initial
Notional Amounts, as applicable, of all the Certificates of the same Class. With
respect to a Class R Certificate,  the interest in distributions to be made with
respect to such Class evidenced thereby, expressed as a percentage, as stated on
the face of each such Certificate.

        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


                                              17

<PAGE>



        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
        the 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 shall
        have a remaining maturity of not more than 30 days;

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

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

provided,  however,  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 A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard
& Poor's, P-1 by Moody's or F-1 by Fitch in the case of Fitch.

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

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

     Pledged Amount: With respect to any Pledged Asset Loan, the amount of money
remitted to Combined  Collateral  LLC, at the direction of or for the benefit of
the related Mortgagor.

        Pledged  Asset Loan:  Any Mortgage Loan  supported by Pledged  Assets or
such other collateral,  other than the related Mortgaged Property,  set forth in
the Series Supplement.

        Pledged   Assets:   With  respect  to  any  Mortgage  Loan,  all  money,
securities, security entitlements,  accounts, general intangibles,  instruments,
documents,  certificates of deposit,  commodities contracts and other investment
property and other property of whatever kind or


                                              18

<PAGE>



description  pledged by  Combined  Collateral  LLC as security in respect of any
Realized  Losses in connection  with such Mortgage Loan up to the Pledged Amount
for such Mortgage Loan, and any related collateral,  or such other collateral as
may be set forth in the Series Supplement.

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

        Pooling  and  Servicing  Agreement  or  Agreement:  With  respect to any
Series, this Standard Terms together with the related Series Supplement.

     Pool Stated Principal  Balance:  As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.

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

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

        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 portion of the
related  Prepayment Period that falls during the prior calendar month, an amount
equal  to the  excess  of one  month's  interest  at the 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 Net Mortgage Rate (or Modified Net Mortgage Rate in the case of
a Modified  Mortgage  Loan)) paid by the Mortgagor for such month 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 Net  Mortgage  Rate (or
Modified  Net  Mortgage  Rate in the case of a  Modified  Mortgage  Loan) on the
amount of such Curtailment.

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

     Primary  Insurance  Policy:   Each  primary  policy  of  mortgage  guaranty
insurance or any replacement policy therefor referred to in Section  2.03(b)(iv)
and (v).



                                              19

<PAGE>



     Principal  Only  Certificates:  A Class of  Certificates  not  entitled  to
payments of interest,  and more  specifically  designated  as such in the Series
Supplement.

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

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

        Program Guide: Collectively, the Client Guide and the Servicer Guide for
Residential  Funding's  mortgage loan purchase and conduit servicing program and
all supplements  and amendments  thereto  published by Residential  Funding from
time to time.

        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 Due Date in the Due  Period  related  to the  Distribution  Date
occurring  in 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 Company for a Deleted  Mortgage  Loan which must, on
the  date  of  such  substitution,  as  confirmed  in an  Officers'  Certificate
delivered to the Trustee, with a copy to the Custodian,

        (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;



                                              20

<PAGE>



        (iv)   have a remaining  term to stated  maturity  not greater than (and
               not more than one year less  than) that of the  Deleted  Mortgage
               Loan;

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

        (vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan.

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

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

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

        Rating Agency:  Each of the statistical credit rating agencies specified
in the  Preliminary  Statement  of the  Series  Supplement.  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 Company,
notice  of  which  designation  shall be given  to the  Trustee  and the  Master
Servicer.

        Realized Loss:  With respect to each Mortgage Loan (or REO Property):

               (a)  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 Due  Date  in the  Due  Period
                    related to the Distribution Date on which such Realized Loss
                    will be  allocated  pursuant  to Section  4.05 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,


                                              21

<PAGE>



        (b)    which is the subject of a Servicing Modification,  (i) the amount
               by  which  the  interest  portion  of a  Monthly  Payment  or the
               principal balance of such Mortgage Loan was reduced, and (ii) 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,

        (c)    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, or

        (d)    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  Certificate:  Any  of  the  Certificates  other  than  a  Class  R
Certificate.

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

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

        REMIC  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.



                                              22

<PAGE>



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

        REO Disposition:  As to any REO Property,  a determination by the Master
Servicer that it has received 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 the Net Mortgage Rate that would have been applicable
to the related  Mortgage Loan had it been  outstanding) on the unpaid  principal
balance of the  Mortgage  Loan as of the date of  acquisition  thereof  for such
period.

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

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

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

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

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

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

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

        Retail  Certificates:  A Senior Certificate,  if any, offered in smaller
minimum denominations than other Senior Certificates,  and designated as such in
the Series Supplement.



                                              23

<PAGE>



        Schedule of Discount Fractions:  The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached as an exhibit to
the Series Supplement.

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

     Seller: As to any Mortgage Loan, a Person, including any Subservicer,  that
executed a Seller's Agreement applicable to such Mortgage Loan.

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

        Senior  Accelerated  Distribution   Percentage:   With  respect  to  any
Distribution  Date occurring on or prior to the 60th Distribution Date and, with
respect to any Mortgage  Pool  comprised  of two or more Loan  Groups,  any Loan
Group,  100%. With respect to any Distribution Date thereafter and any such Loan
Group, if applicable, as follows:

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

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

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

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

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

provided, however,

        (i)    that  any   scheduled   reduction   to  the  Senior   Accelerated
               Distribution Percentage described above shall not occur as of any
               Distribution Date unless either

               (a)(1)(X) the outstanding principal balance of the Mortgage Loans
        delinquent  60 days or more  averaged  over the last  six  months,  as a
        percentage of the aggregate outstanding Certificate Principal Balance of
        the Subordinate Certificates, is less than 50%


                                              24

<PAGE>



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

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

          (ii) that for any Distribution  Date on which the Senior Percentage is
               greater than the  Percentage as of the Closing  Date,  the Senior
               Accelerated  Distribution  Percentage for such  Distribution Date
               shall be 100%,  or, if the  Mortgage  Pool is comprised of two or
               more Loan Groups, for any Distribution Date on which the weighted
               average of the Senior  Percentages for each Loan Group,  weighted
               on the basis of the Stated  Principal  Balances  of the  Mortgage
               Loans in the related Loan Group,  exceeds the weighted average of
               the initial  Senior  Percentages  (calculated  on such basis) for
               each Loan  Group,  each of the  Senior  Accelerated  Distribution
               Percentages for such Distribution Date will equal 100%.

Notwithstanding the foregoing,  upon the reduction of the Certificate  Principal
Balances  of  the  related  Senior   Certificates  (other  than  the  Class  A-P
Certificates,  if any) to zero,  the  related  Senior  Accelerated  Distribution
Percentage shall thereafter be 0%.

        Senior Certificate:  As defined in the Series Supplement.

        Senior Percentage:  As defined in the Series Supplement.

        Senior  Support   Certificate:   A  Senior   Certificate  that  provides
additional  credit  enhancement to certain other classes of Senior  Certificates
and designated as such in the Preliminary Statement of the Series Supplement.

     Series: All of the Certificates  issued pursuant to a Pooling and Servicing
Agreement and bearing the same series designation.

        Series  Supplement:  The  agreement  into which this  Standard  Terms is
incorporated and pursuant to which,  together with this Standard Terms, a Series
of Certificates is issued.

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


                                              25

<PAGE>



        Servicing  Advances:  All  customary,  reasonable  and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other  unanticipated  event by the Master  Servicer  in the  performance  of its
servicing  obligations,  including,  but not  limited  to,  the  cost of (i) the
preservation,  restoration  and  protection  of a  Mortgaged  Property  or, with
respect to a  Cooperative  Loan,  the related  Cooperative  Apartment,  (ii) any
enforcement  or judicial  proceedings,  including  foreclosures,  including  any
expenses  incurred  in  relation  to any such  proceedings  that result from the
Mortgage Loan being  registered  on the MERS 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  designated  on the  Mortgage  Loan
Schedule as the "MSTR SERV FEE" for such Mortgage  Loan, 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 for
which,  in  the  judgment  of  the  Master   Servicer,   default  is  reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).

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

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

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

        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


                                              26

<PAGE>



which were  distributed  pursuant to Section 4.02 on any  previous  Distribution
Date,  and (c) any Realized Loss  allocated to  Certificateholders  with respect
thereto for any previous Distribution Date.

        Subclass:  With  respect  to the Class A-V  Certificates,  any  Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated  Class A-V REMIC Regular  Interest or Interests  specified by the
initial Holder of the Class A-V Certificates pursuant to Section 5.01(c).

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

        Subordinate Class Percentage:  With respect to any Distribution Date and
any Class of Subordinate  Certificates,  a fraction,  expressed as a percentage,
the numerator of which is the aggregate  Certificate  Principal  Balance of such
Class  of  Subordinate  Certificates  immediately  prior  to such  date  and the
denominator  of which is the aggregate  Stated  Principal  Balance of all of the
Mortgage  Loans (or related  REO  Properties)  (other than the related  Discount
Fraction of each Discount  Mortgage Loan) immediately prior to such Distribution
Date.

        Subordinate Percentage: As of any Distribution Date and, with respect to
any Mortgage  Pool  comprised of two or more Loan Groups,  any Loan Group,  100%
minus the related Senior Percentage as of such Distribution Date.

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

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

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

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

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


                                              27

<PAGE>



the Addendum and Assignment  Agreement,  dated as of November 24, 1998,  between
the Master  Servicer and GMAC  Mortgage  Corporation,  as such  agreement may be
amended from time to time.

        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 at an annual rate equal to the excess of the Mortgage  Rate borne by the
related  Mortgage  Note over the rate per annum  designated on the Mortgage Loan
Schedule as the "CURR NET" for such Mortgage Loan.

     Surety:  Ambac, or its successors in interest,  or such other surety as may
be identified in the Series Supplement.

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

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

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

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

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

        Trust Fund:  The  segregated  pool of assets  related to a Series,  with
respect to which one or more REMIC  elections  are to be made  pursuant  to this
Agreement, consisting of:

          (i)  the Mortgage Loans and the related  Mortgage Files and collateral
               securing such Mortgage Loans,

        (ii)   all payments on and  collections in respect of the Mortgage Loans
               due  after  the  Cut-off  Date  as  shall  be on  deposit  in the
               Custodial Account or in the Certificate Account and identified as
               belonging to the Trust Fund, including the proceeds from


                                              28

<PAGE>



               the  liquidation  of  Additional  Collateral  for any  Additional
               Collateral Loan or Pledged Assets for any Pledged Asset Loan, but
               not including  amounts on deposit in the Initial  Monthly Payment
               Fund,

        (iii)  property  that secured a Mortgage Loan and that 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 Policies,  if
               any, the Pledged  Assets with respect to each Pledged Asset Loan,
               and the  interest in the Surety Bond  transferred  to the Trustee
               pursuant to Section 2.01, and

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

        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.

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

        United  States  Person:  A citizen or resident of the United  States,  a
corporation,  partnership  or other entity created or organized in, or under the
laws  of,  the  United  States,  provided  that,  for  purposes  solely  of  the
restrictions  on the transfer of residual  interests,  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  operating agreement to be United States Persons,  any state thereof,
or the District of Columbia (except in the case of a partnership,  to the extent
provided in Treasury  regulations) or any political  subdivision  thereof, 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.

     Voting Rights:  The portion of the voting rights of all of the Certificates
which is allocated  to any  Certificate,  and more  specifically  designated  in
Article XI of the Series Supplement.

        Section 1.02  Use of Words and Phrases.

        "Herein," "hereby," "hereunder," 'hereof," "hereinbefore," "hereinafter"
and other  equivalent  words refer to the Pooling and  Servicing  Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding  Articles,  Sections and  Subsections in the Pooling and Servicing
Agreement.  The  definition  set forth herein  include both the singular and the
plural.



                                              29

<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

        Section 2.01  Conveyance of Mortgage Loans.

        (a) The Company,  concurrently  with the execution and delivery  hereof,
does hereby  assign to the Trustee  without  recourse  all the right,  title and
interest of the Company in and to 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 on
or before the Cut-off Date).  In connection  with such transfer and  assignment,
the Company  does  hereby  deliver to the  Trustee  the  Certificate  Policy (as
defined in the Series Supplement), if any.

        (b) In connection with such  assignment,  except as set forth in Section
2.01(c) and subject to Section  2.01(d)  below,  the Company 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) (I)
with respect to each Mortgage Loan so assigned (other than a Cooperative Loan):

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

                      (ii) The original Mortgage, noting the presence of the MIN
               of the Mortgage  Loan and language  indicating  that the Mortgage
               Loan is a MOM  Loan if the  Mortgage  Loan  is a MOM  Loan,  with
               evidence of recording indicated thereon or a copy of the Mortgage
               with evidence of recording indicated thereon;

                      (iii)  Unless  the  Mortgage  Loan  is  registered  on the
               MERS(R)  System,  an original  Assignment  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  thereof 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



                                              30

<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.

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

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

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

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

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

                      (v)    The Security Agreement;

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

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

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

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

                      (x) A duly completed UCC-1 financing statement showing the
               Master  Servicer as debtor,  the Company as secured party and the
               Trustee as assignee and a


                                              31

<PAGE>



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

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

        (d)  Notwithstanding  the provisions of Section  2.01(c),  in connection
with any  Mortgage  Loan,  if the Company  cannot  deliver  the  original of the
Mortgage, any assignment,  modification,  assumption agreement or preferred loan
agreement  (or copy thereof as permitted by Section  2.01(b))  with  evidence of
recording thereon concurrently with the execution and delivery of this Agreement
because  of (i) a  delay  caused  by the  public  recording  office  where  such
Mortgage,  assignment,  modification,  assumption  agreement or  preferred  loan
agreement  as the case may be, has been  delivered  for  recordation,  or (ii) a
delay in the  receipt of certain  information  necessary  to prepare the related
assignments,  the Company  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 Company  shall  promptly  cause to be  recorded  in the  appropriate
public office for real  property  records the  Assignment  referred to in clause
(I)(iii)  of Section  2.01(b),  except (a) in states  where,  in the  opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the  Trustee's  interests in the  Mortgage  Loan against the
claim of any  subsequent  transferee  or any  successor  to or  creditor  of the
Company or the  originator of such 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 the Seller and its  successors  and
assigns,  and shall  promptly  cause to be filed the Form UCC-3  assignment  and
UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment,  Form UCC-3 or Form UCC-1, as applicable,
is lost or returned unrecorded to the Company because of any defect therein, the
Company  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 Company shall  promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or  Assignment  or 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  at the time  specified  in  Section  2.01(c).  In  connection  with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation


                                              32

<PAGE>



statements  with regard to each financing  statement and assignment  relating to
Cooperative  Loans as to which the  related  Cooperative  Apartment  is  located
outside of the State of New York.

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

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

        In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System,  the Company further agrees that it will cause, at the Company'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 Company 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 Company 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)  Residential  Funding  hereby  assigns to the Trustee  its  security
interest in and to any  Additional  Collateral or Pledged  Assets,  its right to
receive amounts due or to become due in respect of any Additional  Collateral or
Pledged Assets pursuant to the related Subservicing  Agreement and its rights as
beneficiary under the Surety Bond in respect of any Additional Collateral Loans.
With  respect  to  any  Additional   Collateral  Loan  or  Pledged  Asset  Loan,
Residential Funding shall cause to be filed in the appropriate  recording office
a UCC-3  statement  giving  notice of the  assignment  of the  related  security
interest to the Trust Fund and shall  thereafter  cause the timely filing of all
necessary continuation statements with regard to such financing statements.

        (f) It is intended that the  conveyance by the Company to the Trustee of
the   Mortgage   Loans  as  provided  for  in  this  Section  2.01  be  and  the
Uncertificated  REMIC  Regular  Interests,  if any (as  provided  for in Section
2.06),  be  construed  as a sale by the Company to the  Trustee of the  Mortgage
Loans and any  Uncertificated  REMIC  Regular  Interests  for the benefit of the
Certificateholders.  Further,  it is not intended that such conveyance be deemed
to be a pledge  of the  Mortgage  Loans  and any  Uncertificated  REMIC  Regular
Interests by the Company to the Trustee to secure a debt or other  obligation of
the Company. However, if the Mortgage Loans and any Uncertificated REMIC Regular
Interests are held to be property of the Company or of Residential  Funding,  or
if for any reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans and any Uncertificated REMIC Regular Interests, then it is
intended  that (a) this  Agreement  shall 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;


                                              33

<PAGE>



(b) the  conveyance  provided  for in  Section  2.01  shall be deemed to be, and
hereby is, (1) a grant by the Company to the  Trustee of a security  interest in
all of the Company's right (including the power to convey title thereto),  title
and  interest,  whether now owned or hereafter  acquired,  in and to any and all
general intangibles, payment intangibles,  accounts, chattel paper, instruments,
documents,  money, deposit accounts,  certificates of deposit, goods, letters of
credit, advices of credit and investment property and other property of whatever
kind or description  now existing or hereafter  acquired  consisting of, arising
from or relating to any of the following:  (A) the Mortgage Loans, including (i)
with respect to each  Cooperative  Loan,  the related  Mortgage  Note,  Security
Agreement,  Assignment of Proprietary  Lease,  Cooperative Stock Certificate and
Cooperative  Lease,  (ii)  with  respect  to each  Mortgage  Loan  other  than a
Cooperative  Loan,  the  related  Mortgage  Note and  Mortgage,  and  (iii)  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,  (C) any Uncertificated REMIC Regular Interests and (D) 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 Company 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),
(C) and (D)  granted by  Residential  Funding  to the  Company  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, payment intangibles, negotiable documents, goods,
deposit accounts,  letters of credit,  advices of credit,  investment  property,
certificated  securities or chattel paper shall be deemed to be  "possession  by
the secured party," or possession by a purchaser or a person  designated by such
secured party, for purposes of perfecting the security  interest pursuant to the
Minnesota Uniform  Commercial Code and the Uniform  Commercial Code of any other
applicable  jurisdiction as in effect (including,  without limitation,  Sections
8-106,  9-313 and 9-106 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, securities intermediaries,  bailees or agents of, or persons
holding for (as  applicable)  the Trustee  for the  purpose of  perfecting  such
security interest under applicable law.

        The Company and, at the Company'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
determined  to  create  a  security   interest  in  the  Mortgage   Loans,   any
Uncertificated  REMIC Regular Interests and the other property  described above,
such security  interest would be determined 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 Company 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 Company, 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 and any Uncertificated  REMIC
Regular  Interests,  as evidenced by an  Officers'  Certificate  of the Company,
including  without  limitation (x) continuation  statements,  and (y) such other
statements as may be occasioned


                                              34

<PAGE>



by (1) any change of name of  Residential  Funding,  the  Company 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
Company,  (3) any transfer of any interest of Residential Funding or the Company
in any Mortgage Loan or (4) any transfer of any interest of Residential  Funding
or the Company in any Uncertificated REMIC Regular Interest.

        (g) The Master  Servicer  hereby  acknowledges  the receipt by it of the
Initial  Monthly  Payment  Fund.  The Master  Servicer  shall hold such  Initial
Monthly  Payment Fund in the  Custodial  Account and shall  include such Initial
Monthly  Payment  Fund in the  Available  Distribution  Amount  for the  initial
Distribution Date.  Notwithstanding anything herein to the contrary, the Initial
Monthly  Payment Fund shall not be an asset of any REMIC. To the extent that the
Initial Monthly  Payment Fund  constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC,
(2) it shall be owned by the Seller and (3) amounts  transferred by any REMIC to
the Initial  Monthly  Payment Fund shall be treated as transferred to the Seller
or any successor,  all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.

        (h) The Company agrees that the sale of each Pledged Asset Loan pursuant
to this  Agreement  will also  constitute the  assignment,  sale,  setting-over,
transfer and  conveyance  to the Trustee,  without  recourse (but subject to the
Company's  covenants,   representations  and  warranties  specifically  provided
herein),  of all of the Company's  obligations  and all of the Company's  right,
title and interest in, to and under,  whether now existing or hereafter acquired
as owner of the Mortgage  Loan with respect to all money,  securities,  security
entitlements,    accounts,   general   intangibles,    instruments,   documents,
certificates of deposit,  commodities  contracts,  and other investment property
and other property of whatever kind or  description  consisting of, arising from
or related to (i) the Assigned Contracts,  (ii) all rights,  powers and remedies
of the Company as owner of such Mortgage  Loan under or in  connection  with the
Assigned Contracts,  whether arising under the terms of such Assigned Contracts,
by statute,  at law or in equity, or otherwise arising out of any default by the
Mortgagor  under or in  connection  with the Assigned  Contracts,  including all
rights  to  exercise  any  election  or  option  or  to  make  any  decision  or
determination  or to give or receive  any  notice,  consent,  approval or waiver
thereunder,  (iii) all security interests in and lien of the Company as owner of
such Mortgage Loan in the Pledged  Amounts and all money,  securities,  security
entitlements,    accounts,   general   intangibles,    instruments,   documents,
certificates of deposit,  commodities  contracts,  and other investment property
and other  property of whatever  kind or  description  and all cash and non-cash
proceeds of the sale,  exchange,  or redemption  of, and all stock or conversion
rights,  rights  to  subscribe,  liquidation  dividends  or  preferences,  stock
dividends,  rights to interest,  dividends,  earnings,  income,  rents,  issues,
profits, interest payments or other distributions of cash or other property that
is credited to the  Custodial  Account,  (iv) all  documents,  books and records
concerning the foregoing  (including  all computer  programs,  tapes,  disks and
related items containing any such  information)  and (v) all insurance  proceeds
(including  proceeds  from the  Federal  Deposit  Insurance  Corporation  or the
Securities  Investor  Protection  Corporation or any other insurance company) of
any of the foregoing or replacements thereof or substitutions therefor, proceeds
of proceeds and the conversion,  voluntary or involuntary,  of any thereof.  The
foregoing transfer,  sale,  assignment and conveyance does not constitute and is
not intended to result in the creation,  or an assumption by the Trustee, of any
obligation of the Company, or any other person in


                                              35

<PAGE>



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

        If  the  Custodian,  as the  Trustee's  agent,  finds  any  document  or
documents constituting a part of a Mortgage File to be missing or defective, the
Trustee shall promptly so notify the Master  Servicer and the Company.  Pursuant
to Section 2.3 of the Custodial Agreement,  the Custodian will notify the Master
Servicer, the Company and the Trustee of any such omission or defect found by it
in respect of any Mortgage  File held by it in respect of the items  reviewed by
it pursuant to the Custodial  Agreement.  If such omission or defect  materially
and  adversely  affects  the  interests  of the  Certificateholders,  the Master
Servicer  shall  promptly  notify  the  related  Subservicer  or  Seller of such
omission or defect and request that such  Subservicer  or Seller 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 or Seller does not
correct  or  cure  such  omission  or  defect  within  such  period,  that  such
Subservicer  or Seller  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.  The  Purchase  Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited  or caused to be  deposited  by the Master  Servicer in the  Custodial
Account maintained by it pursuant to Section 3.07


                                              36

<PAGE>



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 Seller or its designee or 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 Seller 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 Seller  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 Seller or the  Subservicer,  as the case may be, 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 the Certificateholders.

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

        (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   Company,
               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;



                                              37

<PAGE>



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

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

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

                      (vii) No information, certificate of an officer, statement
               furnished  in writing or report  delivered  to the  Company,  any
               Affiliate  of the Company 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 Company,  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


                                              38

<PAGE>



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)  Representations  and warranties  relating to the Mortgage Loans are
set forth in Section 2.03(b) of the Series Supplement.

        Section 2.04  Representations and Warranties of Sellers.

        The Company,  as assignee of  Residential  Funding under the  Assignment
Agreement,  hereby assigns to the Trustee for the benefit of  Certificateholders
all of its right, title and interest in respect of the Assignment  Agreement and
each Seller's  Agreement (to the extent assigned to the Company  pursuant to the
Assignment  Agreement)  applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or the Company's  rights under such Seller's  Agreement  relate to the
representations and warranties made by Residential Funding or the related Seller
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 Company, the Master Servicer, the
Trustee  or  any  Custodian  of a  breach  of any  of  the  representations  and
warranties  made in a Seller's  Agreement that have been assigned to the Trustee
pursuant to this Section 2.04 or of a breach of any of the  representations  and
warranties made in the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase  obligation  under
the Assignment  Agreement) in respect of any Mortgage Loan which  materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party  discovering such breach shall give prompt written notice to the other
parties (any  Custodian  being so obligated  under a Custodial  Agreement).  The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request  that such Seller or  Residential
Funding,  as the case  may be,  either  (i) cure  such  breach  in all  material
respects  within 90 days from the date the Master  Servicer was notified of such
breach 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  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,  repurchase  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 if required  pursuant to Section
2.01,  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


                                              39

<PAGE>



Loan for such month and  thereafter  Residential  Funding  shall be  entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule,  and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount
Fractions,  for the benefit of the  Certificateholders to reflect the removal of
such Deleted  Mortgage Loan and the  substitution  of the  Qualified  Substitute
Mortgage  Loan or Loans  and the  Master  Servicer  shall  deliver  the  amended
Mortgage  Loan  Schedule,  and,  if the  Deleted  Mortgage  Loan was a  Discount
Mortgage Loan, the amended Schedule of Discount Fractions,  to the Trustee. Upon
such  substitution,  the  Qualified  Substitute  Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing Agreement in
all   respects,   the  related   Seller   shall  be  deemed  to  have  made  the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
insofar as Residential  Funding's rights in respect of such  representations and
warranties are assigned to the Company pursuant to the Assignment Agreement, and
the Company and the Master Servicer shall be deemed to have made with respect to
any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution,
the covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer  shall be obligated  to  repurchase  or  substitute  for any  Qualified
Substitute  Mortgage  Loan as to which a  Repurchase  Event (as  defined  in the
Assignment  Agreement)  has  occurred  pursuant  to Section 4 of the  Assignment
Agreement.

        In connection with the substitution of one or more Qualified  Substitute
Mortgage Loans for one or more Deleted  Mortgage Loans, the Master Servicer will
determine  the amount (if any) by which the aggregate  principal  balance of all
such Qualified  Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated  Principal  Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due  in  the  month  of   substitution   that  are  to  be  distributed  to  the
Certificateholders  in the month of  substitution).  Residential  Funding  shall
deposit the amount of such  shortfall  into the Custodial  Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice  in  writing  to the  Trustee  of  such  event,  which  notice  shall  be
accompanied by an Officers'  Certificate as to the calculation of such shortfall
and  (subject to Section  10.01(f))  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 any
REMIC  to  fail  to  qualify  as  such  at any  time  that  any  Certificate  is
outstanding.

        It is  understood  and  agreed  that the  obligation  of the  Seller  or
Residential  Funding, as the case may be, 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 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  Trustee's  right,  title and
interest  in respect of the  Seller's  Agreement  and the  Assignment  Agreement
applicable to such Mortgage Loan.


                                              40

<PAGE>



        Section       2.05 Execution and Authentication of Certificates/Issuance
                      of Certificates Evidencing Interests in REMIC I.

               As provided in Section 2.05 of the Series Supplement.


        Section       2.06  Conveyance  of  Uncertificated  REMIC I and REMIC II
                      Regular Interests; Acceptance by the Trustee.

               As provided in Section 2.06 of the Series Supplement.

        Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II.

               As provided in Section 2.07 of the Series Supplement.


        Section 2.08 Purposes and Powers of the Trust.

        The  purpose of the trust,  as  created  hereunder,  is to engage in the
following activities:

     (a) to sell the  Certificates  to the Company in exchange  for the Mortgage
Loans;

        (b)    to enter into and perform its obligations under this Agreement;

     (c)  to  engage  in  those  activities  that  are  necessary,  suitable  or
convenient to accomplish  the foregoing or are  incidental  thereto or connected
therewith; and

        (d) subject to compliance with this  Agreement,  to engage in such other
activities as may be required in connection with  conservation of the Trust Fund
and the making of distributions to the Certificateholders.

        The trust is hereby  authorized to engage in the  foregoing  activities.
Notwithstanding  the provisions of Section 11.01,  the trust shall not engage in
any  activity  other  than in  connection  with the  foregoing  or other than as
required or authorized by the terms of this Agreement  while any  Certificate is
outstanding,  and this Section  2.08 may not be amended,  without the consent of
the  Certificateholders  evidencing a majority of the aggregate Voting Rights of
the Certificates.

                                   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
and shall have full power and


                                              41

<PAGE>



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 commencement,  prosecution or 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 as a Principal Prepayment in Full pursuant to Section 3.13(d) hereof)
and cause any REMIC formed under the Series  Supplement  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 not
customarily  provided by servicers of mortgage  loans,  and shall be entitled to
reasonable compensation therefor in


                                              42

<PAGE>



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'   and   Sellers'
               Obligations.

        (a) The Master Servicer may continue in effect  Subservicing  Agreements
entered into by Residential  Funding and Subservicers prior to the execution and
delivery of this Agreement,  and may enter into new Subservicing Agreements with
Subservicers,  for  the  servicing  and  administration  of all or  some  of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain,  as provided in the related  Subservicing  Agreement  and in Section
3.07, the related  Subservicing  Fee from payments of interest  received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer  in respect of such  Mortgage  Loan.  For any  Mortgage  Loan that is a
Nonsubserviced  Mortgage Loan, the Master  Servicer shall be entitled to receive
and retain an amount equal to the  Subservicing  Fee from  payments of interest.
Unless the context otherwise  requires,  references in this Agreement to actions
taken or to be taken by the Master  Servicer in  servicing  the  Mortgage  Loans
include  actions taken or to be taken by a  Subservicer  on behalf of the Master
Servicer.  Each Subservicing Agreement will be upon such terms and conditions as
are  generally   required  or  permitted  by  the  Program  Guide  and  are  not
inconsistent  with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit E. 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


                                              43

<PAGE>



each  Subservicer  under the related  Subservicing  Agreement and of each Seller
under the  related  Seller's  Agreement  insofar as the  Company's  rights  with
respect to such  obligation has been assigned to the Trustee  hereunder,  to the
extent that the  non-performance  of any such Seller's  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 or Seller's 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.  For purposes of clarification
only,  the parties  agree that the  foregoing  is not intended to, and does not,
limit the ability of the Master  Servicer to be reimbursed for expenses that are
incurred in connection with the enforcement of a Seller's  obligations  (insofar
as the  Company's  rights with respect to such  Seller's  obligations  have been
assigned  to the Trustee  hereunder)  and are  reimbursable  pursuant to Section
3.10(a)(viii).

        Section 3.03  Successor Subservicers.

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

        Section 3.04  Liability of the Master Servicer.

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


                                              44

<PAGE>



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

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

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

        (a) The Master  Servicer  shall make  reasonable  efforts to collect all
payments  called for under the terms and provisions of the Mortgage  Loans,  and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary  Insurance  Policy,  follow such
collection procedures as it would employ in its good faith business judgment and
which  are  normal  and  usual in its  general  mortgage  servicing  activities.
Consistent  with the  foregoing,  the Master  Servicer may in its discretion (i)
waive any late payment  charge or any prepayment  charge or penalty  interest in
connection  with the  prepayment of a Mortgage Loan and (ii) extend the Due Date
for  payments  due on a Mortgage  Loan in  accordance  with the  Program  Guide;
provided,  however, that the Master Servicer shall first determine that any such
waiver or


                                              45

<PAGE>



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 such 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; and provided, further, that no
such  modification  shall reduce the interest  rate on a Mortgage Loan below the
sum of the Pool Strip Rate and the sum of the rates at which the  Servicing  Fee
and the  Subservicing  Fee  with  respect  to such  Mortgage  Loan  accrues.  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 reamortized  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  re-amortization  shall  not be
permitted if it would  constitute a reissuance  of the Mortgage Loan for federal
income  tax  purposes,  except  if such  reissuance  is  described  in  Treasury
Regulation Section 1.860G-2(b)(3).

        (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 Buydown Funds, if
               any, and 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;



                                              46

<PAGE>



                    (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;

                    (v) Any amounts required to be deposited pursuant to Section
               3.07(c) or 3.21;

                    (vi) All amounts transferred from the Certificate Account to
               the Custodial Account in accordance with Section 4.02(a);

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

                    (viii)  Any  amounts  received  by the  Master  Servicer  in
               respect of Pledged Assets.

        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 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


                                              47

<PAGE>



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 without any right of reimbursement.

        (d) The Master Servicer shall give notice to the Trustee and the Company
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 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  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


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<PAGE>



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.

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

        If   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.



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<PAGE>



        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,  3.07(a),  3.08, 3.11,  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)  recoveries of amounts in respect of 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 the Net Mortgage Rate (or Modified Net Mortgage
               Rate in the  case of a  Modified  Mortgage  Loan)  on the  amount
               specified in the  amortization  schedule of the related  Mortgage
               Loan as the  principal  balance  thereof at the  beginning of the
               period  respecting  which such  interest  was paid  after  giving
               effect to any previous Curtailments;

                      (iv) to pay to itself as additional servicing compensation
               any  interest  or  investment  income  earned  on funds and other
               property  deposited in or credited to 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, any amounts remitted by Subservicers as
               interest in respect of Curtailments  pursuant to Section 3.08(b),
               and  any  amounts  paid  by a  Mortgagor  in  connection  with  a
               Principal  Prepayment  in Full in  respect  of  interest  for any
               period  during  the  calendar   month  in  which  such  Principal
               Prepayment    in   Full   is   to   be    distributed    to   the
               Certificateholders;

                      (vi)  to  pay  to  itself,   a   Subservicer,   a  Seller,
               Residential Funding, the Company 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


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<PAGE>



               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 the 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,   or  any  Advance
               reimbursable to the Master Servicer pursuant to Section 4.02(a);

                      (viii) to  reimburse  itself or the Company  for  expenses
               incurred by and  reimbursable  to it or the  Company  pursuant to
               Sections 3.01(a),  3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise,
               or  in  connection  with  enforcing,   in  accordance  with  this
               Agreement,   any  repurchase,   substitution  or  indemnification
               obligation of any Seller (other than an Affiliate of the Company)
               pursuant to the related Seller's Agreement;

                      (ix) to reimburse itself for Servicing  Advances  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.

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

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

          Section  3.11   Maintenance   of  the  Primary   Insurance   Policies;
               Collections Thereunder.

        (a) The Master  Servicer  shall not take, or permit any  Subservicer  to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss


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<PAGE>



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 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  Company had  knowledge  of such  Primary
Insurance Policy.  The Master Servicer shall be entitled to cancel or permit the
discontinuation  of any Primary Insurance Policy as to any Mortgage Loan, if the
Stated  Principal  Balance of the Mortgage Loan is reduced below an amount equal
to 80% of the appraised value of the related Mortgaged Property as determined in
any appraisal thereof after the Closing Date, or if the  Loan-to-Value  Ratio is
reduced  below 80% as a result of principal  payments on the Mortgage Loan after
the Closing Date. In the event that the Company gains  knowledge  that as of the
Closing Date, a Mortgage Loan had a Loan-to-Value Ratio at origination in excess
of 80% and is not  the  subject  of a  Primary  Insurance  Policy  (and  was not
included in any exception to the representation in Section 2.03(b)(iv)) and that
such Mortgage Loan has a current  Loan-to-Value  Ratio in excess of 80% then the
Master  Servicer  shall use its  reasonable  efforts  to obtain  and  maintain a
Primary  Insurance  Policy to the extent that such a policy is  obtainable  at a
reasonable  price.  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 related
Insurer under any Primary Insurance  Policies,  in a timely manner in accordance
with such  policies,  and,  in this  regard,  to take or cause to be taken  such
reasonable  action as shall be  necessary to permit  recovery  under any Primary
Insurance  Policies  respecting  defaulted  Mortgage Loans.  Pursuant to Section
3.07,  any Insurance  Proceeds  collected by or remitted to the Master  Servicer
under  any  Primary  Insurance  Policies  shall be  deposited  in the  Custodial
Account, subject to withdrawal pursuant to Section 3.10.

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

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


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<PAGE>



The Master Servicer shall also cause to be maintained on property  acquired upon
foreclosure,  or deed in lieu of foreclosure, of any Mortgage Loan (other than a
Cooperative  Loan),  fire insurance with extended coverage in an amount which is
at  least  equal  to the  amount  necessary  to  avoid  the  application  of any
co-insurance  clause contained in the related hazard insurance policy.  Pursuant
to Section 3.07,  any amounts  collected by the Master  Servicer  under any such
policies  (other than amounts to be applied to the  restoration or repair of the
related Mortgaged  Property or property thus acquired or amounts released to the
Mortgagor in accordance with the Master Servicer's normal servicing  procedures)
shall be deposited in the Custodial Account,  subject to withdrawal  pursuant to
Section 3.10. Any cost incurred by the Master  Servicer in maintaining  any such
insurance shall not, for the purpose of calculating monthly distributions to the
Certificateholders,  be added to the  amount  owing  under  the  Mortgage  Loan,
notwithstanding  that the terms of the Mortgage Loan so permit. Such costs shall
be  recoverable  by the Master  Servicer  out of related  late  payments  by the
Mortgagor or out of Insurance  Proceeds and  Liquidation  Proceeds to the extent
permitted by Section  3.10.  It is  understood  and agreed that no earthquake or
other  additional  insurance is to be required of any Mortgagor or maintained on
property  acquired  in respect of a Mortgage  Loan other than  pursuant  to such
applicable  laws and  regulations  as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative  Loan) are located at the time of  origination of
such Mortgage  Loan in a federally  designated  special  flood hazard area,  the
Master  Servicer  shall cause flood  insurance  (to the extent  available) to be
maintained in respect thereof.  Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged  Property on a replacement  cost basis and (ii) the maximum amount
of such  insurance  available  for the  related  Mortgaged  Property  under  the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).

        If 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 the  Certificateholders,  claims
under any such blanket policy.

        (b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect  throughout  the term of this  Agreement a blanket
fidelity bond and an errors and omissions  insurance  policy covering the Master
Servicer's  officers and  employees  and other  persons  acting on behalf of the
Master  Servicer in connection  with its activities  under this  Agreement.  The
amount  of  coverage  shall be at  least  equal to the  coverage  that  would be
required by Fannie Mae or Freddie Mac, whichever is greater, with respect to the
Master  Servicer if the Master  Servicer were  servicing and  administering  the
Mortgage Loans for Fannie Mae or Freddie Mac. In the event that


                                              53

<PAGE>



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 Company.  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 either (i) both (A) constitute a "significant
modification"  effecting an exchange or  reissuance  of such Mortgage Loan under
the REMIC  Provisions  and (B) cause any portion of any REMIC  formed  under the
Series  Supplement  to fail to qualify as a REMIC  under the Code or (subject to
Section  10.01(f)),   result  in  the  imposition  of  any  tax  on  "prohibited
transactions" or (ii) constitute  "contributions"  after the start-up 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


                                              54

<PAGE>



assumption  or transfer (A) the Mortgage  Loan will  continue to be secured by a
first mortgage lien 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,  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 in writing 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,  with respect to a Cooperative  Loan,  the related  Cooperative  Apartment)
without  any  right  of  reimbursement  or  other  similar  matters  if  it  has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related  Mortgage Loan, that the security for,
and the timely  and full  collectability  of,  such  Mortgage  Loan would not be
adversely  affected  thereby and that any portion of any REMIC  formed under the
Series  Supplement  would not fail to  continue  to qualify as a REMIC under the
Code as a result  thereof  and  (subject  to  Section  10.01(f))  that no tax on
"prohibited  transactions"  or  "contributions"  after the  startup day would be
imposed on any such REMIC as a result  thereof.  Any fee collected by the Master
Servicer  or the  related  Subservicer  for  processing  such a request  will be
retained by the Master  Servicer or such  Subservicer  as  additional  servicing
compensation.

        (d)  Subject  to any  other  applicable  terms  and  conditions  of this
Agreement,  the  Trustee  and Master  Servicer  shall be  entitled to approve an
assignment in lieu of satisfaction  with respect to any Mortgage Loan,  provided
the  obligee  with  respect  to  such  Mortgage  Loan  following  such  proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for  Assignment of Mortgage  Loan" in the form attached  hereto as Exhibit M, in
form and substance  satisfactory to the Trustee and Master  Servicer,  providing
the  following:  (i) that the substance of the assignment is, and is intended to
be, a refinancing  of such  Mortgage;  (ii) 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 (iii) 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.


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<PAGE>




        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. In connection with such foreclosure or other
conversion, 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 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  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 or charges will be recoverable to it through Liquidation
Proceeds,  Insurance Proceeds,  or REO Proceeds  (respecting which it shall have
priority for purposes of  withdrawals  from the  Custodial  Account  pursuant to
Section 3.10, whether or not such expenses and charges are actually  recoverable
from related Liquidation Proceeds,  Insurance Proceeds or REO Proceeds).  In the
event of such a determination  by the Master  Servicer  pursuant to this Section
3.14(a),  the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10.

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

        For so long as the  Master  Servicer  is the Master  Servicer  under the
Credit  Support  Pledge  Agreement,   the  Master  Servicer  shall  perform  its
obligations under the Credit Support Pledge


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<PAGE>



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

        Concurrently  with the  foregoing,  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 any 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.



                                              57

<PAGE>



        (b) If 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) If the  Trust  Fund  acquires  any  REO  Property  as  aforesaid  or
otherwise in connection  with a default or imminent  default on a Mortgage Loan,
the  Master  Servicer  on behalf of the Trust  Fund  shall  dispose  of such REO
Property as soon as practicable,  giving due  consideration  to the interests of
the  Certificateholders,  but in all cases  within  three full  years  after the
taxable  year of its  acquisition  by the Trust  Fund for  purposes  of  Section
860G(a)(8)  of the  Code (or  such  shorter  period  as may be  necessary  under
applicable  state (including any state in which such property is located) law to
maintain  the  status of any  portion  of any  REMIC  formed  under  the  Series
Supplement 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  (subject to Section 10.01(f)) 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 REMIC formed
under the Series  Supplement  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 the Trust Fund 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


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<PAGE>



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 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
such  recovery is of an amount  previously  allocated  to one or more Classes of
Certificates  as a Realized Loss,  such recovery  shall be allocated  among such
Classes in the same  proportions as the allocation of such Realized  Losses and,
if any such Class of  Certificates  to which such Realized Loss was allocated is
no longer  outstanding,  such  subsequent  recovery  shall be distributed to the
persons who were the Holders of such Class of Certificates when it was retired);
fourth,  to all Servicing Fees and Subservicing  Fees payable therefrom (and the
Master  Servicer and the Subservicer  shall have no claims for any  deficiencies
with  respect to such fees which  result  from the  foregoing  allocation);  and
fifth, to Foreclosure Profits.

        (e) In the event of a default  on a  Mortgage  Loan one or more of whose
obligors is not a United States Person,  in connection  with any  foreclosure or
acquisition  of a deed in  lieu  of  foreclosure  (together,  "foreclosure")  in
respect of such Mortgage Loan, the Master  Servicer will cause  compliance  with
the provisions of Treasury  Regulation Section  1.1445-2(d)(3) (or any successor
thereto)  necessary to assure that no  withholding  tax  obligation  arises with
respect to the proceeds of such foreclosure  except to the extent,  if any, that
proceeds of such foreclosure are required to be remitted to the obligors on such
Mortgage Loan.

        Section 3.15  Trustee to Cooperate; Release of Mortgage Files.

        (a) Upon becoming  aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master  Servicer of a notification  that payment in full
will be escrowed in a manner  customary for such purposes,  the Master  Servicer
will  immediately  notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a  certification  of a Servicing  Officer (which  certification
shall  include a  statement  to the effect  that all  amounts  received or to be
received in  connection  with such payment which are required to be deposited in
the  Custodial  Account  pursuant  to  Section  3.07  have  been  or  will be so
deposited),  substantially in one of the forms attached hereto as Exhibit F, or,
in the case of the Custodian,  an electronic request in a form acceptable to the
Custodian,  requesting  delivery to it of the Mortgage File. Within two Business
Days of receipt of such certification and request, the Trustee shall 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 F hereto, or, in the case of the Custodian,  an
electronic  request  in a form  acceptable  to the  Custodian,  requesting  that
possession


                                              59

<PAGE>



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

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

        Section 3.16  Servicing and Other Compensation; Compensating Interest.

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



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<PAGE>



        (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 any other provision herein, 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) and 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. In making such reduction,
the Master  Servicer (i) will not withdraw from the  Custodial  Account any such
amount  representing  all or a  portion  of the  Servicing  Fee to  which  it is
entitled  pursuant to Section  3.10(a)(iii)  and (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).

        Section 3.17 Reports to the Trustee and the Company.

        Not later than fifteen  days after each  Distribution  Date,  the Master
Servicer shall forward to the Trustee and the Company 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  Company,  the Trustee and any
Certificate Insurer on or before March 31 of each year, beginning with the first
March 31 that occurs at least six months  after the Cut-off  Date,  an Officers'
Certificate  stating,  as to each  signer  thereof,  that  (i) a  review  of the
activities of the Master Servicer during the preceding  calendar year related to
its servicing of mortgage loans and its performance  under 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


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

        Section 3.19  Annual Independent Public Accountants' Servicing Report.

        On or before  March 31 of each year,  beginning  with the first March 31
that occurs at least six months after the Cut-off Date,  the Master  Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants,  to furnish a
report to the Company 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 Rights of the Company in Respect of the Master Servicer.

        The Master Servicer shall afford the Company,  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 Company 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 Company or Residential  Funding.  The Company may, but
is not obligated to, enforce the  obligations of the Master  Servicer  hereunder
and 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 Company or its designee. The


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Company shall not have any 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.

        Section 3.21  Administration of Buydown Funds.

        (a) With  respect to any Buydown  Mortgage  Loan,  the  Subservicer  has
deposited  Buydown  Funds in an account that  satisfies the  requirements  for a
Subservicing  Account (the "Buydown  Account").  The Master Servicer shall cause
the  Subservicing  Agreement to require that upon receipt from the  Mortgagor of
the amount due on a Due Date for each Buydown  Mortgage  Loan,  the  Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the  amount  due on such date from the  Mortgagor,  equals  the full  Monthly
Payment  and  transmit  that  amount  in  accordance   with  the  terms  of  the
Subservicing  Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.

        (b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety  during  the period  (the  "Buydown  Period")  when  Buydown  Funds are
required to be applied to such Buydown  Mortgage Loan, the Subservicer  shall be
required to  withdraw  from the  Buydown  Account  and remit any  Buydown  Funds
remaining  in the  Buydown  Account  in  accordance  with  the  related  buydown
agreement.  The amount of Buydown Funds which may be remitted in accordance with
the related  buydown  agreement may reduce the amount required to be paid by the
Mortgagor  to fully  prepay the related  Mortgage  Loan.  If the  Mortgagor on a
Buydown  Mortgage Loan defaults on such Mortgage Loan during the Buydown  Period
and the property  securing such Buydown Mortgage Loan is sold in the liquidation
thereof  (either by the Master Servicer or the insurer under any related Primary
Insurance  Policy),  the  Subservicer  shall be required  to  withdraw  from the
Buydown  Account the Buydown Funds for such Buydown  Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if  instructed  by the Master  Servicer,  pay to the  insurer  under any related
Primary  Insurance  Policy if the  Mortgaged  Property  is  transferred  to such
insurer  and such  insurer  pays all of the loss  incurred  in  respect  of such
default.  Any amount so remitted  pursuant  to the  preceding  sentence  will be
deemed to reduce the amount owed on the Mortgage Loan.

                                          ARTICLE IV

                                PAYMENTS TO CERTIFICATEHOLDERS

        Section 4.01  Certificate Account.

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


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9.01 and (v) all other amounts  constituting the Available  Distribution  Amount
for the immediately succeeding Distribution Date.

        (b) The Trustee shall,  upon written  request from the Master  Servicer,
invest or cause the institution  maintaining  the Certificate  Account to invest
the funds in the Certificate Account in Permitted Investments  designated in the
name of the  Trustee  for the  benefit of the  Certificateholders,  which  shall
mature or be payable on demand 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 or be payable on demand on such Distribution Date and (ii)
any other  investment  may mature or be  payable on demand 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. Subject to Section 3.16(e), 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 without any
right of reimbursement.

        Section 4.02  Distributions.

        As provided in Section 4.02 of the Series Supplement.

        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  either  forward by mail or make
available to each Holder and the Company,  via the Trustee's internet website, a
statement  (and  at  its  option,  any  additional  files  containing  the  same
information in an alternative format) setting forth information as to each Class
of Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two
or more Loan Groups,  each Loan Group, to the extent applicable.  This statement
will include the information  set forth in an exhibit to the Series  Supplement.
Such exhibit shall set forth the Trustee's  internet  website  address  together
with a phone number. The Trustee shall mail to each Holder that requests a paper
copy by telephone a paper copy via first class mail.  The Trustee may modify the
distribution  procedures set forth in this Section provided that such procedures
are no less  convenient  for the  Certificateholders.  The Trustee shall provide
prior   notification   to   the   Company,   the   Master   Servicer   and   the
Certificateholders  regarding  any such  modification.  In addition,  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 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 the
exhibit to the Series Supplement  referred to in subsection (a) above aggregated
for such calendar year or


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applicable  portion  thereof  during which such Person was a  Certificateholder.
Such obligation of the Master Servicer shall be deemed to have been satisfied to
the extent that  substantially  comparable  information shall be provided by the
Master Servicer pursuant to any requirements of the Code.

        (c) Within a  reasonable  period of time after the end of each  calendar
year,  the Master  Servicer shall  prepare,  or cause to be prepared,  and shall
forward,  or cause to be  forwarded,  to each  Person who at any time during the
calendar year was the Holder of a Class R  Certificate,  a statement  containing
the applicable  distribution  information provided pursuant to this Section 4.03
aggregated  for such calendar year or applicable  portion  thereof  during which
such  Person was the Holder of a Class R  Certificate.  Such  obligation  of the
Master  Servicer  shall be deemed  to have been  satisfied  to the  extent  that
substantially  comparable  information  shall be provided by the Master Servicer
pursuant to any requirements of the Code.

        (d)  Upon the  written  request  of any  Certificateholder,  the  Master
Servicer,  as soon as  reasonably  practicable,  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
                      Company; Advances by the Master Servicer.

        (a) Prior to the close of business on the Determination Date, the Master
Servicer  shall  furnish a written  statement  to the Trustee,  any  Certificate
Insurer,  any Paying Agent and the Company (the information in such statement to
be made  available  to  Certificateholders  by the Master  Servicer  on request)
setting  forth  (i) the  Available  Distribution  Amount  and (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).  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 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  Soldiers'  and Sailors'  Civil
Relief Act of 1940, as amended,  or similar  legislation or regulations  then in
effect,  on the  Outstanding  Mortgage  Loans as of the related Due Date,  which
Monthly  Payments were  delinquent 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 (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


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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 amount of any
reimbursement  pursuant to Section 4.02(a) in respect of outstanding Advances on
any  Distribution  Date shall be allocated to specific  Monthly Payments due but
delinquent  for previous Due Periods,  which  allocation  shall be made,  to the
extent  practicable,  to Monthly  Payments  which have been  delinquent  for the
longest  period of time.  Such  allocations  shall be conclusive for purposes of
reimbursement  to the Master Servicer from recoveries on related  Mortgage Loans
pursuant to Section 3.10.

        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 an Officers'  Certificate of the
Master Servicer delivered to the Company and the Trustee.

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

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

        Section 4.05  Allocation of Realized Losses.

        As provided in Section 4.05 of the Series Supplement.

          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  interests  received  in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and


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6050P,  respectively,  of the Code,  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 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.  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.

        If,  however  the  Master  Servicer  shall have  exercised  its right to
repurchase  a Mortgage  Loan  pursuant  to this  Section  4.07 upon the  written
request of and with funds provided by the Junior Certificateholder and thereupon
transferred  such  Mortgage  Loan to the  Junior  Certificateholder,  the Master
Servicer shall so notify the Trustee in writing.

        Section 4.08  Surety Bond.

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

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

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



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                                    ARTICLE V

                                THE CERTIFICATES

        Section 5.01  The Certificates.

        (a) The  Senior,  Class M,  Class B and  Class R  Certificates  shall be
substantially  in the forms set forth in Exhibits  A, B, C and D,  respectively,
and shall,  on original  issue,  be executed and delivered by the Trustee to the
Certificate  Registrar for  authentication  and delivery to or upon the order of
the  Company  upon  receipt  by the  Trustee  or one or more  Custodians  of the
documents  specified in Section 2.01. The Certificates  shall be issuable in the
minimum  denominations  designated  in the  Preliminary  Statement to the Series
Supplement.

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

        The  Trustee,  the Master  Servicer and the Company 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


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<PAGE>



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 Company advises the Trustee in writing that the Depository
is no longer  willing or able to  properly  discharge  its  responsibilities  as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the  Company  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  Company,  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 Company 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) From time to time Residential  Funding, as the initial Holder of the
Class A-V  Certificates,  may exchange such Holder's Class A-V  Certificates for
Subclasses  of Class A-V  Certificates  to be issued  under  this  Agreement  by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit N executed by an authorized officer, which Subclasses, in the aggregate,
will   represent  the   Uncertificated   Class  A-V  REMIC   Regular   Interests
corresponding  to the Class A-V  Certificates so surrendered  for exchange.  Any
Subclass so issued  shall bear a  numerical  designation  commencing  with Class
A-V-1 and continuing sequentially thereafter, and will evidence ownership of the
Uncertificated  REMIC Regular Interest or Interests specified in writing by such
initial  Holder to the  Trustee.  The  Trustee  may  conclusively,  without  any
independent  verification,  rely on,  and  shall be  protected  in  relying  on,
Residential  Funding's  determinations  of the  Uncertificated  Class  A-V REMIC
Regular Interests corresponding to any Subclass, the Initial Notional Amount and
the initial  Pass-Through  Rate on a Subclass  as set forth in such  Request for
Exchange and the Trustee  shall have no duty to determine if any  Uncertificated
Class  A-V  REMIC  Regular  Interest   designated  on  a  Request  for  Exchange
corresponds  to a Subclass which has  previously  been issued.  Each Subclass so
issued shall be  substantially  in the form set forth in Exhibit A and shall, on
original  issue,  be executed and  delivered  by the Trustee to the  Certificate
Registrar for  authentication  and delivery in accordance with Section  5.01(a).
Every  Certificate  presented or surrendered  for exchange by the initial Holder
shall (if so  required  by the  Trustee or the  Certificate  Registrar)  be duly
endorsed by, or be accompanied by a written  instrument of transfer  attached to
such  Certificate and shall be completed to the  satisfaction of the Trustee and
the  Certificate  Registrar  duly executed by, the initial Holder thereof or his
attorney duly authorized in writing.  The  Certificates of any Subclass of Class
A-V  Certificates  may be transferred  in whole,  but not in part, in accordance
with the provisions of Section 5.02.



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<PAGE>



        Section 5.02  Registration of Transfer and Exchange of Certificates.

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

        (b) Upon surrender for  registration  of transfer of any  Certificate at
any office or agency of the  Trustee  maintained  for such  purpose  pursuant to
Section  8.12 and,  in the case of any Class M, Class B or Class R  Certificate,
upon  satisfaction of the conditions set forth below,  the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in the name of the
designated  transferee or  transferees,  one or more new  Certificates of a like
Class (or Subclass) 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 (or
Subclass) and aggregate Percentage Interest,  upon surrender of the Certificates
to be exchanged at any such office or agency.  Whenever any  Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall  authenticate  and  deliver  the  Certificates  of such  Class  which  the
Certificateholder  making the exchange is entitled to receive. Every Certificate
presented or  surrendered  for transfer or exchange shall (if so required by the
Trustee or the Certificate  Registrar) be duly endorsed by, or be accompanied by
a written  instrument  of transfer in form  satisfactory  to the Trustee and the
Certificate  Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

        (d) No  transfer,  sale,  pledge  or  other  disposition  of a  Class  B
Certificate  shall  be  made  unless  such  transfer,   sale,  pledge  or  other
disposition is exempt from the  registration  requirements of the Securities Act
of 1933, as amended,  and any  applicable  state  securities  laws or is made in
accordance  with said Act and laws.  In the event that a  transfer  of a Class B
Certificate  is to be made  either  (i)(A) the Trustee  shall  require a written
Opinion of Counsel  acceptable to and in form and substance  satisfactory to the
Trustee and the Company 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  Company  or the Master  Servicer
(except that, if such transfer is made by the Company or the Master  Servicer or
any Affiliate  thereof,  the Company or the Master  Servicer  shall provide such
Opinion of Counsel at their own expense);  provided that such Opinion of Counsel
will not be  required  in  connection  with  the  initial  transfer  of any such
Certificate  by the  Company  or any  Affiliate  thereof  to the  Company  or an
Affiliate of the Company and (B) the Trustee  shall  require the  transferee  to
execute a representation letter,  substantially in the form of Exhibit H hereto,
and the Trustee shall require the transferor to execute a representation letter,
substantially  in the form of Exhibit I hereto,  each  acceptable to and in form
and  substance  satisfactory  to the Company and the Trustee  certifying  to the
Company  and  the   Trustee  the  facts   surrounding   such   transfer,   which
representation  letters  shall not be an expense of the Trustee,  the Company or
the Master Servicer;


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<PAGE>



provided,  however,  that such  representation  letters  will not be required in
connection  with any  transfer  of any such  Certificate  by the  Company or any
Affiliate thereof to the Company or an Affiliate of the Company, and the Trustee
shall be entitled to conclusively  rely upon a representation  (which,  upon the
request of the Trustee, shall be a written  representation) from the Company, of
the  status  of such  transferee  as an  Affiliate  of the  Company  or (ii) the
prospective  transferee of such a  Certificate  shall be required to provide the
Trustee,  the  Company  and  the  Master  Servicer  with  an  investment  letter
substantially  in the form of Exhibit J  attached  hereto (or such other form as
the Company in its sole discretion deems  acceptable),  which investment  letter
shall not be an expense of the Trustee, the Company or the Master Servicer,  and
which investment letter states that, among other things,  such transferee (A) is
a "qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the  accounts of other  "qualified  institutional  buyers" as defined
under Rule 144A, and (B) is aware that the proposed  transferor  intends to rely
on the exemption  from  registration  requirements  under the  Securities Act of
1933,  as  amended,  provided by Rule 144A.  The Holder of any such  Certificate
desiring to effect any such transfer,  sale, pledge or other disposition  shall,
and does  hereby  agree to,  indemnify  the  Trustee,  the  Company,  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.

        (e) (i) In the case of any Class B or Class R Certificate  presented for
registration in the name of any Person,  either (A) the Trustee shall require an
Opinion of Counsel  acceptable to and in form and substance  satisfactory to the
Trustee,  the Company and the Master Servicer to the effect that the purchase or
holding of such Class B or Class R Certificate is permissible  under  applicable
law, will not  constitute  or result in any  non-exempt  prohibited  transaction
under  Section 406 of the Employee  Retirement  Income  Security Act of 1974, as
amended ("ERISA"),  or Section 4975 of the Code (or comparable provisions of any
subsequent  enactments),  and will not subject the  Trustee,  the Company or the
Master  Servicer  to any  obligation  or  liability  (including  obligations  or
liabilities  under  ERISA or  Section  4975 of the  Code) in  addition  to those
undertaken in this  Agreement,  which Opinion of Counsel shall not be an expense
of the  Trustee,  the  Company or the  Master  Servicer  or (B) the  prospective
Transferee shall be required to provide the Trustee,  the Company and the Master
Servicer  with a  certification  to the  effect  set forth in  paragraph  six of
Exhibit H (with  respect to any Class B  Certificate)  or paragraph  fourteen of
Exhibit  G-1 (with  respect to any 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  investment  manager,  a named  fiduciary or a trustee of any such
plan) who is using  "plan  assets" of any such plan to effect  such  acquisition
(each,  a "Plan  Investor") or (b) in the case of any 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").

                      (ii)  Any  Transferee  of a  Class M  Certificate  will be
               deemed to have  represented  by virtue of its purchase or holding
               of such Certificate (or interest


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<PAGE>



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

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

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

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

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

                             (B) In connection with any proposed Transfer of any
                      Ownership  Interest in a Class R Certificate,  the Trustee
                      shall  require  delivery to it, and shall not register the
                      Transfer of any Class R Certificate  until its receipt of,
                      (I) an affidavit and agreement (a "Transfer  Affidavit and
                      Agreement,"  in the form  attached  hereto as Exhibit G-1)
                      from the proposed Transferee, in form


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<PAGE>



                      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 G-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 G-2.

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

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

                      (iii) (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


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<PAGE>



               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,  without
                      notice to the  holder or any prior  holder of such Class R
                      Certificate,  to  sell  such  Class  R  Certificate  to  a
                      purchaser selected by the Master Servicer on such terms as
                      the Master Servicer may choose. Such purported  Transferee
                      shall   promptly   endorse  and   deliver   each  Class  R
                      Certificate  in accordance  with the  instructions  of the
                      Master Servicer. Such purchaser may be the Master Servicer
                      itself  or any  Affiliate  of  the  Master  Servicer.  The
                      proceeds of such sale, net of the  commissions  (which may
                      include  commissions payable to the Master Servicer or its
                      Affiliates),  expenses  and  taxes  due,  if any,  will be
                      remitted  by  the  Master   Servicer  to  such   purported
                      Transferee.  The terms and  conditions  of any sale  under
                      this  clause  (iii)(B)  shall  be  determined  in the sole
                      discretion of the Master Servicer, and the Master Servicer
                      shall  not be  liable to any  Person  having an  Ownership
                      Interest  in a  Class R  Certificate  as a  result  of its
                      exercise of such discretion.

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


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<PAGE>




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

                             (A) written 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
                      any Class of the Senior,  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)  subject  to  Section  10.01(f),  an  Officers'
                      Certificate of the Master Servicer stating that the Master
                      Servicer has  received an Opinion of Counsel,  in form and
                      substance  satisfactory  to the  Master  Servicer,  to the
                      effect that such  modification,  addition to or absence of
                      such  provisions  will not cause any  portion of any REMIC
                      formed under the Series  Supplement to cease to qualify as
                      a REMIC and will not cause  (x) any  portion  of any REMIC
                      formed  under the  Series  Supplement  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


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<PAGE>



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 Company,  the Master Servicer,  the Trustee,  any Certificate  Insurer,  the
Certificate  Registrar and any agent of the Company,  the Master  Servicer,  the
Trustee,  any  Certificate  Insurer 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 neither the  Company,  the Master
Servicer,  the Trustee, any Certificate  Insurer, the Certificate  Registrar nor
any agent of the Company,  the Master  Servicer,  the Trustee,  any  Certificate
Insurer 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 the  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 the Certificateholders
in the amounts and in the manner  provided for in Section  4.02,  such sum to be
held in trust for the benefit of the 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 the
Certificateholders in trust for the benefit of the  Certificateholders  entitled
thereto  until such sums shall be paid to such  Certificateholders.  Any sums so
held by such Paying Agent shall be held only in Eligible  Accounts to the extent
such sums are not distributed to the  Certificateholders  on the date of receipt
by such Paying Agent.



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                                   ARTICLE VI

                       THE COMPANY AND THE MASTER SERVICER

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

        The Company 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 Company and the Master  Servicer  herein.  By
way of  illustration  and not  limitation,  the  Company  is not  liable for the
servicing  and  administration  of the  Mortgage  Loans,  nor is it obligated by
Section 7.01 or Section 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  Company  or the Master
               Servicer; Assignment of Rights and Delegation of Duties by Master
               Servicer.

        (a) The  Company 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  Company  or the Master  Servicer  may be
merged  or  consolidated,  or any  corporation  resulting  from  any  merger  or
consolidation  to which the Company or the Master  Servicer shall be a party, or
any Person  succeeding  to the  business of the Company or the Master  Servicer,
shall be the  successor of the Company 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  Senior,  Class M or Class B  Certificates  in  effect
immediately prior to such merger or consolidation will not be qualified, reduced
or withdrawn as a result  thereof (as  evidenced by a letter to such effect from
each Rating Agency).

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


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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  Company,  the  Master
               Servicer and Others.

        Neither  the  Company,  the Master  Servicer  nor any of the  directors,
officers,  employees  or agents of the Company 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 Company,  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 Company,  the Master Servicer and any
director,  officer,  employee or agent of the Company 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 Company,
the Master Servicer and any director,  officer, employee or agent of the Company
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  Company  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 Company 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
Company and the Master Servicer shall be entitled to be reimbursed  therefor out
of amounts  attributable  to the  Mortgage  Loans on  deposit  in the  Custodial
Account as provided by Section 3.10 and, on the Distribution  Date(s)  following
such reimbursement,  the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate  Interest on each Class entitled thereto
in the same  manner as if such  expenses  and  costs  constituted  a  Prepayment
Interest Shortfall.



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        Section 6.04  Company and Master Servicer Not to Resign.

        Subject to the  provisions of Section 6.02,  neither the Company 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  Company or the Master  Servicer  shall be  evidenced  by an
Opinion of Counsel 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.

                                   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 the 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  Company or to the
               Master  Servicer,  the  Company 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
               Company,  or to the Master Servicer,  the Company and the Trustee
               by the Holders of  Certificates of any Class  evidencing,  in the
               case of any 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,


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               shall have been  entered  against  the Master  Servicer  and such
               decree or order  shall have  remained  in force  undischarged  or
               unstayed for a period of 60 days; or

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

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

                      (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 Company or the Trustee may, and
at the  direction  of Holders of  Certificates  entitled  to at least 51% of the
Voting Rights,  the Trustee shall,  by notice in writing to the Master  Servicer
(and to the  Company if given by the  Trustee or to the  Trustee if given by the
Company),  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.  If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master  Servicer and the Company,  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.



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<PAGE>



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

        Section 7.02  Trustee or Company 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 Company and with the Company'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 or
Sellers 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 Company,  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 0.20% per annum in the event
that the


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<PAGE>



successor  Master  Servicer is not servicing such Mortgage Loans directly and it
is necessary to raise the related  Subservicing Fee to a rate of 0.20% 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.

        Section 7.04  Waiver of Events of Default.

        The Holders representing at least 66% of the Voting Rights affected by a
default  or Event of  Default  hereunder  may  waive  such  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)  or (ii).  Upon any such  waiver of a  default  or Event of
Default by the Holders  representing  the requisite  percentage of Voting Rights
affected by such  default or Event of Default,  such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder.  No such waiver shall extend to any  subsequent  or other  default or
Event of  Default or impair any right  consequent  thereon  except to the extent
expressly so waived.


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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

        Section 8.01  Duties of Trustee.

        (a) The  Trustee,  prior to the  occurrence  of an Event of Default  and
after the  curing or waiver 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 any portion of any REMIC formed under the Series  Supplement as a REMIC under
the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition
of any federal, state or local income,  prohibited transaction,  contribution or
other tax on the Trust  Fund to the  extent  that  maintaining  such  status and
avoiding  such taxes are  reasonably  within the  control of the Trustee and are
reasonably within the scope of its duties under this Agreement.

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

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


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<PAGE>



               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
               Certificateholders   of  any  Class  holding  Certificates  which
               evidence, as to such Class,  Percentage Interests aggregating not
               less than 25% 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 Company 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:



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                      (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 or  waived),  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 or waiver 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 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; and



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<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,  the Trustee shall not
accept any  contribution  of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect  that such  contribution  will not (i) cause any portion of any REMIC
formed  under the  Series  Supplement  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 Company 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  Company  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  Company  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  Company  or the Master
Servicer.

        Section 8.04  Trustee May Own Certificates.

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

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

        (a) The Master  Servicer  covenants and agrees to pay to the Trustee and
any co-trustee  from time to time,  and the Trustee and any co-trustee  shall be
entitled  to,  reasonable  compensation  (which  shall  not  be  limited  by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services  rendered by each of them in the execution of the trusts hereby
created  and in the  exercise  and  performance  of any of the powers and duties
hereunder of the Trustee and


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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 the Trustee's  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  and  the
Custodial 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 the  Certificateholders  pursuant  to the  terms  of  this
Agreement.

        Section 8.06  Eligibility Requirements for Trustee.

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


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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 Company.  Upon receiving
such notice of  resignation,  the  Company  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,  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  Company,  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 Company 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 Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the  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  Company)  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 Company, then
the Company  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
Company  shall,  on or  before  the date on which any such  appointment  becomes
effective,  obtain  from  each  Rating  Agency  written  confirmation  that  the
appointment  of any such  successor  trustee will not result in the reduction of
the  ratings  on any  class of the  Certificates  below  the  lesser of the then
current or original ratings on such Certificates.

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



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        Section 8.08  Successor Trustee.

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

        Section 8.09  Merger or Consolidation of Trustee.

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

        Section 8.10 Appointment of Co-Trustee or Separate Trustee.

        (a)  Notwithstanding  any other provisions  hereof, at any time, for the
purpose of meeting any legal  requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located,  the
Master  Servicer and the Trustee  acting  jointly shall have the power and shall
execute and deliver all  instruments to appoint one or more Persons  approved by
the Trustee to act as co-trustee or  co-trustees,  jointly with the Trustee,  or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or  Persons,  in such  capacity,  such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section


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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.

        Section 8.11  Appointment of Custodians.

        The  Trustee  may,  with the  consent  of the  Master  Servicer  and the
Company,  appoint one or more  Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller 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


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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 at
the  address  designated  in  Section  11.05  of  the  Series  Supplement  where
Certificates  may be surrendered for  registration of transfer or exchange.  The
Trustee will  maintain an office at the address  stated in Section  11.05 of the
Series Supplement where notices and demands to or upon the Trustee in respect of
this Agreement may be served.

                                          ARTICLE IX

                     TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES

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

        (a)  Subject  to  Section   9.02,   the   respective   obligations   and
responsibilities  of the Company,  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 Company 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 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 portion of any
               REMIC formed under the Series Supplement as a REMIC.


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        The right of the Master Servicer to purchase all the assets of the Trust
Fund pursuant to clause (ii) above is conditioned upon the Pool Stated Principal
Balance  as  of  the  Final   Distribution  Date,  prior  to  giving  effect  to
distributions to be made on such Distribution  Date, being less than ten percent
of the Cut-off Date Principal  Balance of the Mortgage  Loans.  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. In addition,  the Master Servicer
shall provide to the Trustee the certification  required by Section 3.15 and the
Trustee and any  Custodian  shall,  promptly  following  payment of the purchase
price,  release to the Master  Servicer the  Mortgage  Files  pertaining  to the
Mortgage Loans being purchased.

        In addition to the foregoing, on any Distribution Date on which the Pool
Stated Principal Balance,  prior to giving effect to distributions to be made on
such  Distribution  Date, is less than ten percent of the Cut-off Date Principal
Balance of the Mortgage  Loans,  Master  Servicer  shall have the right,  at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding  Certificate  Principal Balance of such Certificates plus the
sum of Accrued  Certificate  Interest  thereon for the related  Interest Accrual
Period and any previously  unpaid Accrued  Certificate  Interest.  If the Master
Servicer  exercises  this right to purchase the  outstanding  Certificates,  the
Master  Servicer  will  promptly   terminate  the  respective   obligations  and
responsibilities  created hereby in respect of the Certificates pursuant to this
Article IX.

        (b) The Master  Servicer  shall give the  Trustee not less than 60 days'
prior notice of the Distribution  Date on which the Master Servicer  anticipates
that the final  distribution  will be made to  Certificateholders  (whether as a
result of the  exercise  by the Master  Servicer  of its right to  purchase  the
assets  of the  Trust  Fund  or  otherwise)  or on  which  the  Master  Servicer
anticipates that the Certificates will be purchased (as a result of the exercise
by the Master Servicer to purchase the outstanding Certificates).  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  (if so
required  by the  terms  hereof)  for  payment  of the  final  distribution  and
cancellation  or  notice  of  any  purchase  of  the  outstanding  Certificates,
specifying  the  Distribution  Date upon which the Holders may  surrender  their
Certificates  to the Trustee for payment,  shall be given promptly by the Master
Servicer (if it is exercising its right to purchase the assets of the Trust Fund
or to purchase the  outstanding  Certificates),  or by the Trustee (in any other
case) by letter to the  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 or, in the case of the
               purchase by the Master Servicer of the outstanding  Certificates,
               the Distribution Date on which such purchase is to be made,

                      (ii) the amount of any such final payment,  or in the case
               of the  purchase of the  outstanding  Certificates,  the purchase
               price, in either case, if known, and



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                      (iii) that the Record Date  otherwise  applicable  to such
               Distribution  Date  is not  applicable,  and in the  case  of the
               Senior  Certificates and Class M Certificates,  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  and,  if the  Master  Servicer  is
exercising its rights to purchase the  outstanding  Certificates,  it shall give
such  notice  to each  Rating  Agency  at the  time  such  notice  is  given  to
Certificateholders.  As a result of the  exercise by the Master  Servicer of its
right to  purchase  the  assets of the Trust  Fund,  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 provided  above.  As a result of the exercise by
the Master Servicer of its right to purchase the outstanding  Certificates,  the
Master Servicer shall deposit in an Eligible Account,  established by the Master
Servicer on behalf of the Trustee and separate from the  Certificate  Account in
the name of the Trustee in trust for the registered holders of the Certificates,
before the  Distribution  Date on which such purchase is to occur in immediately
available  funds an amount  equal to the  purchase  price for the  Certificates,
computed as above  provided,  and provide notice of such deposit to the Trustee.
The Trustee will withdraw  from such account the amount  specified in subsection
(c) below.

        (c) In the case of the  Senior,  Class M or Class B  Certificates,  upon
presentation  and  surrender  of  the  Certificates  by  the  Certificateholders
thereof, 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  the assets of the Trust Fund or the
outstanding  Certificates,  or  (ii)  if  the  Master  Servicer  elected  to  so
repurchase  the assets of the Trust  Fund or the  outstanding  Certificates,  an
amount  determined  as  follows:  (A)  with  respect  to  each  Certificate  the
outstanding  Certificate  Principal  Balance thereof,  plus Accrued  Certificate
Interest for the related  Interest  Accrual  Period  thereon and any  previously
unpaid  Accrued  Certificate  Interest,  subject  to the  priority  set forth in
Section 4.02(a), and (B) with respect to the Class R Certificates, any excess of
the amounts available for distribution (including the repurchase price specified
in  clause  (ii) of  subsection  (a) of this  Section)  over  the  total  amount
distributed under the immediately preceding clause (A).

        (d) If any Certificateholders shall not surrender their Certificates for
final payment and cancellation on or before the Final  Distribution  Date (if so
required by the terms hereof), 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


                                              93

<PAGE>



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.

        (e) If any  Certificateholders do not surrender their Certificates on or
before the Distribution Date on which a purchase of the outstanding Certificates
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 9.01(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  9.01,  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 9.01.
Any  Certificate  that is not  surrendered on the  Distribution  Date on which a
purchase  pursuant to this Section 9.01 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.

        Section 9.02  Additional Termination Requirements.

        (a) Each REMIC that  comprises  the Trust  Fund shall be  terminated  in
accordance  with the  following  additional  requirements,  unless  (subject  to
Section  10.01(f)) 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 each such REMIC to comply with the  requirements
of this Section 9.02 will not (i) result in the imposition on the Trust of taxes
on "prohibited  transactions," as described in Section 860F of the Code, or (ii)
cause  any  such  REMIC  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 such REMIC 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 a REMIC under Section 860F of the Code
               and regulations thereunder;



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

                      (iii) If the Master  Servicer or the Company 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.

        (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 REMIC at the expense of the Trust Fund in
accordance with the terms and conditions of this Agreement.

        Section 9.03 Termination of Multiple REMICs.

        If the REMIC  Administrator  makes two or more separate REMIC elections,
the  applicable   REMIC  shall  be  terminated  on  the  earlier  of  the  Final
Distribution  Date and the date on which it is deemed to receive the last deemed
distributions on the related Uncertificated REMIC Regular Interests and the last
distribution due on the Certificates is made.

                                    ARTICLE X

                                REMIC PROVISIONS

        Section 10.01 REMIC Administration.

        (a) The REMIC  Administrator  shall make an  election to treat the Trust
Fund as one or more REMICs under the Code and, if  necessary,  under  applicable
state  law.  The  assets of each  such  REMIC  will be set  forth in the  Series
Supplement. 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.  For the purposes of each REMIC election in respect of
the Trust Fund,  Certificates  and  interests to be  designated  as the "regular
interests"  and the sole class of "residual  interests" in the REMIC will be set
forth in Section 10.03 of the Series Supplement. The REMIC Administrator and the
Trustee shall not permit the creation of any "interests"  (within the meaning of
Section  860G of the Code) in any REMIC  elected  in  respect  of the Trust Fund
other than the "regular interests" and "residual interests" so designated.

        (b) The Closing Date is hereby  designated  as the "startup  day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.

        (c)  The  REMIC   Administrator   shall  hold  a  Class  R   Certificate
representing a 0.01% Percentage  Interest each Class of the Class R Certificates
and shall be designated  as "the tax matters  person" with respect to each REMIC
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


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

        (d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns  that it  determines  are  required  with  respect to each REMIC
created hereunder and deliver such Tax Returns in a timely manner to the Trustee
and the  Trustee  shall sign and file such Tax Returns in a timely  manner.  The
expenses of  preparing  such returns  shall be borne by the REMIC  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 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.

        (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 of each REMIC 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). 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 that, under the REMIC Provisions,  if
taken or not taken,  as the case may be,  could (i)  endanger  the status of any
portion  of any REMIC  formed  under the  Series  Supplement  as a REMIC or (ii)
result in the imposition of a tax upon any such REMIC (including but not limited
to the tax on prohibited  transactions  as defined in Section  860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d)


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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 each REMIC  created  hereunder,  endanger  such status or,
unless the Master  Servicer,  the REMIC  Administrator  or both, as  applicable,
determine in its or their sole  discretion  to indemnify  the Trust Fund against
the imposition of such a tax,  result in the imposition of such a tax.  Wherever
in this Agreement a  contemplated  action may not be taken because the timing of
such action might result in the  imposition  of a tax on the Trust Fund,  or may
only be taken  pursuant  to an  Opinion of Counsel  that such  action  would not
impose a tax on the Trust Fund,  such action may  nonetheless  be taken provided
that the  indemnity  given in the  preceding  sentence with respect to any taxes
that  might be  imposed  on the  Trust  Fund has been  given  and that all other
preconditions  to the taking of such  action  have been  satisfied.  The Trustee
shall not take or fail to take any action (whether or not authorized  hereunder)
as to which the Master Servicer or the REMIC Administrator,  as applicable,  has
advised it in writing  that it has  received an Opinion of Counsel to the effect
that an Adverse  REMIC  Event  could  occur  with  respect  to such  action.  In
addition, prior to taking any action with respect to any REMIC created hereunder
or any  related  assets  thereof,  or causing any such REMIC 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 any such  REMIC,  and the Trustee
shall not take any such  action or cause any such REMIC 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  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 each REMIC created hereunder
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 such REMIC as defined in Section
860G(c) of the Code,  on any  contributions  to any such REMIC after the Startup
Day  therefor  pursuant  to  Section  860G(d)  of the Code,  or any other tax is
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


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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  created
hereunder  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 created hereunder
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 such REMIC
will not  cause  the  REMIC to fail to  qualify  as a REMIC at any time that any
Certificates  are  outstanding  or subject  the 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  REMIC  created
hereunder will receive a fee or other  compensation  for services nor permit any
such REMIC to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted  investments" as defined
in Section 860G(a)(5) of the Code.

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

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

        (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 any REMIC created hereunder,  (iii)
the  termination  of any such REMIC  pursuant to Article IX of this Agreement or
(iv) a  purchase  of  Mortgage  Loans  pursuant  to  Article  II or III of  this
Agreement) nor acquire any assets for any such REMIC, nor sell or dispose of any
investments  in the Custodial  Account or the  Certificate  Account for gain nor
accept any  contributions to any such 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 such REMIC as a REMIC or
(b)  unless  the  Master  Servicer  has  determined  in its sole  discretion  to
indemnify the Trust Fund against such tax, cause such REMIC


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to be subject to a tax on "prohibited  transactions" or "contributions" pursuant
to the REMIC Provisions.

          Section  10.02  Master  Servicer,   REMIC  Administrator  and  Trustee
               Indemnification.

        (a) The Trustee  agrees to indemnify  the Trust Fund,  the Company,  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 Company or the Master  Servicer,  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
Company, 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 Company,  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 Company,
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 Company, the REMIC Administrator 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.


        Section 10.03 Designation of REMIC(s).

        As provided in Section 10.03 of the Series Supplement.


                                          ARTICLE XI

                                   MISCELLANEOUS PROVISIONS

        Section 11.01 Amendment.

        (a) This  Agreement or any Custodial  Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, without the consent
of any of the Certificateholders:

                      (i)    to cure any ambiguity,



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                      (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 the Trust Fund as a REMIC 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 a  REMIC,  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 (subject to
               Section 10.01(f)),  as evidenced by an Opinion of Counsel (at the
               expense of the party seeking so to modify,  eliminate or add such
               provisions),  cause any  REMIC  created  hereunder  or any of the
               Certificateholders (other than the transferor) to be subject to a
               federal  tax  caused  by a  transfer  to a  Person  that is not a
               Permitted Transferee,

                      (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, or

                    (vii) to amend any  provision  herein or therein that is not
               material to any of the Certificateholders.

        (b) This  Agreement or any Custodial  Agreement may also be amended from
time to time by the  Company,  the  Master  Servicer  and the  Trustee  with the
consent of the Holders of Certificates


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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) 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  (subject to Section  10.01(f) and 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
Company or the Trustee in accordance  with such amendment will not result in the
imposition  of a federal tax on the Trust Fund or cause any REMIC  created under
the  Series  Supplement  to fail to  qualify  as a REMIC  at any  time  that any
Certificate is outstanding.

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

        (e) The Company 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 B 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 B Certificateholders,  but shall not
be and shall not be deemed to be under any  circumstances  included in the Trust
Fund. 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 Trust Fund,  (ii) any such reserve
fund shall be owned by the Company,  and (iii) amounts  transferred by the Trust
Fund to any such  reserve  fund shall be treated as amounts  distributed  by the
Trust Fund to the Company or any  successor,  all within the meaning of Treasury
Regulations  Section  1.860G-2(h)  as  it  reads  as of  the  Cut-off  Date.  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 Company but without the consent of
any


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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   Senior
Certificateholders,  the Class M Certificateholders,  the Master Servicer or the
Trustee,  as applicable;  provided that the Company obtains  (subject to Section
10.01(f))  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 REMIC  created  hereunder  to fail to qualify as a REMIC at any time
that any  Certificate  is  outstanding.  In the event that the Company elects to
provide  such  coverage  in the form of a limited  guaranty  provided by General
Motors  Acceptance  Corporation,  the  Company  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  K, with such  changes as the
Company 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  Holders  of  Certificates  entitled  to at least 25% of the  Voting
Rights),  but only upon  direction  accompanied  by an Opinion of Counsel to the
effect that such recordation  materially and beneficially  affects the interests
of the Certificateholders.

        (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


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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,  and the Trustee,  for 60 days after its receipt of
such notice, request and offer of indemnity,  shall have neglected or refused to
institute any such action,  suit or proceeding it being understood and intended,
and being  expressly  covenanted  by each  Certificateholder  with  every  other
Certificateholder  and the Trustee,  that no one or more Holders of Certificates
of any  Class  shall  have any  right in any  manner  whatever  by virtue of any
provision of this  Agreement to affect,  disturb or prejudice  the rights of the
Holders of any other of such  Certificates  of such Class or any other Class, or
to  obtain or seek to  obtain  priority  over or  preference  to any other  such
Holder,  or to  enforce  any right  under this  Agreement,  except in the manner
herein provided and for the common benefit of  Certificateholders  of such Class
or all Classes,  as the case may be. For the protection  and  enforcement of the
provisions  of this  Section  11.03,  each and every  Certificateholder  and the
Trustee  shall be entitled  to such  relief as can be given  either at law or in
equity.

        Section 11.04 Governing Law.

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

        Section 11.05 Notices.

        As provided in Section 11.05 of the Series Supplement.

        Section 11.06 Required Notices to Rating Agency and Subservicer.

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

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

        (b)    the occurrence of an Event of Default,



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

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

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

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

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

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

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

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

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

        Section 11.07 Severability of Provisions.

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

        Section 11.08 Supplemental Provisions for Resecuritization.

        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 Company or any of
its  Affiliates  (or  any  designee  thereof)  is  the  registered  Holder  (the
"Resecuritized  Certificates"),  the  Company  may  deposit  such  Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial  arrangement (a
"Restructuring  Vehicle") to be held by the Trustee  pursuant to a  Supplemental
Article.  The instrument adopting such Supplemental Article shall be executed by
the Company,  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


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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  for the  purposes  thereof.  In
connection  with each  Supplemental  Article,  the Company  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 the Trust Fund as a REMIC
or  (subject to Section  10.01(f))  result in the  imposition  of a tax upon the
Trust Fund  (including but not limited to the tax on prohibited  transactions as
defined  in Section  860F(a)(2)  of the Code and the tax on  contributions  to a
REMIC as set forth in Section 860G(d) of the Code).

        Section 11.09 Allocation of Voting Rights.

               As provided in Section 11.09 of the Series Supplement.





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